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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
February 18, 2025
Date of Report (Date of earliest event reported)
Armlogi Holding Corp.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 001-42099 | 92-0483179 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
20301 East Walnut Drive North Walnut, California |
91789 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(888) 691-2911
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | BTOC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
As previously announced, on November 25, 2024, 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”), pursuant to which, the Investor is required to 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”) evidenced by convertible promissory notes in three tranches, with the principal amount of the third tranche of the Pre-Paid Advance being $11 million.
As previously announced, on November 25, 2024, in connection with the SEPA, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor, pursuant to which the Company agreed to file a registration statement (the “Registration Statement”) registering the resale of the Company’s common stock, par value $0.00001 per share, underlying the SEPA by the 75th calendar day following the date of the Registration Rights Agreement (the “Effectiveness Deadline”).
On February 18, 2025, the Company and the Investor entered into an omnibus amendment (the “Omnibus Amendment”) to amend the SEPA, the Registration Rights Agreement, and other related transaction documents. Pursuant to the Omnibus Amendment, the amount of the third tranche of the Pre-Paid Advance was reduced from $11 million to $5.5 million. Accordingly, the third tranche of the Pre-Paid Advance will be in the principal amount of $5.5 million and advanced on the second trading day after the Registration Statement becomes effective. Additionally, the Effectiveness Deadline under the Registration Rights Agreement was extended to March 31, 2025. By entering into Omnibus Amendment, the Company fully and unconditionally released the Investor, its affiliates, and their respective officers, directors, employees, agents, legal representatives, successors, and assigns, from any and all claims, obligations, liabilities, or causes of action, whether known or unknown, arising on or before the date of the Omnibus Amendment. The foregoing description of the Omnibus Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Amendment, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Exhibits.
| Exhibit No. | Description | |
| 10.1 | Omnibus Amendment, dated February 18, 2025, by and between the Company and YA II PN, LTD | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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: February 21, 2025
| Armlogi Holding Corp. | ||
| By: | /s/ Aidy Chou | |
| Name: | Aidy Chou | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
OMNIBUS AMENDMENT
This Omnibus Amendment (this “Amendment”) is entered into as of February 18, 2025 by and between ARMLOGI HOLDING CORP., a Nevada corporation (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Lender”) (together the “Parties” and each a “Party”), with reference to (1) that certain Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between the Lender and the Company (the “SEPA”), and (2) that certain Registration Rights Agreement, dated November 25, 2024, by and between the Company and the Lender (the “RRA”). Collectively, the SEPA, the RRA and all other instruments, agreements or other items executed or delivered in connection with either of the foregoing are referred to as the “Financing Documents.” Undefined terms herein have the same definitions set forth in the SEPA.
By this Amendment, the Company and Lender have agreed to amend the Financing Documents on the following terms:
1. Third Tranche of Pre-Paid Advance. The Lender and the Company hereby agree to reduce the amount of the third tranche of the Pre-Paid Advance from $11,000,000 to $5,500,000. No additional amounts shall be due to or borrowable by the Company following the date of this Amendment.
2. Effectiveness Deadline. The Lender and the Company hereby agree to extend the Effectiveness Deadline (as defined in the RRA) to March 31, 2025.
3. Effect; Continuing Validity. The Financing Documents are amended to the extent necessary to give effect to this Amendment, and the terms of this Amendment shall supersede any contrary terms in Financing Documents. Except as specifically set forth herein, the terms and conditions of the Financing Documents and the Transaction Documents shall remain unmodified, in full force and effect, and are hereby ratified by the Lender and the Company in all respects. The Company acknowledges and agrees that, except as otherwise expressly provided in this Amendment, all terms, conditions and provisions of the Financing Documents and the Transaction Documents shall continue in full force and effect and remain unaffected and unchanged. This Amendment in no way acts as a release or relinquishment of, and in no way affects, the liens, security interests and rights created by or arising under the Financing Documents or the Transaction Documents, or the priority thereof. Such liens, security interests and rights are hereby ratified, confirmed, renewed and extended in all respects. The Financing Documents, the Transaction Documents, and all rights, remedies, titles, liens and equities securing the Financing Documents or the Transaction Documents as hereby modified and the indebtedness represented thereby are hereby recognized, renewed, extended and continued in full force and effect for the benefit of the Lender and the indebtedness evidenced thereby.
4. Not a Novation. This Amendment is a modification only and not a novation. This Amendment shall not release or affect the liability of the Company, any guarantor, surety or endorser of the Financing Documents or the Transaction Documents or release any owner of collateral securing the Financing Documents or the Transaction Documents, if any. The validity, priority and enforceability of the Financing Documents and the Transaction Documents shall not be impaired hereby.
5. This Amendment One of the Transaction Documents. From and after the date hereof, this Amendment is and shall be deemed a Transaction Document. An event of default under this Amendment shall constitute an Event of Default under the Promissory Notes.
6. Release. In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby fully and unconditionally releases and forever discharges the Lender and its affiliates and their respective officers, directors, employees, agents, legal representatives, successors, and assigns (the “Released Parties”), from any and all claims, actions, obligations, liabilities, demands and/or causes of action, of whatever kind or character, whether now known or unknown, in law or equity, which against the Released Parties, the Company ever had, now has, or hereafter can, shall, or may have, for, upon, or by reason of any matter, cause, or thing whatsoever up to the date of this Amendment. This release shall be binding upon and inure to the benefit of the parties hereto and their respective administrators, legal representatives, successors, and assigns.
7. Reserved.
8. Miscellaneous. This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule therein. This Amendment may be executed in counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment electronically shall be equally as effective as delivery of a manually executed counterpart of this Amendment. No waiver of any provision of this Amendment shall be effective or enforceable unless made in writing signed by the party waiving any right or privilege hereunder.
IN WITNESS WHEREOF, the Company and the Lender have caused this Omnibus Amendment to be duly executed by a duly authorized representative as of the date first written above.
| COMPANY: | ||
| ARMLOGI HOLDING CORP. | ||
| By: | /s/ Aidy Chou | |
| Name: | Aidy Chou | |
| Title: | Chief Executive Officer | |
| LENDER: | ||
| YA II PN, LTD. | ||
| By: Yorkville Advisors Global, LP Its: Investment Manger | ||
| By: Yorkville Advisors Global II, LLC Its: General Partner | ||
| By: | /s/ Matthew Beckman | |
| Name: | Matthew Beckman | |
| Title: | Manager | |
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