Elite Express Holding Inc. filings document a newly public last-mile delivery company with Class A common stock registered on Nasdaq. The company’s 8-K reports furnish quarterly and fiscal-year results, press-release exhibits, operating-expense commentary tied to public-company compliance, and capital-structure disclosures.
The filing record also covers Nasdaq listing-compliance notices, material financing agreements, and governance changes involving directors, board committees, and finance leadership. As an emerging growth company, ETS filings frame its reporting status, securities registration, and public-company governance obligations.
Elite Express Holding Inc. received an additional 180-day period from Nasdaq, until October 26, 2026, to regain compliance with the exchange’s minimum bid price rule of $1.00 per share. The company previously fell out of compliance after its stock traded below this level for 30 consecutive business days.
The company remains listed on The Nasdaq Capital Market during this second compliance period. To regain compliance, its closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days. Elite Express has indicated it may use a reverse stock split, within a range already approved by stockholders, if needed.
If the company does not meet the minimum bid price requirement by October 26, 2026, Nasdaq may initiate delisting of its securities. The company states it intends to use reasonable efforts to regain and maintain compliance but cannot assure success.
Elite Express Holding Inc. reported first quarter 2026 revenue of $805,298, up 16.3% from $692,143 a year earlier, driven mainly by higher activity-based delivery revenue and a sharp increase in other pickup and delivery revenue from a one-time FedEx performance bonus.
The company moved from a gross loss of $32,407 to gross profit of $157,365 as cost of revenue fell 10.6%, helped by lower vehicle repairs and depreciation. Net loss improved to $110,104 from $204,999, aided by $198,737 of interest income on short-term loans receivable, though general and administrative expenses rose as public company costs increased. Cash decreased to $68,065 as of February 28, 2026, while loans receivable totaled $9,949,811.
Elite Express Holding Inc. reports higher revenue but a continued loss for the quarter ended February 28, 2026. Revenue rose to $805,298 from $692,143, driven mainly by more e-commerce and activity-based deliveries, turning last year’s gross loss into a gross profit of $157,365.
Net loss narrowed to $110,104 from $204,999, helped by $198,737 of interest income on short-term loans made with IPO proceeds. Cash fell to $68,065 as the company deployed funds into $9,949,811 of loans receivable and large professional-service prepayments.
Management highlights working capital of about $11.8 million, with upcoming May 2026 loan maturities key to near-term liquidity. After quarter-end, the company agreed to a private placement of 32,000,000 new Class A shares at $0.25 for expected gross proceeds of $8 million, which has not yet closed.
Elite Express Holding Inc. filed an Amendment No. 1 to its annual report on Form 10-K for the year ended November 30, 2025. The amendment is made solely to add Exhibit 97.1, the Elite Express Holding Inc. Incentive Compensation Recovery Policy adopted on May 2, 2025, which was inadvertently omitted from the original filing.
The amendment does not change any other disclosures in the original Form 10-K and does not update information for events after the original filing date. It also includes updated officer certifications under Section 302 of the Sarbanes-Oxley Act tailored to this amendment.
Elite Express Holding Inc. entered into a Stock Purchase Agreement with eight non-U.S. investors for a private placement of 32,000,000 Class A Common shares. The shares are priced at $0.25 each, for aggregate gross proceeds of $8,000,000. Closing is expected within ninety days of March 10, 2026, or on another date agreed in writing. The transaction relies on Regulation S, with all Purchasers representing that they are non-U.S. persons and the offering conducted in offshore transactions. The unregistered shares will be treated as “restricted securities” under Rule 144.
Elite Express approved a Regulation S PIPE of up to $8,000,000 to be issued as Class A common stock, with the final number of shares and per-share price to be set by the Board or a committee under the Stock Purchase Agreement.
As of February 24, 2026 there were 16,716,672 shares of Common Stock outstanding (12,550,005 Class A; 4,166,667 Class B). The Consenting Stockholders holding 83.28% of voting power approved both the PIPE and a Charter Amendment giving the Board discretion, until February 23, 2027, to implement a reverse stock split at any ratio from 1-for-2 to 1-for-2,000. The Board retains sole discretion to implement or abandon the reverse split; if implemented it would become effective upon filing the Charter Amendment no earlier than 20 days after this mailing.
Elite Express Holding Inc. reported full-year 2025 revenue of about $2.7 million, up 9.1% from 2024, driven mainly by higher activity-based delivery revenue under its FedEx ISP structure. Activity-based revenue reached $2.0 million, or 75.7% of total, while fixed revenue declined to $0.6 million as baseline weekly compensation fell.
Cost of revenue rose modestly, leaving a small gross profit of $18,211 versus $15,897 a year earlier. The company’s net loss widened sharply to about $2.2 million from $0.4 million, largely because general and administrative expenses increased by $1.2 million to $1.6 million on public-company legal, accounting, and governance costs, and new research and development spending reached $0.9 million as ETS invested in a B2B delivery aggregation platform.
On the balance sheet, total assets climbed to $13.7 million from $1.8 million, with cash of $1.3 million and loans receivable of about $10.0 million. These loans to third-party partners, funded from IPO proceeds, generated $191,475 of interest income. Stockholders’ equity increased to $13.2 million, reflecting substantial financing inflows alongside the higher net loss.
Elite Express Holding Inc. is a Delaware holding company that provides last‑mile delivery services in California through its subsidiary JAR Transportation Inc. The business operates a fleet of about 23 vehicles and employs roughly 26 full‑time staff, including about 20 drivers, handling 1,100–1,700 daily stops and up to 2,000 in peak seasons.
For the year ended November 30, 2025, Elite Express reported total revenue of $2,665,948 and a net loss of $2,185,987. Earlier periods also showed net losses, reflecting a still unprofitable operation. All reported revenue came from a single customer, FedEx, under an Independent Service Provider agreement that combines fixed weekly service charges with activity‑based fees.
The company highlights growth plans including expanding delivery routes, developing its Route X app to match drivers and merchants, adopting electric vehicles, and investing in AI‑driven logistics technology. Key risks include heavy dependence on FedEx with short‑term, terminable contracts, exposure to fuel costs, regulatory compliance obligations, and execution risks around technology and expansion.
Elite Express also discloses that Nasdaq notified it that its Class A common stock closing bid price had fallen below $1.00, starting a 180‑day window to regain compliance. Failure to cure could ultimately lead to delisting, which would hurt liquidity and access to capital.
Elite Express Holding Inc. notified record holders that holders controlling an approved Regulation S PIPE of up to $8,000,000 were authorized on February 24, 2026.
The company reported 16,716,672 shares outstanding as of February 24, 2026 and said the PIPE is intended for non-U.S. persons in offshore transactions, with aggregate gross proceeds expected to be approximately $5,000,000 to $8,000,000, subject to final pricing. The Board also received stockholder approval to file a charter amendment permitting a reverse stock split at a ratio ranging from 1-for-2 to 1-for-2,000, with the Board having sole discretion to implement any split (if at all) until February 23, 2027.
Elite Express Holding Inc. director reports no share ownership
A Form 3 was filed for a director of Elite Express Holding Inc. (ETS) covering an event dated 11/24/2025. This initial beneficial ownership report states that the reporting person serves as a director and that the form is filed by one reporting person only.
In the detailed ownership sections, the filer reports that no non-derivative or derivative securities are beneficially owned. This means the director, at the time of the reported event, did not hold Elite Express Holding Inc. shares or related derivative securities in a reportable capacity.