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):February 10, 2024
Ispire Technology Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41680 | 84-5106049 |
|---|---|---|
| (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 communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 February 10, 2025, Ispire Technology Inc. (the “Company”) issued a press release regarding its financial results for the fiscal second quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in that filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed or furnished, as applicable, with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Ispire Technology Inc. issued on February 10, 2024 |
| 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: February 10, 2024 |
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Exhibit 99.1
IspireTechnology Inc. Reports Financial Results for Fiscal Second Quarter 2025
Gross Profit Increased 23.5% from the PreviousYear to $7.7 million
Gross Margins Increased to 18.5%, up from15.0% the Previous Year
Revenue Increased 0.3% Year-Over-Year to$41.8 Million
LOS ANGELES, February 10, 2025 – IspireTechnology Inc. (NASDAQ: ISPR) (“Ispire,” the “Company,” “we,” “us,” or “our”), an innovator in vaping technology and precision dosing, today reported results for the fiscal second quarter 2025, which ended on December 31, 2024.
Fiscal Second Quarter 2025 Financial Results
| ● | Revenue of $41.8 million, compared to $41.7 million<br>for the fiscal second quarter of 2024. |
|---|---|
| ● | Gross profit of $7.7 million, an increase of 23.5%<br>compared to $6.3 million in the fiscal second quarter of 2024. |
| --- | --- |
| ● | Gross marginof 18.5%, an increase of 23% compared<br>to 15.0% second quarter of fiscal 2024. |
| --- | --- |
| ● | Total operating expensesof $15.1 million, an<br>increase of 48.0% as compared to $10.2 million for second quarter of fiscal 2024. |
| --- | --- |
| ● | Net lossof ($8.0) million, compared to<br>net loss of ($4.0) million in the second quarter of fiscal 2024. |
| --- | --- |
“Despite challenging macroeconomic conditions, we had strong results for the quarter given the strategic advances we made in becoming a leading global innovative vaping technology and precision dosing solutions company,” said Michael Wang, Co-Chief Executive Officer of Ispire. “This is particularly evident as we further expanded into international markets. Our BrkFst brand recently launched in Africa, marking our first international nicotine license arrangement and product launch. The BrkFst brand has seen early success as we have quickly established a presence in over 500 retail locations across South Africa and Nigeria, including major chains like Pick n Pay and Forecourts. We’ve implemented a sweeping market activation strategy with brand ambassadors conducting daily events in major metropolitan areas, which has been instrumental in building strong relationships with both retailers and consumers. We now plan to accelerate our expansion strategy to reach more than 2,000 stores in the next six months through additional strategic partnerships.”
“Furthermore, our IKE Tech joint venture’s component PMTA strategy represents a groundbreaking opportunity. We’ve completed a successful pre-PMTA meeting with the FDA, who indicated they would accept our component PMTA submission and consider our priority review. The legal U.S. market for electronic nicotine delivery systems is approximately $11 billion, with an additional $7 billion potential in alternative markets. This is a significant opportunity for our potentially industry changing blockchain-based age verification technology which could help prevent youth access,” Mr. Wang concluded.
Jim McCormick, Chief Financial Officer of Ispire, added, “Our financial performance this quarter demonstrates our ability to execute on our strategic priorities for growth and financial management. The authorization by the Board of up to a $10 million stock repurchase program underscores our confidence in Ispire’s long-term potential and our commitment to creating value for shareholders. In Malaysia, we’ve made significant regulatory progress, obtaining critical nicotine import and export licenses and preparing for our manufacturer’s license, which we expect will enable us to scale our operations to 70 production lines in our new facility. Also, subsequent to quarter end, the Company moved certain daily roles and functions to our Malaysian operations to help further streamline our overall business and to reduce operating expenses by an anticipated $8 million annually. This balanced approach allows us to simultaneously invest in our growth strategies and return value to our shareholders, which we believe positions us for continued success in the evolving global nicotine product market.”
Financial Results for the Fiscal Second Quarter Ended December 31,2024
Ispire reported revenue of $41.8 million for the fiscal second quarter ended December 31, 2024, compared to $41.7 million for the prior comparable period, an increase of $0.1 million. The growth in revenue is largely due to the increase in contribution of sales from expansion overseas.
Gross profit for the second quarter of fiscal 2025, was $7.7 million compared to $6.3 million in the year-ago period. Gross margin increased to 18.5% from 15.0% in the second quarter of fiscal 2024. The increase in gross profit and gross margin was primarily due to changes in product mix with more higher margin products being sold during the three months ended December 31, 2024.
Total operating expenses for the second fiscal quarter of 2025 were $15.1 million, compared to $10.2 million for second fiscal quarter of 2024. The increase in operating expenses was primarily due to increased expenses associated with our increased revenue generation, continued investment in Malaysia, and increased expenses related to our product development function.
Net loss was $8.0 million or ($0.14) per share for the fiscal second quarter of 2025, versus a net loss of $4.0 million, or ($0.07) per share for the fiscal second quarter of 2024.
At December 31, 2024, Ispire had a cash position of $34.4 million, as well as working capital of $6.1 million.
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Conference Call
The Company will conduct a conference call at 8:00am Eastern Time on Monday, February 10, 2025, to discuss the results. Ispire management will host the conference call, followed by a question-and-answer period.
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.
| ● | Date: Monday,<br>February 10, 2025 |
|---|---|
| ● | Time: 8:00am<br>ET |
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| ● | Dial-In<br>Numbers: United States 877-451-6152 or International +1 201-389-0879 |
| --- | --- |
This conference call will be broadcast live on the Internet and can be accessed by all interested parties at https://viavid.webcasts.com/starthere.jsp?ei=1705094&tp_key=6946006674. ****
Please access the link at least fifteen minutes prior to the start of the call to register, download, and install any necessary audio software.
A playback will be available from 11:00 am ET on February 10, 2025, through February 24, 2025. To listen, please dial +1 844-512-2921 or +1 412-317-6671. Use the passcode 13751256 to access the replay.
About Ispire Technology Inc.
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 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 U.S., People’s Republic of China and Russia) primarily through its global distribution network. The Company’s cannabis products are marketed under the Ispire brand name primarily on an original design manufacturer (ODM) basis to other cannabis vapor companies. Ispire sells its cannabis vaping hardware only in the U.S., and it recently commenced its marketing activities in Canada and Europe. For more information, visit www.ispiretechnology.com or follow Ispire on Instagram, LinkedIn, Twitter 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.
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Forward Looking Statements
This press release contains 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: whether the Company may be successful in re-entering the U.S. ENDS market; the approval or rejection of any PMTA submitted by the Company; whether the Company will be successful in its plans to further expand into the African market; whether the Company’s joint venture with Touch Point Worldwide Inc. d/b/a/ Berify and Chemular Inc. (the “Joint Venture”) may be successful in achieving its goals as currently contemplated, with different terms, or at all; the Joint Venture’s ability to innovate in the e-cigarette technology space or develop age gating or age verification technologies for nicotine vaping devices; 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 in meeting its goals; the ability of its customers to derive the anticipated benefits of the Ispire ONE™ and the success of its 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 year ended June 30, 2024 and any subsequent filings which Ispire makes with the SEC. You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this press release relate only to events or information as of the date on which the statements are made in this 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 applicable law. You should read this press release with the understanding that our actual future results may be materially different from what we expect.
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ISPIRE TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In $USD, except share and per share data)
| June 30,<br> 2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash | 34,372,851 | $ | 35,071,294 | ||
| Restricted cash | 22,535 | - | |||
| Accounts receivable, net | 67,700,463 | 59,734,765 | |||
| Inventories, net | 7,900,110 | 6,365,394 | |||
| Prepaid expenses and other current assets | 2,324,245 | 1,400,152 | |||
| Total current assets | 112,320,204 | 102,571,605 | |||
| Non-current assets: | |||||
| Property, plant and equipment, net | 2,365,115 | 2,582,457 | |||
| Intangible assets, net | 2,120,367 | 1,375,666 | |||
| Right-of-use assets – operating leases | 2,949,756 | 3,579,140 | |||
| Other investment | 2,000,000 | 2,000,000 | |||
| Equity method investment | 10,071,380 | 10,248,048 | |||
| Other non-current assets | 215,612 | 284,050 | |||
| Total non-current assets | 19,722,230 | 20,069,361 | |||
| Total assets | 132,042,434 | $ | 122,640,966 | ||
| Liabilities and stockholders’ equity | |||||
| Current liabilities | |||||
| Accounts payable | 5,156,302 | $ | 3,779,723 | ||
| Accounts payable – related party | 86,375,645 | 67,046,472 | |||
| Contract liabilities | 1,882,743 | 2,218,166 | |||
| Accrued liabilities and other payables | 11,576,021 | 11,738,339 | |||
| Operating lease liabilities – current portion | 1,245,061 | 1,207,832 | |||
| Total current liabilities | 106,235,772 | 85,990,532 | |||
| Non-current liabilities: | |||||
| Operating lease liabilities – net of current portion | 1,572,574 | 2,194,094 | |||
| Total liabilities | 107,808,346 | 88,184,626 | |||
| Commitments and contingencies | |||||
| Stockholders’ equity: | |||||
| Common stock, par value 0.0001 per share; 140,000,000 shares authorized; 56,677,982 and 56,470,636 shares issued and outstanding as of December 31, 2024 and June 30, 2024 | 5,668 | 5,647 | |||
| Preferred stock, par value 0.0001 per share, 10,000,000 shares authorized, no shares issued at December 31, 2024 and June 30, 2024 | - | - | |||
| Additional paid-in capital | 46,670,244 | 43,217,391 | |||
| Accumulated deficit | (22,418,700 | ) | (8,825,041 | ) | |
| Accumulated other comprehensive (loss) income | (23,124 | ) | 58,343 | ||
| Total stockholders’ equity | 24,234,088 | 34,456,340 | |||
| Total liabilities and stockholders’ equity | 132,042,434 | $ | 122,640,966 |
All values are in US Dollars.
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ISPIRE TECHNOLOGY INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE LOSS
(In $USD, except share and per share data)
| Three Months Ended<br> December 31, | Six Months Ended<br> December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue | $ | 41,827,860 | $ | 41,685,561 | $ | 81,166,173 | $ | 84,550,208 | ||||
| Cost of revenue | 34,105,289 | 35,432,663 | 65,769,224 | 71,452,462 | ||||||||
| Gross profit | 7,722,571 | 6,252,898 | 15,396,949 | 13,097,746 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing expenses | 2,061,664 | 1,394,407 | 5,053,911 | 2,419,626 | ||||||||
| General and administrative expenses | 13,020,962 | 8,778,715 | 22,965,962 | 15,476,589 | ||||||||
| Total Operating expenses | 15,082,626 | 10,173,122 | 28,019,873 | 17,896,215 | ||||||||
| Loss from operations | (7,360,055 | ) | (3,920,224 | ) | (12,622,924 | ) | (4,798,469 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest income, net | 59,755 | 203,101 | 59,841 | 275,347 | ||||||||
| Exchange gain (loss), net | (245,173 | ) | 30,856 | (127,588 | ) | 34,517 | ||||||
| Other income (expense), net | 6,861 | 46,535 | 13,796 | 3,331 | ||||||||
| Total Other income (expense), net | (178,557 | ) | 280,492 | (53,951 | ) | 313,195 | ||||||
| Loss before income taxes | (7,538,612 | ) | (3,639,732 | ) | (12,676,875 | ) | (4,485,274 | ) | ||||
| Income taxes - current | (460,031 | ) | (352,180 | ) | (916,784 | ) | (848,225 | ) | ||||
| Net loss | $ | (7,998,643 | ) | $ | (3,991,912 | ) | $ | (13,593,659 | ) | $ | (5,333,499 | ) |
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustments | 73,470 | 114,327 | (81,467 | ) | 158,790 | |||||||
| Comprehensive income (loss) | $ | (7,925,173 | ) | $ | (3,877,585 | ) | $ | (13,675,126 | ) | $ | (5,174,709 | ) |
| Net loss per share | ||||||||||||
| Basic and diluted | $ | (0.14 | ) | $ | (0.07 | ) | $ | (0.24 | ) | $ | (0.10 | ) |
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 56,658,012 | 54,270,236 | 56,629,666 | 54,258,224 |
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For more information, kindly contact:
**IR Contacts:**Investor Relations
Sherry Zheng
718-213-7386
ir@ispiretechnology.com
KCSA Strategic Communications
Phil Carlson
212-896-1233
ispire@kcsa.com
**PR Contact:**Ellen Mellody
570-209-2947
EMellody@kcsa.com
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