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Foxx Development Holdings Inc. filed an update related to its 2025 Annual Meeting of Stockholders. The company explains that the proxy cards mailed by its proxy agent, Broadridge Financial Solutions, reference a virtual meeting site under the domain “virtualshareholdermeeting.com” that the company has not set up and will not use for the meeting.
The Annual Meeting will still take place as described in the original proxy statement, at the company’s Irvine, California offices and virtually via the Internet. Stockholders who wish to attend virtually must register in advance at https://forms.cloud.microsoft/r/mwd9tmKBbL, and may not be able to attend virtually if they do not register in advance. The record date remains November 28, 2025, and previously submitted votes remain valid.
Foxx Development Holdings, Inc. has called its 2025 Annual Meeting for December 22, 2025 at 8:00 a.m. Pacific Time in Irvine, California and online. Stockholders of record as of November 28, 2025, when 6,948,449 shares of common stock were outstanding, may vote.
Stockholders are asked to elect five directors (with cumulative voting available), ratify CBIZ CPAs P.C. as independent auditor for the fiscal year ending June 30, 2026, and approve an amendment to the Amended and Restated Certificate of Incorporation. The board recommends voting “FOR” all nominees and “FOR” both proposals.
The charter amendment would narrow the company’s waiver of the corporate opportunity doctrine so it applies only to non‑employee directors and only to specified “Excluded Opportunities” in consumer electronics, mobile networks, communications or connectivity technology that are not presented solely in their capacity as Foxx directors. This follows a Delaware class action that was voluntarily dismissed after the board approved the revised language and the company agreed to pay a $85,000 mootness fee.
Foxx Development Holdings Inc. (FOXX) reported net revenues of $20.2 million for the three months ended September 30, 2025, down from $23.1 million a year earlier, mainly from wholesale sales of mobile phones and other electronics. Despite lower revenue, gross profit improved to $2.7 million from $0.4 million as cost of goods sold fell more than sales.
The company recorded a net loss of $2.9 million, compared with a $2.3 million loss in the prior-year period, driven largely by $2.0 million of interest expense, mostly on unpaid purchase balances, and rising operating costs including $0.7 million of lease expense and $0.3 million of stock-based compensation. Loss per share was $0.42 on 6,780,597 weighted-average shares.
As of September 30, 2025, Foxx held $1.5 million in cash, had total assets of $49.8 million and total liabilities of $57.7 million, resulting in a stockholders’ deficit of $7.9 million. Management disclosed a working capital deficit of about $10.3 million, recurring losses, and negative operating cash flow of $0.4 million and concluded that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
Foxx Development Holdings Inc. reported receiving a Nasdaq deficiency notice after its market value of listed securities fell below the $35 million threshold for 30 consecutive business days, as required by Nasdaq Listing Rule 5550(b)(2).
The company has until May 4, 2026 to regain compliance by having its market value close at $35 million or more for at least ten consecutive business days. If compliance is not regained, Nasdaq may initiate delisting, and the company would have the right to appeal.
The company said it will monitor its market value and may consider available options to regain compliance, while noting there is no assurance it will do so.
Foxx Development Holdings Inc. (FOXX) filed a Form S-8 to register securities for issuance under the Foxx Development Holdings Inc. 2024 Equity Incentive Plan. This filing is an administrative step that enables the company to grant equity awards to employees, directors, and other service providers pursuant to the plan.
The filing incorporates by reference the company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, and the description of its common stock from prior filings. The company is incorporated in Delaware and lists its principal offices in Irvine, California, with “Joy” Yi Hua designated as the agent for service.
Foxx Development Holdings (FOXX) filed its annual report detailing a SPAC business combination completed on September 26, 2024 and subsequent Nasdaq listing of common stock and warrants. For the year ended June 30, 2025, revenue rose to $65.9 million, driven largely by mobile phones and new wearables, with three new wholesale customers accounting for 76% of sales. Gross profit was $4.8 million, while operating expenses increased to $14.5 million, resulting in a net loss of $9.0 million.
Mobile phone revenue reached $59.7 million; app service commission added $2.17 million at high margin. Interest expense was $5.0 million, partly offset by a $5.69 million gain from the change in fair value of earnout liabilities. Cash and cash equivalents were about $1.9 million, and operating cash outflow was $6.56 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern.
The company issued 43,125 shares to EF Hutton at closing and authorized 1,454,019 shares under its 2024 Equity Incentive Plan. A Delaware class action was dismissed as moot on March 4, 2025, with FOXX agreeing to pay an $85,000 mootness fee.
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