Welcome to our dedicated page for Graphjet Technology SEC filings (Ticker: GTI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to U.S. SEC filings for Graphjet Technology (GTI), a Cayman Islands exempted company whose Malaysian operating subsidiary produces graphene and graphite from palm kernel shells. Through these filings, investors can review how the company describes its business, capital structure, financing arrangements, and listing status in official documents.
Graphjet’s Form 8-K filings in 2025 detail several material events. These include multiple notices from The Nasdaq Stock Market LLC regarding compliance with continued listing standards, such as minimum bid price, periodic filing requirements, and market value thresholds. Later 8-K reports state that a Nasdaq Hearings Panel determined to delist the company’s Class A ordinary shares from The Nasdaq Global Market effective November 13, 2025, and that the shares began trading on an over-the-counter market under the ticker symbol GTIJF. Additional 8-Ks describe the company’s appeal to the Nasdaq Listing and Hearing Review Council and its request for review and potential provisional relisting.
Filings also cover Graphjet’s financing and capital transactions. An 8-K dated October 17, 2025 outlines a Master Loan Agreement with International Liquidity, LLC, providing for a secured, non-recourse term loan backed by pledged shares. A related S-1 registration statement describes the registration for resale of Class A ordinary shares held or issuable to several selling securityholders, including shares issuable upon the exercise of warrants, shares issued or issuable under a property sale and purchase agreement, shares issued as debt settlements, and shares issuable as collateral for the loan.
The company’s definitive proxy statement on Schedule 14A sets out proposals for shareholders at an annual general meeting, including a warrant exercise proposal, share issuances, an increase in authorized share capital, adoption of amended and restated memorandum and articles of association, director re-election, auditor ratification, and a possible adjournment. Together, these documents allow readers to examine Graphjet’s governance, capital decisions, and responses to listing challenges. On Stock Titan, AI-powered tools can summarize lengthy 10-K, 10-Q, 8-K, S-1, and proxy filings, highlight key risks and capital structure changes, and help users quickly locate information on topics such as listing status, share consolidations, and secured loans.
Graphjet Technology reports that its Class A ordinary shares were delisted from The Nasdaq Global Market after a November 11, 2025 panel decision citing deficiencies under Nasdaq Listing Rules 5450(b)(2) for market value of listed securities and 5450(b)(3)(C) for market value of publicly held shares. The delisting became effective on November 13, 2025, and the company has appealed to Nasdaq’s Listing and Hearing Review Council, asking the Council to reverse the decision and authorize a provisional relisting while the appeal is reviewed.
Graphjet has linked its Nasdaq compliance plan to votes at its annual general meeting on December 19, 2025, where shareholders will consider share issuances, an increase in authorized share capital with a related charter amendment, a warrant exercise proposal, re‑election of a director, auditor ratification and a possible adjournment. Its Class A ordinary shares now trade on an over‑the‑counter market under the symbol “GTIJF”, and the board recommends that shareholders vote “FOR” each proposal described in the definitive proxy statement.
Graphjet Technology has filed an amended definitive proxy for its virtual annual general meeting on December 19, 2025, updating the record date to December 11, 2025 and revising its beneficial ownership table. Holders of 3,845,062 Class A ordinary shares as of the record date are being asked to vote on seven proposals.
Key items include approval for the exercise of 333,334 warrants held by Aiden Lee Ping Wei to purchase 3,333,340 Ordinary Shares, and share issuances of 3,157,000 Ordinary Shares to International Liquidity, LLC under a USD$7,000,000 Master Loan Agreement and 11,065,513 Ordinary Shares to Tan Chin Teong tied to the purchase of the company’s operating property. Each issuance is described as exceeding 20% of currently outstanding shares under Nasdaq Listing Rule 5635(d), and the company acknowledges these actions will dilute existing ownership percentages.
Shareholders are also asked to increase authorized share capital from 8,333,333 to 1,000,000,000 Class A ordinary shares, adopt amended and restated memorandum and articles to reflect this and other changes, re-elect CEO and director Chris Lai Ther Wei, ratify Kreit & Chiu, LLP as auditor for the years ending September 30, 2024 and 2025, and approve a potential adjournment of the meeting. The proxy also highlights risks around regaining compliance with Nasdaq listing standards, completing late SEC filings and restated financial statements, and remediating identified material weaknesses in internal control.
Graphjet Technology discloses that its Class A ordinary shares were delisted from the Nasdaq Global Market following a Nasdaq Hearings Panel decision on November 11, 2025, and began trading on the OTC Markets under the ticker symbol GTIJF as of November 13, 2025. On November 25, 2025, the company submitted a formal appeal to the Nasdaq Listing and Hearing Review Council, asking it to review and reverse the delisting and to grant a stay of the Panel’s decision while Graphjet presents a detailed, evidence-based plan to regain compliance with Nasdaq listing rules. Nasdaq has requested that Graphjet submit its compliance plan and other written materials by December 10, 2025, and the company warns there is no assurance it will regain or maintain Nasdaq compliance, obtain a stay, or succeed in its appeal.
Graphjet Technology is calling a virtual annual general meeting on December 19, 2025 to ask shareholders to approve several major capital and governance actions. Key items include permitting the exercise of 333,334 warrants held by Aiden Lee Ping Wei into 3,333,340 Class A ordinary shares and authorizing share issuances of 3,157,000 shares to International Liquidity, LLC and 11,065,513 shares to Tan Chin Teong. With 3,210,062 Class A ordinary shares outstanding as of the record date, these issuances would significantly expand the equity base and dilute existing ownership. The company also seeks to increase authorized share capital from 8,333,333 to 1,000,000,000 Class A ordinary shares, adopt amended and restated memorandum and articles to reflect this change, re-elect Chris Lai Ther Wei as a Class I director, ratify Kreit & Chiu, LLP as auditor for the years ending September 30, 2024 and 2025, and approve a possible adjournment of the meeting if needed.
Graphjet Technology reported that its ordinary shares will begin trading on the OTC Markets under the ticker GTIJF, effective November 13, 2025. This change follows a Nasdaq delisting process, and the company notes it was suspended from trading on Nasdaq on November 13, 2025. The shares were previously listed on The Nasdaq Global Market under the ticker GTI. The company states that trading on OTC Markets is expected to provide continued liquidity for shareholders. No shareholder action is required, and the CUSIP number remains unchanged.
Graphjet Technology (GTI) filed a preliminary proxy for its virtual annual meeting on December 19, 2025. The Board seeks approvals to: permit exercise of 333,334 warrants held by Aiden Lee Ping Wei to purchase 3,333,340 Class A Ordinary Shares; authorize share issuances of 3,157,000 shares to International Liquidity, LLC under an October 16, 2025 Master Loan Agreement and 1,095,911 shares to Tan Chin Cheong tied to a property purchase; increase authorized share capital from 8,333,333 to 1,000,000,000 Class A shares (US$0.006 par); adopt amended and restated charter to reflect the increase; re-elect Chris Lai Ther Wei as a Class I director; and ratify Kreit & Chiu, LLP as auditor for fiscal years ending September 30, 2024 and 2025.
The share issuances total 4,252,911 shares, and the warrant exercise would add up to 3,333,340 shares. Auditor fees disclosed were $403,943 for 2024 and $245,850 for 2025. Most proposals require a simple majority; the charter amendment requires at least two-thirds of votes cast. The record date is November 14, 2025, and the Board recommends voting FOR all proposals.
Graphjet Technology reported receiving a Nasdaq notice on October 29, 2025 regarding noncompliance with Listing Rule 5450(b)(2)(C), which requires a minimum market value of publicly held shares of $15,000,000 for 30 consecutive trading days. Nasdaq will consider this deficiency in its decision on GTI’s continued listing on the Nasdaq Global Market, and noted the company also does not currently satisfy Maintenance Standard 2. The notice has no immediate effect on trading. GTI has been providing the Hearings Panel updates on fundraising plans and must submit its written views by November 5, 2025.
Graphjet Technology filed a preliminary S-1 registering for resale up to 7,802,976 Class A Ordinary Shares by selling securityholders, to be sold from time to time and, if applicable, after lock-up expirations. The registered shares include issuable shares from 333,334 warrants at $3.30 per share and shares tied to agreements such as a Master Loan Agreement under which 3,157,000 shares may be issued as collateral for a $7,000,000 loan.
The company will not receive proceeds from sales by selling securityholders; it would receive cash only if the warrants are exercised for cash. The prospectus notes the registered amount represents a substantial percentage of the public float, and sales or perceived sales could pressure the trading price. GTI trades on Nasdaq under “GTI”; public warrants trade OTC as “GTIW.”
Graphjet Technology announced a secured, non-recourse term loan with International Liquidity, LLC. The principal amount equals 65.00% of the fair market value of pledged collateral and is currently estimated at approximately $7 million. The loan carries a fixed 5.0% annual interest rate, paid quarterly beginning on the first banking day of the third month after closing, and matures five years after the initial closing.
The financing is secured by a pledge of 3,157,000 Company shares to be issued to the lender under a Master Pledge Agreement. Upon full repayment, the pledged shares will be returned to the Company. The agreements include customary representations, covenants, events of default, and indemnities, and were filed as exhibits.
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