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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
December 17, 2024
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
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 “Common Stock”), at any time during the two-year
period following the execution date of the SEPA, by delivering written notice to the Investor (an “Advance Notice”).
For a more complete description of the SEPA, please
see the Company’s Current Report on Form 8-K filed with the U.S. Securities Exchange Committee on November 26, 2024, and the full
text of the SEPA which was filed as Exhibit 10.1 thereto.
Pursuant to the SEPA, 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”), 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).
On December 17, 2024, the second tranche of the
Pre-Paid Advance was disbursed in the principal amount of $5 million. A copy of the Promissory Note evidencing the second tranche of the
Pre-Paid Advance is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
At the closing of the second tranche of the Pre-Paid
Advance, the Investor advanced to the Company the principal amount of $5 million, less a discount in the amount equal to 10% of the principal
amount netted from the purchase price due and structured as an original issue discount.
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 is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures set forth above in Item 1.01 of
this Current Report on Form 8-K relating to the issuance of the Promissory Note evidencing the second tranche of the Pre-Paid Advance
are incorporated by reference herein in its entirety.
In addition, as previously reported, pursuant
to the SEPA, the Company is required to pay the Investor a structuring fee of $25,000 and a commitment fee totaling $500,000 (the “Commitment
Fee”). One-half of the Commitment Fee is required to be paid through the issuance of 43,147 shares of Common Stock to the
Investor on the earlier of (i) the 30th day following the Effective Date, or (ii) three trading days prior to the filing date of the initial
Registration Statement. The remaining one-half of the Commitment Fee is required to be paid on the three-month anniversary of the Effective
Date and will be paid in cash (or by way of an Advance as defined in the SEPA). On December 13, 2024, the Company issued 43,147 shares
of Common Stock (the “Commitment Shares”) to the Investor to satisfy, in part, the obligation to pay the Commitment
Fee to the Investor..
The issuance of the Commitment Shares and the
Promissory Note evidencing the second tranche of the Pre-Paid Advance pursuant to the SEPA was 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 state.
Item 9.01 Exhibits.
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: December 20, 2024
| |
Armlogi Holding Corp. |
| |
|
| |
By: |
/s/ Aidy Chou |
| |
Name: |
Aidy Chou |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
NEITHER THIS NOTE NOR THE SECURITIES INTO
WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
ARMLOGI
HOLDING CORP.
Convertible
Promissory Note
|
Original Principal Amount: $5,000,000
|
Issuance
Date: December 17, 2024
Number: BTOC-2
FOR VALUE RECEIVED, ARMLOGI
HOLDING CORP., an entity organized under the laws of the State of Nevada (the “Company”), hereby promises to pay to the
order of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out above as the Original Principal
Amount (or such lesser amount as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise, the
“Principal”) and the Payment Premium, as applicable, in each case when due, and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out above as the Issuance Date (the
“Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or acceleration, conversion,
redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms used herein are defined in Section
(12). The Issuance Date is the date of the first issuance of this Convertible Promissory Note (as amended, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, this “Note”) regardless of the number of transfers
and regardless of the number of instruments, which may be issued to evidence such Note. This Note was issued with a 10% original issue
discount. The Company and the Holder are referred to herein at times, collectively, as the “Parties,” and each, a “Party.”
This Note is being issued pursuant
to Section 2.01 of the Standby Equity Purchase Agreement, dated as of November 25, 2024 (as may be amended, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, the “SEPA”), by and between the Company and YA II
PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without limitation, pursuant to
Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor Notices. The Holder also
has the option of converting on one or more occasions all or part of the then outstanding balance under this Note by delivering to the
Company one or more Conversion Notices in accordance with Section 3 of this Note.
(1) GENERAL
TERMS
(a) Maturity
Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal, accrued
and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date” shall
be November 25, 2026, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company may
not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.
(b) Interest
Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal to 0% (“Interest
Rate”), which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event of Default (for so long
as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of days elapsed, to the extent
permitted by applicable law.
(c) Monthly
Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, an Amortization Event has occurred,
then the Company shall make monthly payments beginning on the 7th Trading Day after the Amortization Event Date and continuing on the
same day of each successive Calendar Month until the entire outstanding principal amount shall have been repaid. Each monthly payment
shall be in an amount equal to the sum of (i) $5,000,000 of Principal in the aggregate among this Note and all Other Notes (or the outstanding
Principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) the Payment Premium in respect
of such Amortization Principal Amount, and (iii) accrued and unpaid interest hereunder as of each payment date. The obligation of the
Company to make monthly prepayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due)
if at any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 10th consecutive Trading
Day that the daily VWAP is greater than the Floor Price then in effect, (B) in the event of an Exchange Cap Event, the date the Company
has obtained stockholder approval to increase the number of Common Shares under the Exchange Cap and/or the Exchange Cap no longer applies,
or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or the Holder is able
to resell the Common Shares issuable upon conversion of this Note in accordance with Rule 144 under the Securities Act, unless a subsequent
Amortization Event occurs.
(d) Optional
Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)
early a portion or all amounts outstanding under this Note as described in this Section; provided, that the Company provides the
Holder with written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption, which Redemption
Notice (i) shall be delivered to the Holder after the close of regular trading hours on a Trading Day, and (ii) may only be given if the
VWAP of the Common Shares was less than the Fixed Price on the date such Redemption Notice is delivered, unless otherwise agreed by the
Holder. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the Redemption
Amount. The “Redemption Amount” shall be an amount equal to (a) the outstanding Principal balance being redeemed by
the Company plus (b) the Payment Premium in respect of such Principal amount plus (c) all accrued and unpaid interest, if
any on such Principal amount. After receipt of a Redemption Notice, the Holder shall have ten (10) Trading Days (beginning with the Trading
Day immediately following the date such Redemption Notice is delivered to the Holder in accordance with this term of this Section 1(d))
to elect to convert all or any portion of this Note. On the eleventh (11th) Trading Day following the delivery of the applicable
Redemption Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed to the
extent not converted and otherwise after giving effect to conversions or other payments made during such ten (10) Trading Day period.
(e) Payment
Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day.
(f) Other
than as specifically set forth in this Note, the Company shall not have the ability to make any early repayments without the consent or
at the request of the Holder.
(2) EVENTS
OF DEFAULT.
(a) An
“Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it
shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order,
rule or regulation of any administrative or governmental body) shall have occurred:
(i) The
Company’s failure to pay to the Holder any amount of Principal, Redemption Amount, Payment Premium, Interest, or other amounts when and
as due under this Note or any other Transaction Document within five (5) Trading Days after such payment is due;
(ii) (A)
The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the
Company any proceeding under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the
Company or any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief
of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to
the Company or any Subsidiary of the Company, in any such bankruptcy, insolvency or other proceeding which remains undismissed for a period
of sixty one (61) days; (B) the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief
or other order approving any such case or proceeding is entered; (C) or the Company or any Subsidiary of the Company suffers any appointment
of any custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged
or unstayed for a period of sixty one (61) days; (D) the Company or any Subsidiary of the Company makes a general assignment of all or
substantially all of its assets for the benefit of creditors; (E) the Company or any Subsidiary of the Company shall fail to pay, or shall
state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; (F) the Company or any Subsidiary of
the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; (G)
the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence
in any of the foregoing; or (H) any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose
of effecting any of the foregoing;
(iii) The
Company or any Subsidiary of the Company shall default, in any of its obligations under any note debenture, mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company
or any Subsidiary of the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be created,
and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed, within
ten (10) Trading Days, and as a result, such indebtedness becomes or is declared due and payable;
(iv) A
final judgment or judgments for the payment of money in excess of $500,000 in the aggregate are rendered against the Company and/or any
of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled or stayed
pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any judgment which
is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $500,000 amount set forth
above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which written statement
shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an indemnity and the Company
or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within thirty (30) days of the issuance
of such judgment;
(v) The
Common Shares shall cease to be quoted or listed for trading, as applicable, on any Principal Market for a period of ten (10) consecutive
Trading Days;
(vi) The
Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction unless in connection with such Change of
Control Transaction this Note is retired;
(vii) The
Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable
Share Delivery Date or (B) notice, written or oral, to any holder of this Note, including by way of public announcement, at any time,
of its intention not to comply with a request for conversion of all or a portion of this Note into Common Shares that is tendered in accordance
with the provisions of this Note;
(viii) The
Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined below) within five (5) Business Days
after such payment is due;
(ix) The
Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established
by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under
Rule 12b-25 under the Exchange Act;
(x) Any
representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction Document,
or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such representation
or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when made or deemed
made;
(xi) (A)
Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder, ceases to be in full force and effect; (B) the Company or any other Person contests in writing the
validity or enforceability of any provision of any Transaction Document; or (C) the Company denies in writing that it has any further
liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in accordance with the
relevant termination provisions) or rescind any Transaction Document;
(xii) The
Company uses the proceeds of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or ultimately,
to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect
from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; or
(xiii) Any
Event of Default (as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other
Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement
between or among the Company and the Holder; or
(xiv) The
Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material breach
or default of any provision of this Note (except as may be otherwise covered by Sections (2)(a)(i) through (2)(a)(xiii) hereof) or any
other Transaction Document, which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business
Days.
(b) During
the time that any portion of this Note is outstanding, if any Event of Default has occurred (other than an event with respect to the Company
described in Section (2)(a)(ii)), the full unpaid Principal amount of this Note, together with interest and other amounts owing
in respect thereof, to the date of acceleration shall become at the Holder’s election given by notice pursuant to Section (5),
immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii),
the full unpaid Principal amount of this Note, together with accrued and unpaid interest and other amounts owing in respect thereof to
the date of acceleration, shall automatically become due and payable, in each case without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the
right (but not the obligation) to convert, on one or more occasions all or part of the Note in accordance with Section (3) (and subject
to the limitations set out in Section (3)(c)(i) and Section (3)(c)(ii)) at any time after an Event of Default has occurred and is continuing
until all amounts outstanding under this Note have been repaid in full. The Holder need not provide, and the Company hereby waives, any
presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce
any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be
rescinded and annulled by the Holder in writing at any time prior to payment hereunder. No such rescission or annulment shall affect any
subsequent Event of Default or impair any right consequent thereon.
(3) CONVERSION OF NOTE. This
Note shall be convertible into Common Shares, on the terms and conditions set forth in this Section (3).
(a) Conversion
Right. Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Shares in accordance with
Section (3)(b), at the Conversion Price. The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to this
Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall not issue any
fraction of a Common Share upon any conversion. All calculations under this Section (3) shall be rounded to the nearest $0.0001. If the
issuance would result in the issuance of a fraction of a Common Share, the Company shall round such fraction of a Common Share up to the
nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance
and delivery of Common Shares upon conversion of any Conversion Amount.
(b) Mechanics
of Conversion.
(i) Optional
Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder shall
(A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed
notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B)
if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service for delivery to the Company
(or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the case of its loss, theft or
destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion Notice (or such earlier
date as required pursuant to the Exchange Act or other applicable law, rule or regulation for the settlement of a trade initiated on the
applicable Conversion Date of such Common Shares issuable pursuant to such Conversion Notice) (the “Share Delivery Date”),
the Company shall (X) if legends are not required to be placed on certificates or the book-entry position of the Common Shares and provided
that the transfer agent of the Company (the “Transfer Agent”) is participating in the Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, instruct such Transfer Agent to credit such aggregate number of Common Shares to which the
Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address
as specified in the Conversion Notice, a certificate or book-entry position, registered in the name of the Holder or its designee, for
the number of Common Shares to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required
pursuant to rules and regulations of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal
of this Note is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable
and in no event later than three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder
a new Note representing the outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable
upon a conversion of this Note shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission
of a Conversion Notice.
(ii) Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, on or prior to the applicable Share Delivery
Date to issue and deliver a certificate to the Holder or credit the Holder’s balance account with DTC for the number of Common Shares
to which the Holder is entitled upon such Holder’s conversion of any Conversion Amount (a “Conversion Failure”), and
if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver in satisfaction
of a sale by the Holder of Common Shares issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”),
then the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash
to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out of pocket expenses,
if any) for the Common Shares so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver
such certificate (and to issue such Common Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate
or certificates representing such Common Shares to which the Holder is entitled with respect to such Conversion Notice and pay cash to
the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of Common Shares multiplied
by (B) the Closing Price on the Conversion Date.
(iii) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof,
the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by
this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion
Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing
the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note upon conversion.
(c) Limitations
on Conversions.
(i) Beneficial
Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving effect to such
conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of
the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding immediately after
giving effect to such conversion. Since the Holder will not be obligated to report to the Company the number of Common Shares it may hold
at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Common Shares in excess of 4.99%
of the then outstanding Common Shares without regard to any other shares which may be beneficially owned by the Holder or an affiliate
thereof, the Holder shall have the authority and obligation to determine whether the restriction contained in this Section will limit
any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies,
the determination of which portion of the Principal amount of this Note is convertible shall be the responsibility and obligation of the
Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this Note that, without regard to any other shares that
the Holder or its affiliates may beneficially own, would result in the issuance in excess of the permitted amount hereunder, the Company
shall notify the Holder of this fact and shall honor the conversion for the maximum Principal amount permitted to be converted on such
Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered for conversion in excess of the permitted amount
hereunder shall remain outstanding under this Note. The provisions of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.
(ii) Principal
Market Limitation. Notwithstanding anything in this Note to the contrary, the Company shall not issue any Common Shares upon conversion
of this Note, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection the SEPA and any
other related transactions that may be considered part of the same series of transactions, would exceed the aggregate number Common Shares
that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations of The Nasdaq
Stock Market LLC (“Nasdaq”) and shall be referred to as the “Exchange Cap,” except that such limitation
shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the Exchange Cap in accordance
with the rules and regulations of Nasdaq.
(d) Other
Provisions.
(i) All
calculations under this Section (3) shall be rounded to the nearest $0.0001 or whole share.
(ii) So
long as this Note or any Other Notes remain outstanding, the Company shall have reserved from its duly authorized share capital, and shall
have instructed the Transfer Agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this Note and
the Other Notes (assuming for purposes hereof that (x) this Note and such Other Notes are convertible at the Floor Price as of the date
of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Note or Other Notes
set forth herein or therein (the “Required Reserve Amount”)), provided that at no time shall the number of Common Shares
reserved pursuant to this Section (3)(d)(ii) be reduced other than pursuant to the conversion of this Note and the Other Notes in accordance
with their terms, and/or cancellation, or reverse stock split. If at any time while this Note or any Other Notes remain outstanding, the
Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy the obligation to reserve for the issuance
the Required Reserve Amount, the Company will promptly take all corporate action necessary to propose to a meeting of its shareholders
an increase of its authorized share capital necessary to meet the Company’s obligations pursuant to this Note, and cause its board of
directors to recommend to the shareholders that they approve such proposal. If at any time the number of Common Shares that remain available
for issuance under the Exchange Cap is less than 100% of the maximum number of shares issuable upon conversion of all the Notes and Other
Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then in effect, and (y)
any such conversion shall not take into account any limitations on the conversion of the Note, other than the Floor Price then in effect
but solely with respect to the Variable Price), the Company will use commercially reasonable efforts to promptly call and hold a shareholder
meeting for the purpose of seeking the approval of its shareholders as required by the applicable rules of the Principal Market, for issuances
of shares in excess of the Exchange Cap. The Company covenants that, upon issuance in accordance with conversion of this Note in accordance
with its terms, the Common Shares, when issued, will be validly issued, fully paid and nonassessable.
(iii) Nothing
herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein for the Company’s
failure to deliver certificates representing Common Shares upon conversion within the period specified herein and such Holder shall have
the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit
the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.
(iv) Legal
Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Transfer Agent in connection with any
legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares may bear legends restricting
the transfer thereof. To the extent that a legal opinion is not provided (either timely or at all), then, in addition to being an Event
of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any
legal opinions paid for by the Holder in connection with the sale or transfer of the Underlying Common Shares. The Holder shall notify
the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder
shall be paid by the Company with reasonable promptness.
(e) Adjustment
of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Note is outstanding,
shall (i) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Shares or any other equity
or equity equivalent securities payable in Common Shares, (ii) subdivide outstanding Common Shares into a larger number of shares, (iii)
combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (iv) issue by reclassification
of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by a
fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event
and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this Section
shall become effective, in the case of a dividend distribution, immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution or, in the case of a subdivision, combination or re-classification, and shall become
effective immediately after the effective date of such subdivision, combination or re-classification.
(f) Adjustment
of Conversion Price upon Issuance of Common Stock. If the Company, at any time while this Note is outstanding, issues or sells any
Common Shares or Convertible Securities (other than shares issued or sold by the Company in connection with any Excluded Securities),
for a consideration per share (the “New Issuance Price”) less than a price equal to the Fixed Price in effect immediately
prior to such issue or sale (such price the “Applicable Price”) (the foregoing, a “Dilutive Issuance”),
then immediately after such Dilutive Issuance the Fixed Price then in effect shall be reduced to an amount equal to the New Issuance Price.
For the purposes hereof, if the Company in any manner issues or sells any Convertible Securities (other than shares issued or sold by
the Company in connection with any Excluded Securities) and the lowest price per share for which one Common Share is issuable upon such
conversion or exchange or exercise thereof is less than the Applicable Price, then such Common Share shall be deemed to be outstanding
and to have been issued and sold by the Company at the time of the issuance or sale of such Convertible Securities for such price per
share. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Share upon conversion or exchange
or exercise of such Convertible Securities.
(g) Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental
Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to or in exchange
for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will
thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition to the Common Shares receivable
upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such Common Shares
had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations
or restrictions on the convertibility of this Note) or (ii) in lieu of the Common Shares otherwise receivable upon such conversion, such
securities or other assets received by the holders of Common Shares in connection with the consummation of such Corporate Event in such
amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion rights for the form of such
consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with the Conversion Price. Provision
made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holders. The provisions of this Section shall
apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or
redemption of this Note.
(h) Whenever
the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written notice setting
forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(i) In
case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by the
Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,
a Holder shall have the right to (A) exercise any rights under Section (3)(b)(xiii), (B) convert the aggregate amount of this Note then
outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common
Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to
receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Note could
have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger
or consolidation, require the surviving entity to issue to the Holder a convertible Note with a Principal amount equal to the aggregate
Principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such
newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note, and shall be
entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to which this Note
was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock or convertible
debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such transaction and
the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms of any such merger,
sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities, cash and property
set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply to successive such
events.
(4) REISSUANCE
OF THIS NOTE.
(a) Transfer.
If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith issue and
deliver upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered transferee
or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof)
and, if less than the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the Holder
representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and
agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this Note, the outstanding
Principal represented by this Note may be less than the Principal stated on the face of this Note.
(b) Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company
in customary form and substance and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section (4)(d)) representing the outstanding Principal.
(c) Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal office
of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal of
this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the time
of such surrender.
(d) Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall be of like
tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (or in the
case of a new Note being issued pursuant to Section (4)(a) or Section (4)(c), the Principal designated by the Holder which, when added
to the Principal represented by the other new Note(s) issued in connection with such issuance, does not exceed the Principal remaining
outstanding under this Note immediately prior to such issuance of such new Note), (iii) shall have an issuance date, as indicated on the
face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note,
and (v) shall represent accrued and unpaid Interest from the Issuance Date.
(5) NOTICES .Any
notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing by
letter or electronic mail (“e-mail”) and will be deemed to have been delivered: upon the later of (A) either (i)
receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day
delivery specified, as applicable and in each case, properly addressed to the party to receive the same and (B) receipt, when sent
by e-mail. The addresses and e-mail addresses for such communications shall be:
| If to the Company, to: |
Armlogi Holding Corp. |
| |
20301 East Walnut Drive North |
| |
Walnut, California, 91789 |
| |
Attn: Scott Hsu |
| |
Email: scott@armlogi.com |
| |
|
| with a copy (which shall not constitute notice) to: |
Hunter Taubman Fischer & Li LLC New York, |
| |
950 Third Avenue, 19th Floor |
| |
New York, 10022 |
| |
Attn: Ying Li, Esq. |
| |
E-mail: yli@htflawyers.com |
| |
|
| If to the Holder: |
YA II PN, Ltd |
| |
c/o Yorkville Advisors Global, |
| |
LLC 1012 Springfield Avenue |
| |
Mountainside, NJ 07092 |
| |
Attention: Mark Angelo |
| |
Email: Legal@yorkvilleadvisors.com |
or at such other address and/or
e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party in accordance with this Section at least three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (a) given by the recipient of such notice, consent, waiver or other communication, (b) electronically generated by the sender’s
email service provider containing the time, date, recipient email address or (c) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery
service in accordance with clause (A)(i), (A)(ii) or (B) above, respectively.
(6) Except
as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute and unconditional,
to pay the Principal of, and interest and other charges (if any) on, this Note at the time, place, and rate, and in the currency, herein
prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall not and shall cause
each of its Subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws or other charter
documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or otherwise acquire
shares of its Common Shares or other equity securities; (iii) enter into any agreement with respect to any of the foregoing, or (iv) enter
into any agreement, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair
the ability of the Company to perform its obligations under the this Note, including, without limitation, the obligation of the Company
to make cash payments hereunder.
(7) This
Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote,
to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings
of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.
(8) CHOICE
OF LAW; VENUE; WAIVER OF JURY TRIAL
(a) Governing
Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed in accordance
with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)
(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,
validity and performance.
(b) Jurisdiction;
Venue; Service.
(i) The
Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction and,
if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the Governing
Jurisdiction.
(ii) The
Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal
jurisdiction exists, in any United States District Court in the Governing Jurisdiction selected by the Holder. The Company waives any
right to object to the maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or
equity, whether in contract or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis
of improper venue or inconvenience of forum.
(iii) Any
suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise,
brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction
Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company shall not file
any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against the Company in
a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such suit, claim,
action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless filed as a counterclaim
in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company agrees that any forum outside
the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding brought by the Company
against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court located in the Governing
Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence any suit, claim, action,
litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the
Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction Document, or any contemplated
transaction, in any forum other than the courts of the State of New York sitting in New York County, and the United States District Court
of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally
submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit, claim, action, litigation or proceeding
may be heard and determined in such New York State Court or, to the fullest extent permitted by applicable law, in such federal court.
The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(iv) The
Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,
action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address
provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v) Nothing
herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings or
to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c) THE
PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER RELATING
TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL
RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE CHOICE.
THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
(9) If
the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees, costs
and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with
this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering
of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii)
defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement
of any rights or remedies of the Holder.
(10) Any
waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any
term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Note. Any waiver must be in writing.
(11) If
any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to
the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or
any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly
waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or imped the
execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such law
has been enacted.
(12) CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
(a) Amortization
Event” shall mean (i) the daily VWAP is less than the Floor Price then in effect for five Trading Days during a period of seven
consecutive Trading Days (a “Floor Price Event”), (ii) the Company has issued to the Investor, pursuant to the transactions
contemplated in this Note, the Other Notes and the SEPA, in excess of 99% of the Common Shares available under the Exchange Cap, where
applicable (an “Exchange Cap Event”), or (iii) any time after the Effectiveness Deadline (as defined in the Registration
Rights Agreement), the Investor is unable to utilize a Registration Statement to resell Underlying Shares for a period of ten (10) consecutive
Trading Days (a “Registration Event”) (the last day of each such occurrence, an “Amortization Event Date”).
(b) “Amortization
Principal Amount” shall have the meaning set forth in Section (1)(c).
(c) “Applicable
Price” shall have the meaning set forth in Section (3)(f).
(d) “Bloomberg”
means Bloomberg Financial Markets.
(e) “Business
Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day
on which banking institutions are authorized or required by law or other government action to close.
(f) “Buy-In”
shall have the meaning set forth in Section (3)(b)(ii).
(g) “Buy-In
Price” shall have the meaning set forth in Section (3)(b)(ii).
(h) “Calendar
Month” means one of the twelve months of the year.
(i) “Change
of Control Transaction” means the occurrence of (a) an acquisition after the date hereof by an individual or legal entity or
“group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal
or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting power
of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of
the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more
than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the
board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the date hereof
(or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was
approved by a majority of the members of the board of directors who are members on the date hereof), (c) the merger, consolidation or
sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change
of Control Transaction under this provision.
(j) “Closing
Price” means the price per share in the last reported trade of the Common Shares on a Principal Market or on the exchange which
the Common Shares are then listed as quoted by Bloomberg.
(k) “Commission”
means the United States Securities and Exchange Commission.
(l) “Common
Shares” means the shares of common stock, par value $0.00001, of the Company and stock of any other class into which such shares
may hereafter be changed or reclassified.
(m) “Conversion
Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Note to be converted, redeemed
or otherwise with respect to which this determination is being made.
(n) “Conversion
Date” shall have the meaning set forth in Section (3)(b)(i).
(o) “Conversion
Failure” shall have the meaning set forth in Section (3)(b)(ii).
(p) “Conversion
Notice” shall have the meaning set forth in Section (3)(b)(i).
(q) “Conversion
Price” means, as of any Conversion Date or other date of determination the lower of (i) $7.5937 per Common Share (the “Fixed
Price”), or (ii) 94% of the lowest daily VWAP during the 5 consecutive Trading Days immediately preceding the Conversion Date
or other date of determination (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price
then in effect. The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Note.
(r) “Convertible
Securities” means any stock or securities directly or indirectly convertible into or exercisable or exchangeable for Common
Shares.
(s) “Dilutive
Issuance” shall have the meaning set forth in Section (3)(f).
(t) “Equity
Incentive Plan” means any employee benefit plan or share incentive plan which has been approved or will be approved by the Board
of Directors of the Company, pursuant to which the Company’s securities may be issued to any employee, officer or director for services
provided to the Company.
(u) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(v) “Excluded
Securities” means any Common Shares issued or issuable or deemed to be issued by the Company: (i) under any Equity Incentive
Plan, (ii) upon conversion of any securities issued pursuant to the SEPA (including Common Shares issued in connection with this Note
and any of the Other Notes); (iii) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding
on the day immediately preceding the date of the SEAP; provided, that such issuance of Common Shares upon exercise of such Options or
Convertible Securities is made pursuant to the terms of such Options or Convertible Securities in effect on such date and such Options
or Convertible Securities are not amended, modified or changed on or after such date, or (iv) upon a stock split, reverse stock split,
distribution of bonus shares, combination or other recapitalization events.
(w) “Floor
Price” solely with respect to the Variable Price, shall mean $1.1880 per Common Share. Notwithstanding the foregoing, the Company
may reduce the Floor Price to any amounts set forth in a written notice to the Holder; provided that such reduction shall be irrevocable
and shall not be subject to increase thereafter.
(x) “Fundamental
Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into
another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned Subsidiary of the
Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Shares are permitted to tender or exchange their shares for other securities, cash or property, or (4) the
Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which the Common Shares is effectively
converted into or exchanged for other securities, cash or property.
(y) “New
Issuance Price” shall have the meaning set forth in Section (3)(f).
(z) “Other
Notes” means any other notes issued pursuant to the SEPA and any other debentures, notes, or other instruments issued in exchange,
replacement, or modification of the foregoing.
(aa) “Payment
Premium” means 10% of the Principal amount being paid.
(bb) “Periodic
Reports” shall mean all of the Company’s reports required to be filed by the Company with the Commission under applicable
laws and regulations (including, without limitation, Regulation S-K), including annual reports (on Form 10-K), quarterly reports (on Form
10-Q), and current reports (on Form 8-K), for so long as any amounts are outstanding under this Note or any Other Note; provided
that all such Periodic Reports shall include, when filed, all information, financial statements, audit reports (when applicable) and other
information required to be included in such Periodic Reports in compliance with all applicable laws and regulations.
(cc) “Person”
means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof
or a governmental agency.
(dd) “Principal
Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or
the Nasdaq Global Select Market, and any successor to any of the foregoing markets or exchanges.
(ee) “Registration
Rights Agreement” means the registration rights agreement entered into between the Company and the Holder on the date hereof.
(ff) “Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering
among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder” thereunder.
(gg) “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(hh) “Share Delivery
Date” shall have the meaning set forth in Section (3)(b)(i).
(ii) “Subsidiary”
shall mean any Person in which the Company, directly or indirectly, (x) owns a majority of the outstanding capital stock or holds a majority
of the equity or similar interest of such Person or (y) controls or operates all or substantially all of the business, operations or administration
of such Person, and the foregoing are collectively referred to herein as “Subsidiaries.”
(jj) “Trading
Day” means a day on which the Common Shares are quoted or traded on a Principal Market on which the Common Shares are then quoted
or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall mean a Business Day.
(kk) “Transaction
Document” means this Note, the Other Notes, the SEPA, the Registration Rights Agreement and any and all other documents, agreements,
instruments or other items executed or delivered in connection with this Note or any of the foregoing.
(ll) “Underlying
Shares” means the Common Shares issuable upon conversion of this Note or as payment of interest in accordance with the terms
hereof.
(mm) “VWAP”
means, for any Trading Day, the daily volume weighted average price of the Common Shares for such Trading Day on the Principal Market
during regular trading hours as reported by Bloomberg L.P.
[Signature Page Follows]
IN WITNESS WHEREOF,
the Company has caused this Convertible Promissory Note to be duly executed by a duly authorized officer as of the date set forth above.
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COMPANY: |
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ARMLOGI HOLDING CORP. |
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By: |
/s/ Aidy Chou |
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Name: |
Aidy Chou |
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Title: |
Chief Executive Officer |
EXHIBIT I
CONVERSION NOTICE
(To be executed by the Holder in order to
Convert the Note)
TO: ARMLOGI HOLDING CORP.
Via Email:
The undersigned hereby irrevocably
elects to convert a portion of the outstanding and unpaid Conversion Amount of Note No. BTOC-2 into Common Shares of ARMLOGI
HOLDING CORP., according to the conditions stated therein, as of the Conversion Date written below.
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| Fixed Price: |
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| Variable Price: |
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| Applicable Conversion Price: |
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| Number of Common Shares to be issued: |
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Please issue the Common Shares in the following name and
deliver them to the following account:
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| Broker DTC Participant Code: |
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| Authorized Signature: |
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Exhibit 99.1
ARMLOGI
HOLDING CORP. Closes ON $5 million second tranche of Pre-Paid Advance Under A Standby
Equity Purchase Agreement
WALNUT, CA, December 20, 2024 (GlobeNewswire)
-- Armlogi Holding Corp. (“Armlogi” or the “Company”) (Nasdaq: BTOC), a U.S.-based warehousing and logistics service
provider that offers a comprehensive package of supply-chain solutions related to warehouse management and order fulfillment, today announced
that it has closed on the $5 million second tranche of the Pre-Paid Advance (as defined below) pursuant to a Standby Equity Purchase Agreement
(the “SEPA”) the Company entered into with YA II PN, Ltd. (“YA”), a fund managed by Yorkville Advisors Global,
LP.
As previously announced on November 25, 2024,
Armlogi entered into the SEPA, where, pursuant to the terms of the SEPA, Armlogi will have the right, from time to time, until December
1, 2026, to require the Investor to purchase up to $50 million of shares of common stock of the Company, subject to certain limitations
and conditions set forth in the SEPA, by delivering written notice to YA (an “Advance Notice”). Pursuant to the SEPA, YA 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”, together
with the “SEPA”, the “Offering”) in three tranches. The Company has now received two tranches of the Pre-Paid
Advance of $5 million each.
“This second tranche closing represents
another important milestone in strengthening Armlogi’s financial position and advancing our growth initiatives,” said Aidy
Chou, Chairman and Chief Executive Officer of Armlogi. “The continued support from Yorkville Advisors through our SEPA arrangement
provides us with flexible capital to execute our strategic plans and enhance our comprehensive supply-chain solutions platform. We remain
focused on delivering value to our customers and shareholders as we continue to expand our warehousing and logistics capabilities.”
About Armlogi Holding Corp.
Armlogi Holding Corp., based in Walnut, CA, is
a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions relating
to warehouse management and order fulfillment. The Company caters to cross-border e-commerce merchants looking to establish overseas warehouses
in the U.S. market. With ten warehouses covering over three million square feet, the Company offers comprehensive one-stop warehousing
and logistics services. The Company’s warehouses are equipped with facilities and technology for handling and storing large and
bulky items. For more information, please visit www.armlogi.com.
Safe Harbor Statement
This press release contains forward-looking statements.
In addition, from time to time, we or our representatives may make forward-looking statements orally or in writing. We base these forward-looking
statements on our expectations and projections about future events, which we derive from the information currently available to us. Such
forward-looking statements relate to future events or our future performance, including: our financial performance and projections; our
growth in revenue and earnings; and our business prospects and opportunities. You can identify forward-looking statements by those that
are not historical in nature, particularly those that use terminology such as “may,” “should,” “expects,”
“anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,”
“predicts,” “potential,” or “hopes” or the negative of these or similar terms. In evaluating these
forward-looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability
to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may
cause our actual results to differ materially from any forward-looking statement. Forward-looking statements are only predictions. We
are not obligated to publicly update or revise any forward-looking statement, whether as a result of uncertainties and assumptions. The
forward-looking events discussed in this press release and other statements made from time to time by us or our representatives, may not
occur, and actual events and results may differ materially and are subject to risks, uncertainties, and assumptions about us.
Company Contact:
info@armlogi.com
Investor Relations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com
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Amlogi (NASDAQ:BTOC)
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Amlogi (NASDAQ:BTOC)
Gráfica de Acción Histórica
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