Business Context and Reporting Period
Company: Armlogi Holding Corp. (Nasdaq: BTOC)
Filing Type: Form 8-K (Current Report)
Date of Report: November 7, 2025
Event: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard (Item 3.01).
Key Financial Metrics
This filing is a current report regarding listing compliance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes
The material change reported is the receipt of a notice from The Nasdaq Stock Market LLC indicating non-compliance with Nasdaq Listing Rule 5450(a)(1). The Company's common stock closing bid price was less than $1.00 per share for the previous 30 consecutive business days.
Outlook, Risks, and Contingencies
- Compliance Period: The Company has 180 calendar days (until May 6, 2026) to regain compliance.
- Requirement: The closing bid price must be at least $1.00 per share for a minimum of 10 consecutive business days during the compliance period.
- Contingency Plan: If compliance is not met by May 6, 2026, the Company may apply to transfer to the Nasdaq Capital Market. This requires a $5,000 fee and meeting other listing standards, potentially including a reverse stock split.
- Risks: Failure to regain compliance or successfully transfer markets may result in delisting. The Company states there is no assurance it will maintain its listing.
- Current Status: The notice has no immediate impact; the stock continues to trade on the Nasdaq Global Market.
Investor Verification Checklist
- Verify the current closing bid price of BTOC to assess proximity to the $1.00 threshold.
- Monitor the Company's stock price for 10 consecutive days of trading at or above $1.00.
- Review future filings for announcements regarding a reverse stock split or a transfer application to the Nasdaq Capital Market.
- Check for any subsequent notices from Nasdaq regarding the extension of the compliance period or delisting determinations.