Welcome to our dedicated page for Utime SEC filings (Ticker: WTO), 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.
The UTime Limited (Nasdaq: WTO) SEC filings page collects the company’s regulatory disclosures, primarily furnished on Form 6-K as a foreign private issuer. These documents explain how UTime describes its business as a consumer electronics and mobile communications company focused on the design, development, manufacture, production, sales and brand operation of mobile devices and smart wearable devices, along with OEM/ODM and Electronics Manufacturing Services for other brands. Through these filings, investors can review official information on product launches, capital raising, governance changes and listing compliance.
UTime’s recent Form 6-K reports include press releases about the launch of a smartwatch with integrated blood pressure monitoring, the release of a smart ring for sleep and continuous health monitoring, and the promotion of smart wearable devices to more international markets. Other 6-Ks cover a Memorandum of Understanding with Hainan Fuxinyi Investment Co., Ltd. to co-develop a digital eldercare services platform, and a procurement agreement for smart health devices through its Hong Kong subsidiary with Tumu Vertex LLC. Filings also describe UTime’s exploration of AI-based health data analysis models using continuous physiological data from its wearables.
From a capital markets perspective, UTime has filed 6-Ks detailing a $25 million best-efforts public offering of units consisting of Class A ordinary shares and warrants, as well as a registered direct offering under a shelf registration statement on Form F-3. Additional filings discuss a private placement used to address Nasdaq’s stockholders’ equity requirement and the company’s plan for a 1-for-100 reverse stock split to support compliance with Nasdaq’s minimum bid price rule.
Corporate governance and structural changes are also documented in these filings, including board resignations and new director appointments, the resignation of the Chief Operating Officer, and the discontinuation and divestiture of certain subsidiaries. By reviewing UTime’s SEC filings alongside AI-powered summaries, readers can quickly identify key topics such as financing terms, listing status, business focus in mobile devices and health wearables, and the company’s approach to eldercare and health data initiatives.
UTime Limited plans to hold an Extraordinary General Meeting of shareholders on November 10, 2025 at 10:00 AM EST. The meeting is for holders of the Company’s Class A and Class B ordinary shares. The company furnished the Notice of Extraordinary General Meeting as Exhibit 99.1 and the Form of Proxy Card as Exhibit 99.2 under this Form 6-K.
UTime Limited announced it entered into a Memorandum of Understanding with Hainan Fuxinyi Investment Co., Ltd. to collaborate over the next three years to co-develop a professional digital platform for elderly care services.
A press release with additional details is furnished as Exhibit 99.1 to this report.
UTime Limited priced and closed a best‑efforts public unit offering for approximate gross proceeds of $25 million, before fees and expenses. The Company sold 22,727,275 units at $1.10 per unit, each unit consisting of one Class A ordinary share and a warrant to purchase one Class A ordinary share.
Each warrant is exercisable immediately at $1.10 per share and expires one year from issuance, with customary anti‑dilution adjustments. The warrants include a cashless exercise alternative and a zero exercise price option under which holders may receive up to 14 shares per warrant, capped at an aggregate 318,181,850 shares. The offering was made under UTime’s effective Form F‑3 shelf via an October 16, 2025 prospectus supplement and closed on October 17, 2025.
Univest Securities acted as placement agent and will receive an 8.0% cash fee, a 1.0% non‑accountable expense allowance, and up to $150,000 in reimbursed expenses. Directors, officers and certain 5% holders agreed to 90‑day lock‑ups; the Company also agreed to a 90‑day issuance/registration standstill and a 120‑day prohibition on Variable Rate Transactions. Net proceeds will be used for general working capital and corporate purposes.
UTime Limited (WTO) launched a primary offering of 22,727,275 Units at $1.10 per Unit, each Unit including one Class A Ordinary Share and one one-year Warrant. The company is also registering 318,181,850 Class A Ordinary Shares issuable upon Warrant exercise via a disclosed zero exercise price option that allows holders to receive 14 shares per Warrant. The Warrants are immediately exercisable, have an initial cash exercise price of $1.10, and include 4.99% (or 9.99% at election) beneficial ownership limits.
This best‑efforts, no‑minimum offering is expected to deliver approximately $20.8 million in net proceeds to UTime for working capital and general corporate purposes after placement agent fees and estimated expenses. The Warrants are not listed; the Class A Ordinary Shares trade on Nasdaq as “WTO.” Company agreements include a 90‑day issuance lock‑up (with exemptions), a 120‑day prohibition on variable rate transactions, and 90‑day insider lock‑ups. The company does not expect to receive proceeds from Warrant exercises under the zero exercise price option.
UTime Limited (WTO) reported it believes it has regained compliance with Nasdaq’s $2.5 million stockholders’ equity requirement after completing a $25 million private placement of ordinary shares on August 12, 2025. The company estimates approximately $6.69 million in stockholders’ equity on a pro forma basis and says recent cost cuts from discontinuing unprofitable activities support maintaining compliance over the next 12 months.
Nasdaq previously notified UTime on or about August 15, 2025 that it was below the $2,500,000 equity threshold based on its Form 20-F filed August 11, 2025. Nasdaq will continue to monitor compliance and the company may face delisting if its next periodic report does not evidence compliance.
UTime also announced the immediate discontinuation and divestiture of three subsidiaries: Changsha Utime Business Management Co., Ltd., WTO New York Inc., and UT (HK) International Technology Co. Limited. The divestiture process has begun as UTime refocuses on core businesses.
UTime Limited reports that two Form 6-K filings made on September 9, 2025, and related press releases were submitted by an unauthorized individual and contained false information about wholesale leadership changes. The company confirms that no executive officers or directors resigned and that its board and management remain unchanged.
UTime explains that this individual seized control of its EDGAR filing codes, temporarily blocking official access, and that the company worked with the SEC to regain control on October 9, 2025. The refurnished September 11, 2025 press release, attached as Exhibit 99.1, reiterates the continuity of the existing leadership team.
UTime Limited reports significant leadership and board changes. Effective September 8, 2025, the Board removed Mr. Yanzhi Wang as an independent director, chairman of the Audit Committee, and member of the Compensation and Nominating & Corporate Governance Committees.
To fill the resulting vacancies, the Board appointed Ms. Xuan Ouyang as an independent director, chairman of the Audit Committee, and member of the Compensation and Nominating Committees, effective the same date. The Board also approved Mr. Tianlong Wang as Chief Executive Officer and chairman, effective September 8, 2025.
In addition, the company appointed Mr. Shirong Tong and Mr. Zhongping Liu as independent directors with various committee roles, and Ms. Xiaoxia Wu as a director of the Board, all effective September 8, 2025. These changes substantially reshape the company’s board and senior leadership structure.
UTime Limited reported sweeping leadership changes in early September 2025. On September 4, four board members, including Chief Executive Officer and Chairman Hengcong Qiu, resigned effective immediately. Each departing director and the CEO stated that their resignations were not the result of any disagreement with the company’s operations, policies, or practices.
On September 8, the board appointed Tianlong Wang as the new Chief Executive Officer and chairman, and named Shirong Tong, Zhongping Liu, and Xiaoxia Wu as new directors. The filing notes that there are no special arrangements underlying these appointments and no family relationships between the new appointees and existing directors or executive officers. The new leaders bring experience in management, academia, human resources, and investment management.
UTime Limited completed a private placement of up to 80,000,000 Class A ordinary shares at $0.3125 per share, for an aggregate purchase price of approximately $25 million, to certain non-U.S. investors under Regulation S. The company plans to use the net proceeds for working capital and other general corporate purposes. The transaction closed on August 22, 2025 after all closing conditions in the securities purchase agreement were satisfied.
The company also announced governance changes. Effective August 18, 2025, independent director Ms. Na Cai resigned from the board and from her roles on the audit, compensation, and nominating committees for personal reasons, stating there was no disagreement with management or the board. On August 21, 2025, the board approved the appointment of Mr. Yanzhi Wang as an independent director and committee member, effective August 22, 2025, under a director offer letter setting the terms of his service.
UTime Limited operates as a Cayman Islands holding company and conducts substantially all operations in China through a consolidated variable interest entity (VIE), United Time Technology Co., Ltd., under contractual arrangements rather than equity ownership. The company reported consolidated revenue of RMB 250,997 thousand (FY2025) with a gross profit of RMB 7,084 thousand, but recorded a large consolidated net loss of RMB 670.1 million (approximately US$92.3 million) in FY2025.
Operating cash flows were negative in recent years, with cash used in operations of RMB 31.7 million (US$4.4 million) in FY2025 after a larger outflow in FY2024. Cash on hand totaled US$15.1 million at March 31, 2025 (about US$10.4 million in Hong Kong, US$4.6 million in the U.S., and US$0.1 million in the PRC). The filing discloses material weaknesses in internal control over financial reporting and highlights regulatory risks tied to the VIE structure and U.S. inspection/delisting provisions (HFCA Act/PCAOB). Outstanding Class A shares totaled 3,604,015 as of March 31, 2025.