Business Context and Reporting Period
This Form 8-K Current Report was filed by Armlogi Holding Corp. on May 7, 2026. The filing addresses regulatory compliance issues regarding the listing of the Company's common stock (Trading Symbol: BTOC) on The Nasdaq Stock Market LLC. The Company is incorporated in Nevada and is designated as an emerging growth company.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on listing status and regulatory compliance.
Material Changes and Events
- Nasdaq Transfer Approval: Nasdaq approved the Company's application to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market, effective at the opening of business on May 8, 2026.
- Minimum Bid Price Deficiency: The Company previously failed to meet the $1.00 minimum bid price requirement for 30 consecutive business days. Upon transfer to the Capital Market, the Company was granted a new 180-day compliance period (the "Second Compliance Period") ending November 2, 2026.
- Market Value of Publicly Held Shares (MVPHS): The Company previously received notice of non-compliance regarding MVPHS (below $5,000,000). Transfer to the Capital Market automatically resolves this specific deficiency.
- Remediation Plan: The Company intends to monitor the bid price and may effect a reverse stock split if necessary to regain compliance with the $1.00 minimum bid price requirement.
Outlook, Risks, and Management Commentary
Management states that the Company will actively monitor the bid price and consider all available options, including a reverse stock split, to resolve the deficiency. However, the filing explicitly states there can be no assurance that the Company will be able to regain or maintain compliance with Nasdaq listing criteria. If the Company fails to regain compliance by November 2, 2026, its stock will be subject to delisting. The Company may appeal a delisting determination to a Nasdaq hearings panel, though success is not guaranteed. The filing notes that these events do not affect the Company's business operations or SEC reporting requirements.
Investor Verification Checklist
- Verify the effective date of the listing transfer to The Nasdaq Capital Market (May 8, 2026).
- Monitor the daily closing bid price of BTOC to determine if it reaches $1.00 for 10 consecutive business days before November 2, 2026.
- Watch for future announcements regarding the implementation of a reverse stock split.
- Review the Company's latest 10-K or 10-Q filings for actual financial performance data, as this 8-K contains no financial metrics.