Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On September 21, 2026, the Board of Directors (the “Board”) of Armlogi Holding Corp., a Nevada corporation (the “Company”), approved a one-for-sixteen (1-for-16) reverse stock split of the Company’s issued and unissued shares of common stock, par value $0.00001 per share (the “Common Stock”) (the “Reverse Stock Split”).…
Filed Oct 9, 2026Accepted Oct 9, 2026, 4:05 PM EDTCIK 1972529Accession 0001213900-26-108468
Armlogi Holding Corp., based in Walnut, CA, is a U.S.-based warehousing and logistics service provider offering a comprehensive suite of supply-chain solutions, including warehouse management and order fulfillment. The Company caters to cross-border e-commerce merchants seeking to establish U.S. market warehouses. With 12 warehouses totaling approximately 3.9 million square feet, the Company offers comprehensive one-stop warehousing and logistics services. The Company’s warehouses are equipped with facilities and technology to handle and store large, bulky items. Armlogi is a member of the Russell Microcap® Index. For more information, please visit www.armlogi.com.
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Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On September 21, 2026, the Board of Directors
(the “Board”) of Armlogi Holding Corp., a Nevada corporation (the “Company”), approved
a one-for-sixteen (1-for-16) reverse stock split of the Company’s issued and unissued shares of common stock, par value $0.00001
per share (the “Common Stock”) (the “Reverse Stock Split”). Pursuant to Section 78.207
of the Nevada Revised Statutes, stockholder approval of the Reverse Stock Split was not required because the Reverse Stock Split applies
simultaneously and proportionally to both the authorized and issued shares of Common Stock at the same ratio. As a result of the Reverse
Stock Split, every sixteen (16) shares of Common Stock, whether issued and outstanding or authorized but unissued, will automatically
be combined into one (1) share of Common Stock. Accordingly, the number of authorized shares of Common Stock will be reduced from 100,000,000
shares to 6,250,000 shares, and the par value per share will increase from $0.00001 to $0.00016. On October 9, 2026, the Company filed
with the Secretary of State of the State of Nevada a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the
“Certificate of Change”) to effect the Reverse Stock Split.
Beginning with the opening of trading on October
15, 2026, the Company’s Common Stock will trade on a post-Reverse Stock Split basis on the Nasdaq Capital Market under the same
symbol, “BTOC,” but under a new CUSIP number of 042255208. No fractional shares will be issued in connection with the Reverse
Stock Split. Instead, record holders who otherwise would be entitled to receive fractional shares because they hold a number of shares
not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive any such additional fractions of one share
rounded up to the next whole share. For those beneficial holders who hold shares through a brokerage firm, the Company intends to round
up fractional shares at the participant level. Cash will not be paid for fractional shares.
The foregoing description of the Certificate of
Change does not purport to be complete and is qualified in its entirety by reference to the Certificate of Change, a copy of which is
filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.