Armlogi Holding Corp. filings document a Nevada logistics company with common stock listed on Nasdaq under BTOC and emerging growth company status. The record includes Form 8-K reports on operating results, board changes, and Nasdaq continued-listing compliance notices for the company’s common stock.
Proxy materials describe annual meeting matters such as director elections, auditor ratification, board governance, voting mechanics, and stockholder meeting procedures. The filings also provide formal disclosure around the company’s warehousing, order fulfillment, and transportation business as reported through material-event and financial-result releases.
Armlogi Holding Corp. reported receiving a Nasdaq notice that its common stock no longer meets Nasdaq Global Market continued listing standards because its Market Value of Publicly Held Shares was below $5,000,000 for 30 consecutive business days.
The stock continues to trade on the Nasdaq Global Market under “BTOC.” Armlogi has 180 calendar days, until October 14, 2026, to regain compliance by having MVPHS at or above $5,000,000 for at least ten consecutive business days.
If compliance is not regained, Armlogi could face delisting but may appeal to a Hearings Panel or apply to transfer its listing to the Nasdaq Capital Market, which requires a $5,000 application fee and meeting that market’s continued listing standards.
Armlogi Holding Corp. reported higher revenue but deeper losses for the six months ended December 31, 2025. Revenue rose 7.9% to $101.0 million from $93.6 million, yet the company posted a net loss of $10.4 million versus $6.3 million a year earlier. Gross margin remained negative at about ‑3.2%, reflecting costs of services that exceeded revenue.
Total assets were $153.1 million, with lease liabilities a major component, while total liabilities were $134.5 million and equity was $18.5 million. Cash and cash equivalents were $5.0 million, plus $4.4 million of restricted cash, against a net current liability position of about $15.8 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern without new financing and is pursuing cost cuts and additional funding.
Shares outstanding increased to 45,443,079 as of February 13, 2026, partly from issuing 3,192,145 shares under a Standby Equity Purchase Agreement, which extinguished all outstanding convertible notes. Armlogi also received a Nasdaq notice for trading below the $1.00 minimum bid price and has until May 6, 2026 to regain compliance.
Armlogi Holding Corp. (BTOC) reported a quarterly net loss of $6.5 million for the three months ended September 30, 2025, as revenue rose to $49.5 million from $42.5 million a year ago. Despite higher sales, costs outpaced revenues, resulting in a gross loss of $2.5 million, though the gross loss margin improved to (5.0)% from (8.5)%.
The company disclosed going concern uncertainty, citing a net current liability of $11.1 million at quarter-end and the need for additional financing to fund operations. Cash and restricted cash totaled $10.8 million, with operating cash outflow of $1.9 million. Lease obligations remain significant, with total operating lease liabilities of $123.6 million.
Armlogi fully settled its prior convertible notes by September 2025, including equity issuances under its SEPA, and repaid $2.02 million on the notes during the quarter. Shares outstanding were 45,443,079 as of September 30, 2025.
Armlogi Holding Corp. (BTOC) disclosed a Nasdaq minimum bid-price deficiency notice. On November 7, 2025, Nasdaq notified the company that its common stock failed to meet Listing Rule 5450(a)(1) because the closing bid was below $1.00 per share for 30 consecutive business days. The notice does not immediately affect trading; shares continue on the Nasdaq Global Market under “BTOC.”
Armlogi has 180 calendar days, until May 6, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. If unmet, the company may seek a transfer to the Nasdaq Capital Market, which requires a transfer application and a $5,000 fee, meeting applicable standards, and stating an intention to cure—potentially via a reverse stock split. Failure to comply could lead to delisting, which the company could appeal. Management will monitor the bid price and evaluate available options.
Armlogi Holding Corp. (BTOC) set its first annual stockholders’ meeting for December 4, 2025 at 1:00 p.m. ET, to be held virtually. Stockholders will vote to elect five directors and to ratify ZH CPA, LLC as independent auditor for the fiscal year ending June 30, 2026. The record date is October 20, 2025. Shares outstanding were 45,443,079 as of the record date, each entitled to one vote.
The proxy highlights recent results: revenue $190.4 million (up 14.0%) alongside higher costs, leading to a gross loss $3.0 million (gross margin -1.6%) and a net loss $15.3 million versus prior-year net income. Cost of services rose 29.9% and G&A reached $14.7 million. Cash, cash equivalents, and restricted cash were $13.6 million at fiscal year-end. Governance notes include a board that is 60% independent, fully independent committees, and combined CEO/Chair roles. The board recommends voting FOR all nominees and FOR auditor ratification.
Armlogi Holding Corp. filed a current report to furnish a press release announcing its financial results for the fiscal year ended June 30, 2025. The company stated that the press release, dated September 25, 2025, is included as Exhibit 99.1. Armlogi’s common stock trades on The Nasdaq Stock Market under the symbol BTOC, and the report is signed by Chief Executive Officer Aidy Chou.
Armlogi Holding Corp. (BTOC) reported operational expansion and material financial volatility for the year ended June 30, 2025. Revenues show scale—warehousing services reported US$63.3 million versus US$51.5 million a year earlier—but profitability deteriorated. The company recorded a negative gross result (shown as (3,000,569)) and a reported (loss) earnings per share of $(0.37) compared with earnings per share of $0.19 in the prior year. Management cites higher warehouse labor, rental expenses from new facilities, and increased freight costs driven by carrier rate changes as key drivers of margin compression.
Liquidity and financing changes are notable: new operating lease ROU assets of US$27.9 million were recognized and total lease liabilities were US$128.2 million with minimum lease payments of US$171.1 million. The company drew two prepaid advances of US$5.0 million each under a SEPA arrangement, received net cash of US$4.5 million per tranche, and did not receive the third tranche because a required registration statement did not become effective. Top suppliers remain concentrated, with the top five suppliers accounting for 51.8% of purchases in 2025. Related-party transactions, multiple short-term loans to customers with collateralized inventory, and a non-binding LOI to acquire Leopard Transnational were disclosed.
Armlogi Holding Corp. director reports no share ownership
Director Maxwell E. Lin filed an initial ownership report stating that no securities of Armlogi Holding Corp. are beneficially owned. The filing indicates he serves as a director but does not currently hold either non-derivative or derivative securities of the company.
David Chiu filed an initial Form 3 reporting beneficial ownership of 20,000 shares of Armlogi Holding Corp. (ticker BTOC) common stock. The filing lists Mr. Chiu's address in South El Monte, CA, and indicates his relationship to the issuer as a Director. The Form 3 is an initial ownership disclosure under Section 16, showing direct beneficial ownership only and no derivative holdings disclosed.
Armlogi Holding Corp. reported board changes effective August 31, 2025. Directors Florence Ng and Kwong Sang Liu resigned on that date, citing personal reasons and confirming there were no disagreements with the company’s operations, policies, or practices. They also acknowledged receiving all amounts due and released the company from any claims.
On the same day, the board appointed Maxwell Lin, a lawyer with over three decades of legal experience and founder/CEO of Law Offices of Maxwell E. Lin & Associates, and David Chiu, general manager of Aonegroup Inc. since 2022 with a background in business operations and international trade, as new directors following a recommendation from the nominating and corporate governance committee. The company states there are no family relationships or related-party transactions involving the new directors that require disclosure.