CFO — Mr. Sheng-Kai (Scott) Hsu: The CFO resigned due to personal reasons, and the company is searching for a permanent replacement.

Results of Operations and Financial Condition. On May 13, 2026, Armlogi Holding Corp. issued a press release to announce its financial results for the quarter ended March 31, 2026. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On April 17, 2026, Armlogi Holding Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on The Nasdaq Global Market, as the Company’s Market Value of Publicly Held Shares (MVPHS) was…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On November 7, 2025, Armlogi Holding Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market, as the closing bid price of the Company’s common stock was less tha…

Results of Operations and Financial Condition. On September 25, 2025, Armlogi Holding Corp. issued a press release to announce the financial results for the fiscal year ended June 30, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Director — Ms. Florence Ng and Mr. Kwong Sang Liu: Both directors resigned due to personal reasons, with no disagreement on any matter related to the operations, policies, or practices of the Company.

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 Company has issued, as of the date of this report, to the Investor (i) a convertible promissory note dated November 25, 2024, in the principal amount of $5,000,000 (“ Promissory Note 1 ”), and (ii) a…

Results of Operations and Financial Condition. On May 14, 2025, Armlogi Holding Corp. issued a press release to announce financial results for its fiscal year 2025 third quarter and nine months ended March 31, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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 Company has issued, as of the date of this report, to the Investor (i) a convertible promissory note dated November 25, 2024, in the principal amount of $5,000,000 (“ Promissory Note 1 ”), and (ii) a…

Entry into a Material Definitive Agreement Due to a misunderstanding between the Company and YA II PN, LTD., a Cayman Islands exempt limited company (the “ Investor ”), the Company filed the Original Form 8-K incorrectly stating that it had entered into an omnibus amendment (the “ Omnibus Amendment ”) with the Investor, to amend the Standby Equity Purchase Agreement (“ SEPA ”), the registration rights agreement (the “ Registration Rights Agreement ”), and other related transaction documents,…

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 conv…

CFO — Zhiliang (Ian) Zhou: Mr. Zhiliang (Ian) Zhou resigned as CFO due to personal reasons, and Mr. Sheng-Kai (Scott) Hsu was appointed as the new CFO.

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

Unregistered Sales of Equity Securities. The disclosures set forth above in

Entry into a Material Definitive Agreement Convertible Promissory Note As previously announced, 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 ”), pursuant to which, the Investor is committed to purchase up to $50 million (the “ Commitment Amount ”) of the Company’s common stock, par value $0.00001 per share (the “…

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 I…

Unregistered Sales of Equity Securities. The disclosure set forth above in the

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

Results of Operations and Financial Condition. On September 26, 2024, Armlogi Holding Corp. issued a press release to announce the financial results for its fiscal year 2024 fourth quarter and full year, ended June 30, 2024. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Regulation FD Disclosure. On June 11, 2024, the Company issued a press release to announce a strategic partnership with Massimo Group (NASDAQ: MAMO), a manufacturer and distributor of powersports vehicles and pontoon boats. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Entry Into a Material Definitive Agreement On May 13, 2024, Armlogi Holding Corp. (the “ Company ”) entered into an underwriting agreement (the “ Underwriting Agreement ”) with EF Hutton LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement (the “ Representative ”), relating to the Company’s initial public offering (the “ IPO ”) of 1,600,000 shares of common stock, par value $0.00001 per share (“ Common Stock ”), for a price of $5.00 per share,…