8-K
Ispire Technology Inc. (ISPR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):November 14, 2023
Ispire Technology Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41680 | 93-1869878 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission file number) | (IRS Employer<br><br>Identification No.) |
19700 Magellan Drive
Los Angeles, CA 90502
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(310) 742-9975
Not Applicable
(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 obligations of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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, par value $0.0001 per share | ISPR | 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 2.02. Results of Operations and Financial Condition.
On November 14, 2023, Ispire Technology Inc. issued a press release regarding its financial results for the fiscal quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.
This information is intended to be furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 FinancialStatements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Ispire Technology Inc. issued on November 14, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
| Ispire Technology Inc. | |||
|---|---|---|---|
| By: | /s/ Michael Wang | ||
| Name: | Michael Wang | ||
| Title: | Co-Chief Executive Officer | ||
| Dated: November 14, 2023 |
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Exhibit 99.1
Ispire TechnologyInc. Reports Financial Results for the Fiscal First Quarter 2024
Overall RevenueIncreased 59.1% to $42.9 Million; Gross Profit Increased 43.7% to $6.9 Million.
Revenue from cannabisvaping products up 116.8% to $17.3 Million
Revenue from tobaccovaping products up 34.8% to $25.5 Million.
Los Angeles, Calif. November 14, 2023 – Ispire Technology Inc. (“Ispire” or “the Company”) (NASDAQ: ISPR), a leader in vapor technology, providing high-quality, innovative products, announced today reported financial results for the fiscal first quarter 2024, which ended on September 30, 2023, and filed its quarterly report on Form 10-Q on November 14, 2023.
Fiscal First Quarter 2024 Financial Results
| ● | Revenueincreased 59.1% to $42.9<br>million as compared to $26.9 million in the same period of 2023. Tobacco vaping products contributed $25.5 million and cannabis vaping<br>products contributed $17.3 million to revenue during the fiscal first quarter 2024; |
|---|---|
| ● | Gross profitincreased 43.7% to $6.9<br>million as compared to $4.8 million in the same period of 2023; |
| --- | --- |
| ● | Gross margindecreased to 16.1% as<br>compared to 17.8% in the same period of 2023; |
| --- | --- |
| ● | Total operating expensesincreased<br>29.8% to $7.8 million as compared to $6.0 million in the same period of 2023; and |
| --- | --- |
| ● | Net lossof $1.4 million as compared<br>to net loss of $2.0 million in the same period of 2023. |
| --- | --- |
Michael Wang, Co-Chief Executive Officer of Ispire commented, “For the fiscal first quarter of 2024, we continued to deliver strong financial results as our overall revenues increased 59.1% year-over-year with cannabis and tobacco vaping product revenues increasing 116.8% and 34.8% as compared to the same periods the previous year. This increase reflects our strategic U.S. market expansion and the market's warm reception to our best-in-class products. Our active presence at industry trade shows has been highlighted by the unveiling of our latest innovative product, the Ispire ONE™ which has transformed vaping experiences and set new standards in consumer safety and operational efficiency. Our business strategy has clearly manifested as we continue to redefine the vaping experience, consistently delivering high-quality and groundbreaking products that align with customer preferences.”
“We remain confident in our ability to maintain our position as the leading premier precision dosing technology company as we’ve not only secured our position in existing markets but have also made inroads into new geographies, adapting swiftly to increased market demands. The establishment of a new manufacturing facility in Malaysia marks a strategic step into the Southeast Asian market, signaling our readiness for scalable operations. As we progress through the fiscal year, we are on track to not only meet but also exceed our revenue projections for both cannabis and tobacco vaping products.” concluded Wang.
Daniel Machock, Chief Financial Officer of Ispire, added, “In the fiscal first quarter of 2024, Ispire's revenue trajectory continued to ascend, with cannabis vaping products generating $17.3 million, up from $8.0 million for the same period last year, and tobacco vaping products revenues climbing to $25.5 million from $18.9 million for the same period last year. The continued successful execution of our business strategy has yielded fruitful results both financially and operationally that reflect our brand's growing prominence as well as the strategic moves we've undertaken. As we continue to balance growth with operational efficiency, we remain committed to financial discipline while further driving shareholder value.”
Liquidity and Capital Resources
As of September 30, 2023, Ispire had cash and cash equivalents of $25.7 million and working capital of $27.6 million.
The Company believes that its current cash and cash flows provided by operating activities, and the net proceeds from the initial public offering will be sufficient to meet its working capital needs in the next 12 months.
Fiscal Year 2024 Outlook
Ispire is providing the following outlook for the cannabis and tobacco vaping products for fiscal year 2024, which ends on June 30, 2024. Revenue for cannabis vaping products for fiscal year 2024 is projected at somewhere between $80 million and $90 million, representing growth between 100% and 125% from fiscal year 2023. Revenue for tobacco vaping products for fiscal year 2024 is projected at somewhere between $100 million and $110 million, representing growth between 33% and 47% from fiscal year 2023.
Conference Call
The Company will conduct a conference call at 8:00 a.m. Eastern time on Tuesday, November 14, 2023, to discuss the results.
Ispire management will host the conference call, followed by a question-and-answer period.
Date: Tuesday, November 14, 2023
Time: 8:00 a.m. Eastern time
Toll-free dial-in number:
United States: 1-888-346-8982
Mainland China: 4001-201203
Hong Kong: 800-905945
International: 1-412-902-4272
Webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=pzOaTzRt
Please call the conference call dial-in 5-10 minutes prior to the start time, and ask for the "Ispire Technology Call." An operator will register your name and organization.
To be added to the Ispire Technology email distribution list, please email ispire@kcsa.com with ISPR in the subject line.
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About Ispire TechnologyInc.
Ispire is engaged in the research and development, design, commercialization, sales, marketing, and distribution of branded e-cigarettes and cannabis vaping products. The Company’s operating subsidiaries own or license from a related party more than 200 patents received or filed globally. Ispire’s tobacco products are marketed under the Aspire brand name and are sold worldwide (except in the United States, People’s Republic of China, and Russia) primarily through its distribution network. Ispire’s cannabis products are marketed under the Ispire brand name primarily on an original design manufacturer (ODM) basis to other cannabis vapor companies. Ispire currently sells its cannabis vaping hardware only in the United States, and it recently commenced marketing activities in Canada and Europe, primarily in the European Union.
Please visit www.ispiretechnology.com and follow us on Facebook, Twitter, Instagram, Linkedin, Pinterest, and YouTube. Any information contained on, or that can be accessed through, the Company’s website, any other website or any social media, is not a part of this press release.
Forward LookingStatements
This press release and the conference call described in this press release contains and will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") as well as Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created by those sections. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "would," "could," "seek," "intend," "plan," "goal," "project," "estimate," "anticipate," "strategy," "future," "likely" or other comparable terms, although not all forward-looking statements contain these identifying words. All statements other than statements of historical facts included in this press release regarding the Company's strategies, prospects, financial condition, operations, costs, plans and objectives are forward-looking statements. Important factors that could cause the Company's actual results and financial condition to differ materially from those indicated in the forward-looking statements. Such forward-looking statements include, but are not limited to, risks and uncertainties including those regarding: the Company’s ability to collect its accounts receivable in a timely manner, the Company's business strategies, the ability of the Company to market to the Ispire ONE™, Ispire ONE™'s success if meeting its goals, the ability of its customers to derive the anticipated benefits of the Ispire ONE™ and the success of their products on the markets; the Ispire ONE™ proving to be safe, and the risk and uncertainties described in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Cautionary Note on Forward-Looking Statements" and the additional risk described in Ispire's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and any subsequent filings which Ispire makes with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in the press release relate only to events or information as of the date on which the statements are made in the press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events except as required by law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.
Investor RelationsContact:
Sherry Zheng
718.213.7386
ir@ispiretechnology.com
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED BALANCE SHEETS
| September 30, | |||||
|---|---|---|---|---|---|
| 2023 | |||||
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 40,300,573 | $ | 25,686,052 | ||
| Accounts receivable, net | 24,526,262 | 39,160,751 | |||
| Inventories, net | 7,472,108 | 5,609,028 | |||
| Prepaid expenses and other current assets | 3,378,617 | 1,964,822 | |||
| Held-to-maturity investment | 9,133,707 | 9,192,746 | |||
| Total current assets | 84,811,267 | 81,613,399 | |||
| Other assets: | |||||
| Property, plant and equipment, net | 1,088,131 | 1,592,092 | |||
| Intangible assets | - | 255,650 | |||
| Rental deposit | 732,334 | 660,282 | |||
| Right-of-use assets – operating leases | 4,061,617 | 4,285,182 | |||
| Total other assets | 5,882,082 | 6,793,206 | |||
| Total assets | 90,693,349 | $ | 88,406,605 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 1,274,391 | $ | 170,507 | ||
| Accounts payable – related party | 51,698,588 | 50,504,883 | |||
| Contract liabilities | 988,556 | 1,290,061 | |||
| Accrued liabilities and other payables | 281,361 | 273,745 | |||
| Due to related parties | 710,910 | - | |||
| Income tax payable - current | 63,853 | 559,991 | |||
| Operating lease liabilities – current portion | 944,525 | 1,207,234 | |||
| Total current liabilities | 55,962,184 | 54,006,421 | |||
| Other liabilities: | |||||
| Operating lease liabilities – net of current portion | 3,356,232 | 3,387,844 | |||
| Total liabilities | 59,318,416 | $ | 57,394,265 | ||
| Stockholders’ equity: | |||||
| Common stock, par value 0.0001 per share; 140,000,000 shares authorized;<br> 54,222,420 and 54,268,992 shares issued and outstanding as of June 30, 2023 and September 30, 2023 | 5,422 | 5,427 | |||
| Preferred stock, par value 0.0001 per share, 10,000,000 shares authorized, no<br> shares issued at June 30, 2023 and September 30, 2023 | - | - | |||
| Equity reserve | - | 641,943 | |||
| Additional paid-in capital | 25,685,475 | 26,011,086 | |||
| Accumulated other comprehensive loss | (163,768 | ) | (119,305 | ) | |
| Retained earnings | 5,847,804 | 4,473,189 | |||
| Total stockholders’ equity | 31,374,933 | 31,012,340 | |||
| Total liabilities and stockholders’ equity | 90,693,349 | $ | 88,406,605 |
All values are in US Dollars.
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVELOSS
| Three Months Ended <br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2023 | |||||
| Revenue | $ | 26,943,050 | $ | 42,864,647 | ||
| Cost of revenue | 22,150,947 | 35,976,355 | ||||
| Gross profit | 4,792,103 | 6,888,292 | ||||
| Operating expenses: | ||||||
| Sales and marketing expenses | 1,501,156 | 1,068,663 | ||||
| General and administrative expenses | 4,505,815 | 6,730,902 | ||||
| Total operating expenses | 6,006,971 | 7,799,565 | ||||
| Loss from operations | (1,214,868 | ) | (911,273 | ) | ||
| Other income (expense): | ||||||
| Interest income | 510 | 72,246 | ||||
| Exchange gain (loss), net | (500,794 | ) | 3,661 | |||
| Other income (expenses), net | (19,201 | ) | (43,204 | ) | ||
| Total other income (expense), net | (519,485 | ) | 32,703 | |||
| Loss before income taxes | (1,734,353 | ) | (878,570 | ) | ||
| Income taxes - current | (267,401 | ) | (496,045 | ) | ||
| Net loss | $ | (2,001,754 | ) | $ | (1,374,615 | ) |
| Other comprehensive (loss) income | ||||||
| Foreign currency translation adjustments | (6,876 | ) | 44,463 | |||
| Comprehensive loss | (2,008,630 | ) | (1,330,152 | ) | ||
| Net loss per share | ||||||
| Basic and diluted | $ | (0.04 | ) | $ | (0.03 | ) |
| Weighted average shares outstanding: | ||||||
| Basic and diluted | 50,000,000 | 54,246,212 |
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ISPIRE TECHNOLOGY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Three Months ended<br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2023 | |||||
| Net loss: | $ | (2,001,754 | ) | $ | (1,374,615 | ) |
| Adjustments to reconcile net income from operations to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 6,553 | 29,161 | ||||
| Depreciation of right-of-use assets | 256,655 | 312,938 | ||||
| Accounts receivable impairment | - | 225,487 | ||||
| Stock-based compensation expenses | - | 967,559 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable, net | (5,917,620 | ) | (14,710,476 | ) | ||
| Inventories | (4,780,043 | ) | 1,863,080 | |||
| Prepaid expenses and other current assets | (24,810 | ) | 1,603,180 | |||
| Accounts payable | 15,442,733 | (2,449,276 | ) | |||
| Contract liabilities | (997,912 | ) | 281,529 | |||
| Accrued liabilities and other payables | (13,887 | ) | (124,950 | ) | ||
| Income tax payable | 265,925 | 496,138 | ||||
| Net cash provided by (used in) operating activities | $ | 2,235,840 | $ | (12,880,245 | ) | |
| Cash flows from investing activities: | ||||||
| Purchase of property, plant and equipment | (324,747 | ) | (533,122 | ) | ||
| Acquisition of intangible assets | - | (255,650 | ) | |||
| Net cash used in investing activities | $ | (324,747 | ) | $ | (788,772 | ) |
| Cash flows from financing activities: | ||||||
| Advances to related parties | (105,752 | ) | (703,322 | ) | ||
| Principal portion of lease payment | (185,600 | ) | (242,182 | ) | ||
| Net cash used in financing activities | $ | (291,352 | ) | $ | (945,504 | ) |
| Net increase(decrease) in cash and cash equivalents | 1,619,741 | (14,614,521 | ) | |||
| Cash and cash equivalents - beginning of period | 74,480,651 | 40,300,573 | ||||
| Cash and cash equivalents - end of period | $ | 76,100,392 | $ | 25,686,052 |
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