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.
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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 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.
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