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 (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 filed an amended report to correct the specific Nasdaq listing rule cited in an earlier disclosure, clarifying that the issue relates to the required minimum market value of its listed securities.
Nasdaq notified the company that it failed to meet Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of listed securities of $50,000,000 for 30 consecutive trading days by September 1, 2025. This notice does not immediately affect the trading of Graphjet’s ordinary shares on The Nasdaq Global Market, but Nasdaq will consider the deficiency when deciding whether the shares can remain listed. Graphjet must submit its written views to Nasdaq by September 9, 2025 and has already agreed to update Nasdaq on its fundraising plans on or before September 30, 2025.
Graphjet Technology reported that Nasdaq has notified the company it has regained compliance with two key listing standards. The company is now in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC, and Nasdaq Listing Rule 5450(a)(1), which requires a minimum bid price of at least $1.00 per share for its primary equity security.
The company will be under a one-year Mandatory Panel Monitor period from the date of the notice. During this time, if Graphjet again fails to meet the periodic filing requirement, Nasdaq will issue a delisting determination without allowing extra time or a compliance plan, although the company could request a new hearing and its securities may be delisted from Nasdaq at that point.
Graphjet Technology received a written notice from Nasdaq on September 2, 2025 stating that the company did not regain compliance with Nasdaq Listing Rule 5450(b)(2)(A), which requires a minimum market value of publicly held shares of
The notice does not immediately affect the trading of the company’s shares, which continue to be listed. Nasdaq has asked Graphjet to submit its views on the notice in writing by September 9, 2025, and the company has previously agreed to provide Nasdaq with an update on its fundraising plans on or before September 30, 2025. The company also highlights various business and financing risks in its forward-looking statements disclaimer, including its need for additional capital and its ability to return to and maintain compliance with Nasdaq listing standards.
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.
Graphjet Technology filed an Form 8-K reporting a material event dated
Graphjet Technology (GTI) reported interim consolidated results showing continued operating losses and liquidity strain. The company recorded a loss before income tax of $577,023 for the interim period and a larger loss of $14,269,147 for the six-month period referenced. Management discloses a negative working capital position of $19,803,945 as of March 31, 2025, and explicitly states these conditions raise substantial doubt about the company’s ability to continue as a going concern.
The capital structure includes approximately 147.4 million Class A ordinary shares outstanding and 12,028,075 warrants assumed from a merger, with an additional 20,000,000 warrants issued on May 15, 2025 to purchase up to 200,000,000 Class A shares at $0.055 each. The filing references a reverse recapitalization with an exchange ratio of ~55.1 applied retroactively. Significant liabilities include deferred underwriting commission liabilities (~$1.5 million fair-value liability reclassified upon issuance) and various unsecured loans and related-party arrangements. Management identifies potential financing sources including bank financing and equity financings but provides no certainty of success.