Armlogi Holding Corp. filings document a Nevada logistics company with common stock listed on Nasdaq under BTOC and emerging growth company status. The record includes Form 8-K reports on operating results, board changes, and Nasdaq continued-listing compliance notices for the company’s common stock.
Proxy materials describe annual meeting matters such as director elections, auditor ratification, board governance, voting mechanics, and stockholder meeting procedures. The filings also provide formal disclosure around the company’s warehousing, order fulfillment, and transportation business as reported through material-event and financial-result releases.
Armlogi Holding Corp. reported higher revenue but deeper losses for the nine months ended March 31, 2026. Revenue reached $142.7 million versus $139.5 million a year earlier, while net loss widened to $15.4 million and gross margin stayed negative at -3.6%.
Cash and cash equivalents fell to $2.7 million and total cash plus restricted cash to $7.1 million, alongside net cash used in operations of $5.5 million. The company ended the period with $20.9 million of net current liabilities and $7.0 million of accumulated deficits, and its auditors highlight conditions that raise substantial doubt about its ability to continue as a going concern.
Armlogi continues to expand warehousing and logistics services in the U.S., but faces high lease and labor costs that keep costs of services above revenue. It is pursuing cost optimization, delaying some capital spending, and seeking additional financing. The company also received Nasdaq notices for bid-price and market-value deficiencies and transferred its listing to the Nasdaq Capital Market, with an additional compliance window and a potential reverse stock split under consideration.
Armlogi Holding Corp. reported third quarter and first nine months fiscal 2026 results for the period ended March 31, 2026. For the nine months, total revenue was $142.7 million, up 2.3% year-over-year, with warehousing services revenue rising 19.9% to $55.5 million and transportation services revenue declining 6.4% to $87.1 million.
The company recorded a nine‑month net loss of $15.4 million, or $(0.35) per share, compared with a net loss of $10.1 million, or $(0.24) per share, in the prior-year period. Third quarter revenue was $41.7 million versus $45.8 million a year earlier, and gross profit was a loss of $1.9 million compared with positive gross profit previously.
As of March 31, 2026, Armlogi operated 12 warehouses across the United States totaling approximately 3.9 million square feet. Cash and cash equivalents and restricted cash totaled $7.1 million as of March 31, 2026, down from $9.4 million at March 31, 2025, while net cash used in operating activities for the nine months was $5.5 million.
Armlogi Holding Corp. reports that Nasdaq has approved transferring its common stock listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective at the opening of business on May 8, 2026. This move grants an additional 180-day compliance period, until November 2, 2026, to meet Nasdaq’s minimum $1.00 bid price requirement.
The company previously fell below the $1.00 minimum bid and the $5,000,000 Market Value of Publicly Held Shares threshold. Armlogi is considering options, including a potential reverse stock split, but warns that failure to regain compliance could result in delisting, subject to any appeal.
Armlogi Holding Corp. reported receiving a Nasdaq notice that its common stock no longer meets Nasdaq Global Market continued listing standards because its Market Value of Publicly Held Shares was below $5,000,000 for 30 consecutive business days.
The stock continues to trade on the Nasdaq Global Market under “BTOC.” Armlogi has 180 calendar days, until October 14, 2026, to regain compliance by having MVPHS at or above $5,000,000 for at least ten consecutive business days.
If compliance is not regained, Armlogi could face delisting but may appeal to a Hearings Panel or apply to transfer its listing to the Nasdaq Capital Market, which requires a $5,000 application fee and meeting that market’s continued listing standards.
Armlogi Holding Corp. reported higher revenue but deeper losses for the six months ended December 31, 2025. Revenue rose 7.9% to $101.0 million from $93.6 million, yet the company posted a net loss of $10.4 million versus $6.3 million a year earlier. Gross margin remained negative at about ‑3.2%, reflecting costs of services that exceeded revenue.
Total assets were $153.1 million, with lease liabilities a major component, while total liabilities were $134.5 million and equity was $18.5 million. Cash and cash equivalents were $5.0 million, plus $4.4 million of restricted cash, against a net current liability position of about $15.8 million. Management disclosed substantial doubt about the company’s ability to continue as a going concern without new financing and is pursuing cost cuts and additional funding.
Shares outstanding increased to 45,443,079 as of February 13, 2026, partly from issuing 3,192,145 shares under a Standby Equity Purchase Agreement, which extinguished all outstanding convertible notes. Armlogi also received a Nasdaq notice for trading below the $1.00 minimum bid price and has until May 6, 2026 to regain compliance.
Armlogi Holding Corp. (BTOC) reported a quarterly net loss of $6.5 million for the three months ended September 30, 2025, as revenue rose to $49.5 million from $42.5 million a year ago. Despite higher sales, costs outpaced revenues, resulting in a gross loss of $2.5 million, though the gross loss margin improved to (5.0)% from (8.5)%.
The company disclosed going concern uncertainty, citing a net current liability of $11.1 million at quarter-end and the need for additional financing to fund operations. Cash and restricted cash totaled $10.8 million, with operating cash outflow of $1.9 million. Lease obligations remain significant, with total operating lease liabilities of $123.6 million.
Armlogi fully settled its prior convertible notes by September 2025, including equity issuances under its SEPA, and repaid $2.02 million on the notes during the quarter. Shares outstanding were 45,443,079 as of September 30, 2025.
Armlogi Holding Corp. (BTOC) disclosed a Nasdaq minimum bid-price deficiency notice. On November 7, 2025, Nasdaq notified the company that its common stock failed to meet Listing Rule 5450(a)(1) because the closing bid was below $1.00 per share for 30 consecutive business days. The notice does not immediately affect trading; shares continue on the Nasdaq Global Market under “BTOC.”
Armlogi has 180 calendar days, until May 6, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days. If unmet, the company may seek a transfer to the Nasdaq Capital Market, which requires a transfer application and a $5,000 fee, meeting applicable standards, and stating an intention to cure—potentially via a reverse stock split. Failure to comply could lead to delisting, which the company could appeal. Management will monitor the bid price and evaluate available options.
Armlogi Holding Corp. (BTOC) set its first annual stockholders’ meeting for December 4, 2025 at 1:00 p.m. ET, to be held virtually. Stockholders will vote to elect five directors and to ratify ZH CPA, LLC as independent auditor for the fiscal year ending June 30, 2026. The record date is October 20, 2025. Shares outstanding were 45,443,079 as of the record date, each entitled to one vote.
The proxy highlights recent results: revenue $190.4 million (up 14.0%) alongside higher costs, leading to a gross loss $3.0 million (gross margin -1.6%) and a net loss $15.3 million versus prior-year net income. Cost of services rose 29.9% and G&A reached $14.7 million. Cash, cash equivalents, and restricted cash were $13.6 million at fiscal year-end. Governance notes include a board that is 60% independent, fully independent committees, and combined CEO/Chair roles. The board recommends voting FOR all nominees and FOR auditor ratification.
Armlogi Holding Corp. filed a current report to furnish a press release announcing its financial results for the fiscal year ended June 30, 2025. The company stated that the press release, dated September 25, 2025, is included as Exhibit 99.1. Armlogi’s common stock trades on The Nasdaq Stock Market under the symbol BTOC, and the report is signed by Chief Executive Officer Aidy Chou.
Armlogi Holding Corp. (BTOC) reported operational expansion and material financial volatility for the year ended June 30, 2025. Revenues show scale—warehousing services reported US$63.3 million versus US$51.5 million a year earlier—but profitability deteriorated. The company recorded a negative gross result (shown as (3,000,569)) and a reported (loss) earnings per share of $(0.37) compared with earnings per share of $0.19 in the prior year. Management cites higher warehouse labor, rental expenses from new facilities, and increased freight costs driven by carrier rate changes as key drivers of margin compression.
Liquidity and financing changes are notable: new operating lease ROU assets of US$27.9 million were recognized and total lease liabilities were US$128.2 million with minimum lease payments of US$171.1 million. The company drew two prepaid advances of US$5.0 million each under a SEPA arrangement, received net cash of US$4.5 million per tranche, and did not receive the third tranche because a required registration statement did not become effective. Top suppliers remain concentrated, with the top five suppliers accounting for 51.8% of purchases in 2025. Related-party transactions, multiple short-term loans to customers with collateralized inventory, and a non-binding LOI to acquire Leopard Transnational were disclosed.