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~~March 1821, 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~~ 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~~Company ishas ~~required~~issued, toas ~~advance~~of to the ~~Company,~~date ~~subject~~of this report, to the ~~satisfaction~~Investor of(i) ~~certain~~a ~~conditions~~convertible aspromissory ~~set~~note ~~forth~~dated ~~therein~~November 25, 2024, in the principal amount of $215,000,000 ~~million~~ (~~the~~ “~~Pre-Paid~~Promissory ~~Advance~~Note 1”), ~~evidenced~~and by(ii) a convertible promissory ~~notes~~note indated ~~three~~December ~~tranches~~17, ~~with~~2024 in the principal amount of ~~the~~$5,000,000 ~~third~~(“Promissory ~~tranche~~Note of2,” ~~the~~and ~~Pre-Paid~~collectively ~~Advance~~with ~~being~~Promissory ~~$11~~Note ~~million~~1, the “Promissory Notes”).

AsPursuant ~~previously~~to ~~announced~~the SEPA, onthe ~~November~~Company ~~25,~~is ~~2024,~~required to pay inthe ~~connection~~Investor ~~with~~a ~~the~~commitment ~~SEPA~~fee totaling $500,000 (the ~~Company~~“Commitment ~~entered~~Fee”). ~~into~~One-half aof ~~registration~~the ~~rights~~Commitment ~~agreement~~Fee (was paid by the ~~“Registration~~Company ~~Rights~~on ~~Agreement”) with~~December 13, 2024, through the ~~Investor~~issuance of 43,147 ~~pursuant~~shares of common stock to ~~which~~the Investor. The remaining one-half of the ~~Company~~Commitment ~~agreed~~Fee was required to ~~file~~be apaid ~~registration~~on ~~statement~~the (three-month anniversary of the ~~“Registration~~effective ~~Statement”) registering~~date of the ~~resale~~SEPA in cash (or by way of an Advance as defined in the ~~Company’s~~SEPA). ~~common~~In ~~stock~~addition, ~~par~~pursuant ~~value~~to ~~$0.00001~~the ~~per~~Promissory ~~share~~Notes, ~~underlying~~an “Amortization Event” shall occur under certain circumstances, including in the ~~SEPA~~event bythat the ~~75th~~daily ~~calendar~~VWAP ~~day following~~(as defined in the ~~date~~Promissory ofNotes) is less than the ~~Registration~~floor ~~Rights~~price then ~~Agreement~~in effect for five trading days during a period of seven consecutive trading days (~~the~~a “~~Effectiveness~~Floor ~~Deadline~~Price Event”).

On ~~February~~March 1821, 2025, the Company and the Investor entered into ana ~~omnibus~~modification ~~amendment~~agreement (the “~~Omnibus~~Modification ~~Amendment~~Agreement”) to amend the SEPA, ~~the Registration Rights Agreement,~~ and other related transaction documents (collectively, the “Financing Documents”). Pursuant to the ~~Omnibus~~Modification ~~Amendment~~Agreement, the ~~amount~~Company ofhas acknowledged ~~the~~and ~~third~~agreed ~~tranche~~that ofa ~~the~~Floor ~~Pre-Paid~~Price ~~Advance~~Event ~~was~~has ~~reduced~~occurred ~~from~~and ~~$11~~is ~~million~~continuing to ~~$5.5 million. Accordingly~~exist, as the ~~third~~VWAP ~~tranche~~was ofbelow the ~~Pre~~agreed-~~Paid~~upon ~~Advance~~floor price ~~will~~of be$1.1880 inper ~~the~~share ~~principal~~for ~~amount~~five ofconsecutive $5trading days.5 ~~million~~The ~~and~~Company ~~advanced~~further onacknowledged ~~the~~that ~~second~~such Floor Price Event constitutes ~~trading~~an ~~day~~Amortization ~~after~~Event under the ~~Registration~~terms ~~Statement~~of ~~becomes~~the ~~effective~~Promissory Notes. ~~Additionally,~~In ~~the~~connection ~~Effectiveness~~with ~~Deadline~~such ~~under~~acknowledgment, the ~~Registration~~Company ~~Rights Agreement~~has ~~was~~agreed ~~extended~~ to ~~March~~make the ~~31,~~following ~~2025.~~cash Bypayments ~~entering~~toward ~~into~~the ~~Omnibus~~outstanding ~~Amendment,~~ aggregate balances of the ~~Company~~Promissory ~~fully~~Notes: ~~and~~(i) ~~unconditionally~~a ~~released~~payment ~~the~~of ~~Investor~~$850,000 ~~its~~on ~~affiliates~~March 24, 2025, and ~~their~~(ii) ~~respective~~subsequent ~~officers,~~weekly ~~directors,~~cash ~~employees,~~payments ~~agents, legal~~of ~~representatives,~~not ~~successors~~less than $200,000 ~~and~~each ~~assigns~~week, ~~from~~commencing ~~any~~the ~~and~~week ~~all~~of ~~claims,~~March ~~obligations~~31, ~~liabilities~~2025, orthrough ~~causes~~the week of ~~action~~May 19, ~~whether~~2025. ~~known or~~The ~~unknown~~Company may, ~~arising~~at onits ordiscretion, ~~before~~make ~~the~~cash ~~date~~payments in excess of the ~~Omnibus~~stated ~~Amendment~~minimum amounts. ~~The foregoing~~In ~~description~~addition, of the Company ~~Omnibus~~agreed ~~Amendment~~to ~~does~~pay ~~not~~to ~~purport~~the toInvestor bea ~~complete~~reduced ~~and~~amount isof ~~qualified~~$150,000 in ~~its~~cash ~~entirety~~on byMarch ~~reference~~24, to2025, and the ~~full text~~Investor ofagreed ~~the~~to ~~Omnibus~~accept ~~Amendment,~~such ~~which~~reduced amount isin ~~filed~~full ~~herewith~~satisfaction asof ~~Exhibit~~the ~~10.1~~remaining ~~and~~one-half ~~incorporated~~of ~~herein~~the byCommitteemen ~~reference~~Fee.

As consideration for the Company’s covenants and agreements under the Modification Agreement, the Investor has agreed to a forbearance period extending through May 20, 2025 (the “Forbearance Period”). During the Forbearance Period, and subject to the Company’s compliance with the terms of the Modification Agreement, and provided that no Event of Default (as defined in the Promissory Notes) or breach of any Financing Document occurs, the Investor has agreed to: (i) defer the Company’s obligation to make monthly amortization payments under Section 1(c) of each of the Promissory Notes, including those provisions triggered by the Floor Price Event or any other Amortization Event; (ii) not submit any conversion notices unless the stock is trading at a price greater than $1.80 per share at the time any such notice is delivered; and (iii) waive the application of any Payment Premium (as defined in the Promissory Notes) with respect to Company payments made in accordance with the terms of the Modification Agreement. The foregoing description of the Modification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Modification Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Exhibits.

Exhibit No.		Description
10.1		~~Omnibus~~Modification ~~Amendment~~Agreement, dated ~~February~~March 1821, 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~~March 2124, 2025

	Armlogi Holding Corp.

	By:	/s/ Aidy Chou
	Name:	Aidy Chou
	Title:	Chief Executive Officer

Filing Compare · Armlogi Holding Corp.