Graphjet Technology SEC Filings

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.

Graphjet Technology (GTI) reported significant operating losses and liquidity strain for the nine months ended June 30, 2025. The company recorded a loss before income tax of $21,501,957 for the period and disclosed a negative working capital of $15,705,766, which the registrant states raises substantial doubt about its ability to continue as a going concern. Share-based compensation rose materially as the company recognized $19.2 million of share compensation expense related to issuance of warrants. The company completed a reverse recapitalization and various equity and debt settlements, issued warrants and reserved shares under an equity incentive plan, and maintained cash of approximately the reported period-end balance resulting in a net change in cash of $86,779 for the period. The filing discloses material related-party loans, debt settlements, and deferred bonus share obligations totaling multi-million dollar amounts.