Galaxy Payroll Group Limited filings document the formal disclosures of a foreign private issuer with ordinary shares listed on Nasdaq. Form 6-K reports cover material events, capital-structure matters such as share consolidation, Nasdaq listing compliance, material agreements, governance matters, and operating and financial results for the company's payroll outsourcing, employment services, and consultancy and market research business. The filings also record exhibits such as press releases and updates relevant to shareholder voting, security structure, and compliance with continued-listing requirements.
Galaxy Payroll Group Limited reported unaudited results for the six months ended December 31, 2025, with revenue edging up 2% to HKD14.0 million while net loss narrowed sharply to HKD1.1 million from HKD26.5 million a year earlier.
Operating expenses fell 80% to HKD6.5 million as research and development spending dropped to zero and selling, general and administrative costs were halved, following one‑time IPO and bonus costs in the prior period. Cash flow from operations turned positive at HKD1.3 million, lifting cash to HKD33.2 million and working capital to HKD25.0 million.
In January 2026 the company agreed to sell 3,800,000 Class A Ordinary Shares to non‑U.S. investors at US$0.66 per share in a private placement at 40% of the prior closing price and granted resale registration rights. The company also obtained effectiveness of a resale registration for these shares and authorized preparation of a Form F‑3 shelf registration to permit future primary offerings, with no specific takedowns yet committed.
Galaxy Payroll Group Limited filed a Form F-3 shelf prospectus to register up to US$200,000,000 of securities, including Class A Ordinary Shares, debt securities, warrants, rights and units, to be offered from time to time “from time to time after this registration statement becomes effective.”
The prospectus discloses corporate structure and cash-transfer activity among Hong Kong, Taiwan, PRC, Cayman and BVI entities, dividend dependence on subsidiaries, PRC/Hong Kong regulatory and data‑protection risks, limits on cross‑border fund transfers, and PCAOB/HFCAA inspection uncertainty for its auditor.
Galaxy Payroll Group Limited is registering 3,800,000 Class A Ordinary Shares for resale by certain selling shareholders pursuant to the January 15, 2026 SPA.
The company states it will not sell any shares under this prospectus and will receive no proceeds from resales; the Selling Shareholders may sell shares from time to time at fixed, market-related or negotiated prices on Nasdaq (symbol GLXG) or in private transactions.
Galaxy Payroll Group Limited files an F-3 registration to register 3,800,000 Class A Ordinary Shares for resale by the identified selling shareholders. The Company states it will not receive any proceeds from these resales and will bear registration expenses.
Ordinary shares outstanding are 5,601,515 Class A Ordinary Shares as of March 11, 2026 (and 360,000 Class B Ordinary Shares outstanding). The prospectus discloses a Nasdaq closing price of $1.92 per share on March 10, 2026. The shares may be sold from time to time at fixed, market-related or negotiated prices in ordinary brokerage transactions or other means described in the prospectus.
Galaxy Payroll Group Limited has restructured its equity financing plans. The company terminated its previously agreed 2025 private investment in public equity (“2025 PIPE”), under which investors were to buy 1,500,000 Class A ordinary shares at US$2.178 per share.
On January 15, 2026, the company signed a new securities purchase agreement with non-U.S. investors for a 2026 PIPE transaction. Under this deal, investors agreed to buy an aggregate of 3,800,000 Class A ordinary shares at US$0.66 per share, described as 40% of the closing price on January 14, 2026. Galaxy Payroll expects approximately US$2.5 million in gross proceeds before expenses, with closing subject to customary conditions.
The shares are being offered offshore in reliance on Regulation S and will initially be restricted securities. A separate registration rights agreement obligates the company to file a registration statement to allow the new investors to resell these shares in the future.
Galaxy Payroll Group Limited (GLXG) filed its annual report for FY2025, showing a sharp swing to loss as it invested heavily in growth. For the year ended June 30, 2025, revenue was HKD 27,429,319, down from HKD 30,124,952. Net result moved from profit to a net loss of HKD 27,568,713, driven by higher costs: research and development expenses reached HKD 18,686,290 and selling, general and administrative expenses rose to HKD 20,830,556.
Operating cash flow was HKD (27,707,982), while financing activities provided HKD 49,269,420, lifting cash and equivalents to HKD 32,188,711 at year end. Shareholders’ equity stood at HKD 27,099,242. The business remains concentrated: in FY2025, three customers contributed 23.6%, 18.7% and 13.2% of revenue, and a single in-country partner accounted for over 30% of in-country costs.
The company outlines extensive risks tied to PRC, Hong Kong, Taiwan and Macau regulatory environments, data and cybersecurity compliance, PCAOB/HFCAA oversight, currency exposure, and reliance on key partners and personnel.
Galaxy Payroll Group Limited reports that it has regained compliance with Nasdaq’s minimum bid price listing rule. The company previously received notices from Nasdaq in March and September 2025 that its ordinary shares had traded below the required $1.00 per share minimum bid price for an extended period, triggering a compliance grace period and then an additional 180-day extension. On September 22, 2025, Nasdaq formally notified the company that it is now back in compliance after the closing bid price of its ordinary shares was at or above $1.00 per share for 10 consecutive business days, from September 8 to September 19, 2025. As a result, the prior bid price deficiency matter is closed and the company continues to meet Nasdaq Listing Rule 5550(a)(2) for continued listing.
Galaxy Payroll Group Limited reports that it has regained compliance with Nasdaq’s minimum bid price listing rule. The company previously received notices from Nasdaq in March and September 2025 that its ordinary shares had traded below the required $1.00 per share minimum bid price for an extended period, triggering a compliance grace period and then an additional 180-day extension. On September 22, 2025, Nasdaq formally notified the company that it is now back in compliance after the closing bid price of its ordinary shares was at or above $1.00 per share for 10 consecutive business days, from September 8 to September 19, 2025. As a result, the prior bid price deficiency matter is closed and the company continues to meet Nasdaq Listing Rule 5550(a)(2) for continued listing.
Galaxy Payroll Group Limited reported that Nasdaq has granted an additional 180-day period, until March 16, 2026, to regain compliance with Nasdaq’s minimum bid price requirement. The company previously fell out of compliance after its ordinary shares closed below $1.00 per share for 30 consecutive business days ending March 14, 2025.
To regain compliance, the closing bid price of the company’s ordinary shares must be at least $1.00 per share for a minimum of ten consecutive business days. The company states that it intends to cure the deficiency during this extended period and may effect a reverse stock split if necessary.
Galaxy Payroll Group Limited reported that Nasdaq has granted an additional 180-day period, until March 16, 2026, to regain compliance with Nasdaq’s minimum bid price requirement. The company previously fell out of compliance after its ordinary shares closed below $1.00 per share for 30 consecutive business days ending March 14, 2025.
To regain compliance, the closing bid price of the company’s ordinary shares must be at least $1.00 per share for a minimum of ten consecutive business days. The company states that it intends to cure the deficiency during this extended period and may effect a reverse stock split if necessary.
Galaxy Payroll Group Limited filed a Form 6-K as a foreign private issuer for September 2025. The report is signed by Chief Executive Officer Wai Hong Lao and includes an exhibit referencing a September 3, 2025 press release regarding a planned share consolidation.