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 (NASDAQ:GTI) filed an 8-K announcing the cancellation of its previously planned reverse share split. The company's board of directors has reconsidered and decided not to proceed with the Extraordinary General Meeting for which a preliminary proxy statement was filed on June 24, 2025. As a result, no definitive proxy statement will be filed, and the Extraordinary General Meeting has been cancelled. The filing indicates a significant shift in the company's capital structure strategy.
Graphjet Technology has announced an Extraordinary General Meeting to be held virtually on July 21, 2025, at 10:00 AM EST. Shareholders will vote on four key proposals:
- Share Capital Reorganization: Reclassifying the company's $50,000 authorized share capital into 500,000,000 Class A ordinary shares ($0.0001 each), consolidating all existing share classes
- Share Consolidation: Implementing a reverse stock split at a ratio between 1-for-70 and 1-for-120, with the exact ratio to be determined by the Board
- Charter Amendment: Adopting amended memorandum and articles of association to reflect the share reorganization and consolidation
- Adjournment Proposal: Allowing meeting adjournment if needed for further proxy solicitation or other reasons
The Board unanimously recommends voting "FOR" all proposals. Shareholders of record as of June 20, 2025, are eligible to vote through the virtual meeting platform or by proxy. This restructuring aims to streamline the company's share structure and potentially improve stock marketability.
Graphjet Technology (GTI) faces potential delisting challenges from Nasdaq due to two listing rule violations. First, in February 2025, the company failed to maintain the minimum $1.00 bid price requirement under Rule 5550(a)(2), receiving until August 20, 2025 to regain compliance.
More critically, on June 18, 2025, Nasdaq issued a second notice indicating GTI's failure to maintain the minimum $0.10 bid price over the last 10 consecutive trading days under Rule 5450(a)(1). This matter will be reviewed at a Nasdaq Hearings Panel on July 17, 2025.
Key points:
- Company will appeal Nasdaq's decision
- Trading continues during appeal process
- Management claims "diligent efforts" to regain compliance
- Company faces uncertainty regarding maintaining listing status
As an emerging growth company, GTI faces additional challenges in commercializing its graphene and graphite products while addressing these listing compliance issues.
Graphjet Technology (GTI) announced two significant developments in this 8-K filing:
Financial Restatement: The company will restate its FY2023 financial statements due to an accounting policy change regarding intellectual property valuation. The restatement relates to the treatment of IP assigned by former Chief Science Officer Mr. Liu. Previously recorded as a third-party acquisition, the IP will now be valued at development cost per ASC 850-10-20, as Mr. Liu is considered key personnel.
Audit Committee Changes: The Board appointed two new members to the Audit Committee:
- Chen Siow Woon and Ang Chee Yong join Tan Song Jie (Audit Committee Chair)
- New appointees receive RM 2,500 monthly compensation
The company expects to file its FY2024 Annual Report before the Nasdaq hearing scheduled for July 17, 2025. Kreit & Chiu CPA, LLP, the current auditor, will conduct both the restatement and FY2024 audit.