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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 7, 2026
Date of Report (Date of earliest event reported)
Armlogi Holding Corp.
(Exact Name of Registrant as Specified in its Charter)
| Nevada |
|
001-42099 |
|
92-0483179 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
20301 East Walnut Drive North
Walnut, California |
|
91789 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(888) 691-2911
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
BTOC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As previously disclosed on a Current Report on
Form 8-K filed by Armlogi Holding Corp. (the “Company”), on November 7, 2025, the Company received a written notice from the
Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that, for the 30 consecutive business days preceding the receipt of the notice, the bid price for the Company’s common stock had
closed below the minimum $1.00 per share requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global
Market (the “Minimum Bid Price Requirement”). The Company was provided an initial period of 180 calendar days, or until May
6, 2026, to regain compliance with the Minimum Bid Price Requirement.
On March 26, 2026, the Company submitted an application
to Nasdaq to transfer the listing of its common stock from The Nasdaq Global Market to The Nasdaq Capital Market, along with a written
notification of its intent to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split,
if necessary. The Staff notified the Company in a letter dated May 7, 2026 (the “Second Nasdaq Notice”), that Nasdaq has approved
the Company’s application to list its common stock on The Nasdaq Capital Market. Nasdaq’s approval is in part based upon the
Company meeting the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements
for initial listing on The Nasdaq Capital Market (except for the bid price requirement), the Company’s written notice of its intention
to cure the deficiency by effecting a reverse stock split, if necessary, its agreement to the conditions outlined in the Nasdaq Listing
Agreement, and additional supporting information provided in its application.
The Company’s common stock will be transferred
to The Nasdaq Capital Market at the opening of business on May 8, 2026, and the Staff has determined that the Company will be eligible
for an additional 180 calendar day period, or until November 2, 2026, to regain compliance (the “Second Compliance Period”).
If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of
ten, and generally not more than 20, consecutive business days, the Staff will provide the Company with written confirmation of compliance
and the matter will be closed.
In addition, as previously disclosed on a Current
Report on Form 8-K filed by the Company, on April 17, 2026, the Company received a notice from Nasdaq notifying the Company that the listing
of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on The Nasdaq Global Market, as
the Company’s Market Value of Publicly Held Shares (MVPHS) was below $5,000,000 for the previous 30 consecutive business days (the
“MVPHS Deficiency”). Upon transfer to The Nasdaq Capital Market, the Company will automatically regain compliance with the
MVPHS requirement.
The Company intends to continue actively monitoring
the bid price for its shares of common stock between now and the expiration of the Second Compliance Period and will consider all available
options to resolve the deficiency including a reverse stock split, if necessary. However, there can be no assurance that the Company will
be able to regain or maintain compliance with the Nasdaq listing criteria or continue to meet the continued listing requirements of The
Nasdaq Capital Market.
If the Company does not regain compliance with
the minimum bid price requirement by the end of the Second Compliance Period, Nasdaq will notify the Company that its common stock is
subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq hearings panel. However,
there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination, such an appeal would
be successful. The Company’s receipt of the Second Nasdaq Notice does not affect the Company’s business, operations or reporting
requirements with the U.S. Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted in Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 7, 2026
| |
Armlogi Holding Corp. |
| |
|
| |
By: |
/s/ Aidy Chou |
| |
Name: |
Aidy Chou |
| |
Title: |
Chief Executive Officer |
