Welcome to our dedicated page for iOThree SEC filings (Ticker: IOTR), 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.
iOThree Limited filings document a foreign private issuer that provides maritime satellite connectivity and vessel digitalization solutions. Its Form 6-K reports include unaudited condensed consolidated financial statements, operating and financial review materials, press releases, and material-event disclosures tied to product updates, financial reporting, and Nasdaq-listed security matters.
The company’s regulatory record also covers governance and capital-structure changes, including director appointments and resignations, shareholder meeting results, amended memorandum and articles of association, authorized share capital, ordinary shares, Class A shares, preferred shares, warrants, and reverse share split disclosures. Certain reports are incorporated by reference into the company’s Form S-8 registration statement, linking current reports to equity compensation and related securities disclosures.
iOThree Limited reports a change in its board of directors. Chief Commercial Officer Joanna Hui Cheng Soh resigned from her role as a director of the company, effective January 20, 2026. The company states that her resignation was not due to any disagreement over operations, policies, including accounting or financial policies, or practices.
On the same date, the board appointed Yufei Li as an independent director and Yangan Ou as a director. Mr. Li brings over a decade of experience in cross-border trade, shipping finance, and audit advisory, most recently serving as Vice President of Vanhui Holdings Group Ltd. Mr. Ou adds more than 15 years of international shipping and dry bulk trading experience, currently serving as Shipping Department General Manager at Vanhui Shipping Co., Limited.
iOThree Limited has entered into securities purchase agreements for a private placement of 2,298,852 ordinary shares at $0.87 per share, for total gross proceeds of approximately $2.0 million. The closing is expected within ten business days of January 10, 2026, subject to customary closing conditions.
The company plans to use the net proceeds from this financing for working capital and general corporate purposes, helping to fund its ongoing operations. The shares are being issued as ordinary shares with a par value of $0.0625, and the transaction relies on exemptions from U.S. registration requirements under Section 4(a)(2) and Regulation S for offers and sales made outside the United States.
iOThree Limited has furnished a Form 6-K to provide its unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024. These interim financial statements, along with an accompanying operating and financial review and a related press release, are included as exhibits to the report. The company is also incorporating these financial statements by reference into its existing Form S-8 registration statement, making them part of the disclosure package for its equity compensation plans. The filing reiterates the company’s standard forward-looking statement warnings, highlighting that actual results may differ materially from current expectations due to various risks and uncertainties described in its latest Annual Report on Form 20-F.
iOThree Limited reported shareholder approval of its Second Amended and Restated Memorandum and Articles of Association and the one‑for‑one redesignation of certain issued ordinary shares as Class A shares, effective October 10, 2025.
As of this report, the company is authorized to issue 700,000,000 Ordinary Shares, 90,000,000 Class A Shares, and 10,000,000 preferred shares. Issued and outstanding totals are 7,333,257 Ordinary Shares and 18,316,743 Class A Shares, with no preferred shares outstanding.
iOThree Limited reported the results of its Extraordinary General Meeting held on October 10, 2025 in Singapore. Shareholders adopted all three proposals presented at the meeting.
Holders of Ordinary Shares as of the September 11, 2025 record date were eligible to vote. As of the record date, 25,650,000 Ordinary Shares were issued and outstanding. A quorum was achieved with 18,935,165 shares present (73.82%) in person or by proxy.
The three proposals each passed with strong support: 98.67% for vs. 1.32% against on one proposal; 98.99% for vs. 1.00% against on another; and 98.94% for vs. 1.05% against on the third, with minimal abstentions recorded in each case.
iOThree Limited (Nasdaq: IOTR) filed Form 20-F/A to add the consolidated FY 2023 financials that were inadvertently omitted from its original 20-F for the year ended 31 Mar 2025; no other disclosures were revised.
Income statement. FY 2025 revenue rose 22% YoY to US$10.48 m (FY 2024: US$8.57 m) driven by satellite connectivity (+19%) and digitalisation services (+29%). Gross profit edged up 1% to US$1.86 m, with margin compressing to 17.8% (FY 2024: 21.5%). Higher SG&A lifted operating expenses to US$2.07 m, turning an operating loss of US$0.20 m (FY 2024: US$0.03 m loss) and a net loss of US$0.23 m versus a marginal loss in FY 2024 and a US$0.92 m profit in FY 2023.
Balance sheet. Total assets dipped 3% YoY to US$5.67 m as cash fell to US$0.44 m from US$0.99 m, partly offset by higher PP&E. Liabilities were stable at US$3.92 m; lease liabilities form the bulk (US$0.64 m). Shareholders’ equity declined 12% to US$1.75 m due to the annual loss and prior-year dividends.
Cash flow. Operating cash inflow was US$0.49 m (prior year: US$1.63 m) while investing and financing outflows drove a US$0.55 m net cash decrease.
Capital structure & compliance. 24 m ordinary shares outstanding; no change. Bank debt totals US$0.08 m at 4.25% fixed; borrowings are personally guaranteed by directors. The auditor, Audit Alliance LLP (PCAOB 3487), issued an unqualified opinion and has served since 2023. As an emerging growth company using U.S. GAAP, iOThree remains a non-accelerated filer and not subject to SOX 404(b) attestation.
The amendment rectifies a filing error; financial results show top-line growth but margin pressure, a swing to losses and reduced liquidity, issues investors should monitor.