Armlogi Holding Corp. Files 8-K on Agreements and Equity Sales

TL;DR

Armlogi filed an 8-K: new deals, debt, and stock sales. Watch closely.

AI Summary

Armlogi Holding Corp. filed an 8-K on November 25, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits. Specific details regarding the agreement, financial obligation, and equity sales were not provided in the excerpt.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 001-42099 — SEC File Number (Identifies the company's filing with the SEC.)
• 92-0483179 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Armlogi Holding Corp. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• 20301 East Walnut Drive North, Walnut, California 91789 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $21 million — forth therein, the principal amount of $21 million (the " Pre-Paid Advance "), which will
• $7.5937 — version price equal to the lower of (i) $7.5937 per share or (ii) 94% of the lowest dai
• $1.1880 — "floor price" then in effect, which is $1.1880 per share, subject to adjustment from t
• $5 million — ber 25, 2024 in the principal amount of $5 million. A copy of the Promissory Note evidenci
• $11 million — ance will be in the principal amount of $11 million and advanced on the second trading day
• $0.00001 — f the Company's common stock, par value $0.00001 per share (the " Common Stock "), issua
• $50 million — require the Investor to purchase up to $50 million of shares of Common Stock (the " Commit
• $25,000 — paid the Investor a structuring fee of $25,000 and expects to pay the Investor a commi
• $500,000 — the Investor a commitment fee totaling $500,000 (the " Commitment Fee "). One-half of t

Filing Documents

• ea0222523-8k_armlogi.htm (8-K) — 44KB
• ea022252301ex10-1_armlogi.htm (EX-10.1) — 365KB
• ea022252301ex10-2_armlogi.htm (EX-10.2) — 114KB
• ea022252301ex10-3_armlogi.htm (EX-10.3) — 36KB
• ea022252301ex10-4_armlogi.htm (EX-10.4) — 77KB
• ea022252301ex99-1_armlogi.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 18KB
• 0001213900-24-102813.txt ( ) — 977KB
• btoc-20241125.xsd (EX-101.SCH) — 3KB
• btoc-20241125_lab.xml (EX-101.LAB) — 33KB
• btoc-20241125_pre.xml (EX-101.PRE) — 22KB
• ea0222523-8k_armlogi_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement Standby Equity Purchase Agreement On November 25, 2024 (the " Effective Date "), Armlogi Holding Corp (the " Company ") entered into a Standby Equity Purchase Agreement (the " SEPA ") with YA II PN, LTD., a Cayman Islands exempt limited company (the " Investor "). Capitalized terms used, but not otherwise defined, herein have the meaning ascribed to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.1. Pursuant to the SEPA, the Investor will advance to the Company, subject to the satisfaction of certain conditions as set forth therein, the principal amount of $21 million (the " Pre-Paid Advance "), which will be evidenced by convertible promissory notes (the " Promissory Notes ") in three tranches. The Promissory Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which will increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Promissory Notes) for so long as such event remains uncured. The Promissory Notes will mature on November 25, 2026, which may be extended at the option of the Investor. The Promissory Notes are convertible at a conversion price equal to the lower of (i) $7.5937 per share or (ii) 94% of the lowest daily VWAP during the five consecutive trading days immediately preceding the conversion date (but no lower than the "floor price" then in effect, which is $1.1880 per share, subject to adjustment from time to time in accordance with the terms contained in the Promissory Notes). The first tranche of the Pre-Paid Advance was disbursed on November 25, 2024 in the principal amount of $5 million. A copy of the Promissory Note evidencing the first tranche of the Pre-Paid Advance is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference. The second tranche of the Pre-Paid Advance will be in the principal amount of $5 million and advanced on the second trad

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in the Item 1.01 of this Current Report on Form 8-K with respect to the Promissory Notes and the SEPA Guaranty is incorporated by reference herein.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in the Item 1.01 of this Current Report on Form 8-K relating to the issuance of shares of Common Stock to the Investor pursuant to the SEPA, including any shares to be issued in connection with an Advance Notice, an Investor Notice, or the Commitment Fee, and relating to the issuance of the Promissory Notes is incorporated by reference herein in its entirety. The offer and sale of shares of Common Stock and the issuance of the Promissory Notes pursuant to the SEPA was and will be made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such

01 Exhibits

Item 9.01 Exhibits. Exhibit No. Description 10.1 Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between Armlogi Holding Corp. and YA II PN, LTD. 10.2 First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD. 10.3 Global Guaranty Agreement, dated November 25, 2024, by Armlogi Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD. 10.4 Registration Rights Agreement, dated November 25, 2024 by and between Armlogi Holding Corp. and YA II PN, LTD. 99.1 Press Release, dated November 25, 2024 104 Cover Page Interactive Data File (formatted in Inline XBRL). 3

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. Date: November 26, 2024 Armlogi Holding Corp. By: /s/ Aidy Chou Name: Aidy Chou Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR