ATIF Holdings Ltd Files 8-K/A Amendment

TL;DR

ATIF Holdings Ltd filed an 8-K/A amendment detailing changes in its board and executive team.

AI Summary

ATIF Holdings Ltd filed an amendment (8-K/A) on February 12, 2025, related to events on January 22, 2025. The filing concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes other events and financial statements/exhibits.

Why It Matters

This amendment to a previous filing indicates significant changes in ATIF Holdings Ltd's board of directors and executive officers, which could impact the company's strategic direction and governance.

Risk Assessment

Risk Level: medium — Changes in directorship and executive appointments can signal shifts in company strategy or internal issues, warranting closer observation.

Key Players & Entities

• ATIF Holdings Ltd (company) — Registrant
• January 22, 2025 (date) — Earliest event reported
• February 12, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — on which registered Ordinary Shares, $0.001 par value ZBAI Nasdaq Capital Marke
• $10,000 — n Khan will receive a monthly salary of $10,000 pursuant to his employment agreement wi
• $5,000 — will receive a monthly compensation of $5,000 pursuant to his letter agreement with t
• $1.00 — inary shares had been below the minimum $1.00 per share required for continued listin

Filing Documents

• ea0230103-8ka_atifhold.htm (8-K/A) — 33KB
• 0001213900-25-012879.txt ( ) — 206KB
• zbai-20250122.xsd (EX-101.SCH) — 3KB
• zbai-20250122_lab.xml (EX-101.LAB) — 33KB
• zbai-20250122_pre.xml (EX-101.PRE) — 22KB
• ea0230103-8ka_atifhold_htm.xml (XML) — 4KB

02 Departure of

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Resignation of Jun Liu On January 22, 2025, Jun Liu resigned from his position as the Chief Executive Officer, director and Chairman of the board of directors (the " Board ") of ATIF Holdings Limited, (the " Company "), effective immediately. Jun Liu's resignation is not a result of any disagreement with the Company relating to its operations, policies or practices. Resignation of Kwong Sang Liu On January 22, 2025, Kwong Sang Liu resigned from his position as an independent director of the Board of Directors of the Company (the " Board ") and as member of the Nominating and Corporate Governance Committee of the Board, Chairman of the Audit Committee of the Board and member of the Compensation Committee of the Board. Kwong Sang Liu's resignation is not a result of any disagreement with the Company relating to its operations, policies or practices. Appointment of Dr. Kamran Khan Effective January 22, 2025, the Board appointed Dr. Kamran Khan as the Chief Executive Officer of the Company, director and Chairman of the Board, to fill the vacancy created by the resignation of Jun Liu. Dr. Kamran Khan will receive a monthly salary of $10,000 pursuant to his employment agreement with the Company (the " CEO Employment Agreement "). Appointment of Zhelun Zhou Effective January 22, 2025, the Board appointed Zhelun Zhou as an independent director of the Board and as member of the Nominating and Corporate Governance Committee of the Board, Chairman of the Audit Committee of the Board and member of the Compensation Committee of the Board, to fill the vacancy created by the resignation of Kwong Sang Liu. Zhelun Zhou will receive a monthly compensation of $5,000 pursuant to his letter agreement with the Company (the " Director Letter Agreement "). The biographical information of these two incoming officers and directors (the " Incoming Directors and Offic

01 Other Events

Item 8.01 Other Events. As previously reported, on November 26, 2024, the Company received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that, for the last 30 consecutive business days, the closing price for the Company's ordinary shares had been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5500(a)(2). The letter also indicated that the Company had a compliance period of 180 calendar days, or until May 27, 2025 (the "Compliance Period"), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The letter further provided that if, at anytime during the Compliance Period, the Company's common stock closed at $1.00 per ordinary share or more for a minimum of ten consecutive business days, Nasdaq would provide the Company with written confirmation that it had achieved compliance with the minimum bid price requirement. On January 15, 2025, the Company received a letter from Nasdaq notifying the Company that for the last 10 consecutive business days, from December 30, 2024, to January 14, 2025, the Company's common stock closed at $1.00 or greater and, therefore, the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and this matter is now closed. Item 9.01 Financial Statement and Exhibits (d) Exhibits 10.1* Employment Agreement by and between the Company and Dr. Kamran Khan, dated January 22, 2025 10.2* Director Letter Agreement by and between the Company and Zhelun Zhou dated January 22, 2025 * Previously filed.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATIF Holdings Limited By: /s/ Dr. Kamran Khan Dr. Kamran Khan Chief Executive Officer Dated: February 12, 2025

View Full Filing

View this 8-K/A filing on SEC EDGAR