6-K
TDH Holdings, Inc. (PETZ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission file number: 001-38206
TDH HOLDINGS, INC.
(Registrant’s name)
c/o Beijing Wenxin Co., Ltd.Room 1104, Full Tower, 9 East Third Ring Middle Road, Chaoyang District, BeijingPeople’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note:
On November 13, 2025, TDH Holdings, Inc. (the “Registrant”) issued a press release announcing its financial results for the first half year 2025. A copy of the press release is attached hereto as Exhibit 99.1
EXHIBIT INDEX
| Number | Description of Exhibit |
|---|---|
| 99.1 | Press Release dated November 13, 2025 announcing financial results for the first half year 2025. |
1
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TDH HOLDINGS, INC. | ||
|---|---|---|
| By: | /s/ Dandan Liu | |
| Dandan Liu | ||
| Chair and Chief Executive Officer | ||
| Dated: November 13, 2025 |
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Exhibit 99.1
TDH Holdings, Inc. Reports First Half 2025 FinancialResults
BEIJING, China, November 13, 2025 /PRNewswire/ -- TDH Holdings, Inc. (NASDAQ: PETZ) (“TDH” or the “Company”), a PRC-based company that is an owner, operator and manager of commercial real estate properties, announced today its financial results for the six months ended June 30, 2025.
First Half 2025 Unaudited Financial Highlights:
| For the Six Months Ended June 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ millions, except per share data) | 2025 | 2024 | % Change | ||||||
| Revenues from continuing operations | $ | 0.59 | $ | 0.10 | 466.38 | % | |||
| Gross profit | $ | 0.16 | $ | 0.04 | 329.26 | % | |||
| Gross profit margin | 26.73 | % | 35.26 | % | -8.54 pp | * | |||
| Loss from operations | $ | (0.57 | ) | $ | (1.08 | ) | 47.21 | % | |
| Operating loss margin | -97.60 | % | -1,047.13 | % | 949.53 pp | * | |||
| Net income attributable to common stockholders | $ | 1.38 | $ | 1.32 | 4.60 | % | |||
| Earnings per share - basic and diluted | $ | 0.13 | $ | 0.13 | 4.60 | % | |||
| * | pp: percentage points | ||||||||
| --- | --- | ||||||||
| ● | Revenues increased by 466.38% to $0.59 million for the first half of 2025. This significant growth is mainly attributed to the following two factors: (1) With the gradual economic recovery, business activities have become more active, and the market demand for commercial real estate has increased significantly. Relying on accurate market positioning and effective marketing strategies, the Company has successfully attracted many high - quality tenants, increasing the growth of its commercial real estate property leasing business; (2) the Company fully considers the characteristics of enterprises in different industries and of different scales in providing personalized leasing solutions. This customized service meets the diverse needs of customers and effectively improves the satisfaction and loyalty of tenants. | ||||||||
| --- | --- | ||||||||
| ● | Gross profit was $0.16 million for the first half of 2025, compared to gross profit of $0.04 million for the same period of the prior year. | ||||||||
| --- | --- | ||||||||
| ● | Operating loss was $0.57 million for the first half of 2025, compared to operating loss of $1.08 million for the same period of the prior year. The reduction in operating losses was mainly due to the increase in the Company's revenue in the first half of 2025 and the control of operating costs. | ||||||||
| --- | --- | ||||||||
| ● | Net income was $1.38 million, or earnings per share of $0.13, for the first half of 2025, compared to net income of $1.32 million, or earnings per share of $0.13, for the same period of the prior year. | ||||||||
| --- | --- |
First Half 2025 Financial Results
Revenues from continuing operations
In 2025, we believe we strengthened our brand and customer relationships . We believe we have increased our brand image and enhanced our market competitiveness by among other means, improving service quality, and optimizing the leasing process. At the same time, we are seeking to establish long-term and stable cooperative relationships with our clients, laying a solid foundation for the continuous growth of our business. We expect the revenue of the commercial real estate leasing business to continue to grow in the near future.
Cost of revenues from continuing operations
Cost of revenues consists primarily of lease and occupancy costs, depreciation and amortization costs, as well as agency service costs. Cost of revenues increased by $0.36 million, or 541.07%, to $0.43 million for the first half of 2025 from $0.07 million for the same period of the prior year. The increase in cost of revenues was in line with the increase in revenue.
Gross profit and gross profit margin from continuingoperations
Gross profit from continuing operations was $0.16 million for the first half of 2025, compared to gross profit of $0.04 for the same period of the prior year. The increase in gross profit was due to increased revenues from our commercial real estate leasing business. Gross profit margin was 26.73% for the six months ended June 30, 2025, as compared to 35.26% for the six months ended June 30, 2024, which was due to the fact that we changed the agency service costs and maintenance costs directly related to the leasing business from administrative expenses to costs.
Operating expense from continuing operations
Operating expense consists of selling expense and general and administrative expense.
General and administrative expense decreased by $0.03 million, or 4.39%, to $0.73 million for the first half of 2025 from $0.76 million for the same period of the prior year.
Goodwill impairment loss decreased by $0.36 million or 100% when comparing the first half or 2025 to the same period of 2024.
As a result, total operating expenses decreased by $0.39 million, or 34.95%, to $0.73 million for the first half of 2025 from $1.12 million for the same period of the prior year.
Operating loss from continuing operations
Loss from operations was $0.57 million for the first half of 2025, compared to $1.08 million for the same period of the prior year. The decrease in continuing operating loss was mainly due to the increase in the company's revenue in the first half of 2025 and the control of operating costs.
Other income, net
Total net other income decreased by approximately $0.76 million or 27.92%, from $2.74 million in the six months ended June 30, 2024, to $1.97 million in the six months ended June 30, 2025. The main reason for this decrease was primarily attributable to a decrease in investment income. We invested our available cash on hand in equity securities of certain publicly listed companies through various open market transactions. Our investments in marketable securities are accounted for pursuant to ASC 321 and reported at their readily determinable fair value as quoted by market exchanges in the consolidated balance sheets with change in fair value recognized in earnings.
Net income attributable to the Company andearnings per share
As a result of the above, net income attributable to the Company was $1.38 million, or earnings per share of $0.13, for the first half of 2025, compared to net income of $1.32 million, or earnings per share of $0.13, for the same period of the prior year.
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Financial Conditions
As of June 30, 2025, based on the results of the operations, the Company had cash and cash equivalents of $16.07 million, compared to $15.70 million at December 31, 2024. Accounts receivable were $0.07 million as of June 30, 2025, compared to $0 million at December 31, 2024. We also had short-term investments of approximately $15.45 million and $12.95 million as of June 30, 2025, and December 31, 2024, respectively, which are highly liquid and can be converted into cash and used in our operations if needed.
Net cash provided by operating activities was $0.29 million for the first half of 2025, compared to net cash used in operating activities of $2.34 million for the same period of the prior year.
Net cash provided by investing activities was $0.07 million for the first half of 2025, compared to net cash provided by investing activities of $1.38 million for the same period of the prior year.
There was no cash provided by or used in our financing activities during the six months ended June 30, 2025, and 2024, respectively.
Notice
Rounding amounts and percentages: Certain amounts and percentages included in this press release have been rounded for ease of presentation. Percentage figures included in this press release have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, certain percentage amounts in this press release may vary from those obtained by performing the same calculations using the figures in the financial statements. In addition, certain other amounts that appear in this press release may not sum due to rounding.
About TDH Holdings, Inc.
Founded in April 2002, TDH Holdings, Inc. (the “Company”) (NASDAQ: PETZ), a PRC-based company that is an owner, operator and manager of commercial real estate properties. More information about the Company can be found at www.tiandihui.com.
Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may”, “will”, “intend”, “should”, “believe”, “expect”, “anticipate”, “project”, “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Specifically, the Company’s statements regarding, among others, its growth and business outlook, the excepted revenue growth from the Company’s commercial real estate leasing business and the Company’s ability to execute on its business plan, are forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; general risks affecting the commercial real estate industry (including, without limitation, the inability to enter into or renew leases on favorable terms, changes in client preferences and space utilization, dependence on clients’ financial condition, and competition from other developers, owners and operators of real estate); changes in technology; economic conditions;, reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in China and the United States and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the Securities and Exchange Commission. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Feng Zhang, CFO
Email: zhangfeng@tdhpet.com
Phone: +86 183-1102-1983
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Index to Unaudited Condensed Consolidated InterimFinancial Statements
| Page | |
|---|---|
| Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 5 |
| Condensed Consolidated Statements of Operations and Comprehensive Income For The Six Months Ended June 30, 2025 and 2024 (Unaudited) | 6 |
| Condensed Consolidated Statements of Cash Flows For The Six Months Ended June 30, 2025 and 2024 (Unaudited) | 7 |
4
TDH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 16,072,613 | $ | 15,699,562 | ||
| Short-term investments | 15,454,430 | 12,952,597 | |||
| Accounts receivable, net | 74,319 | 5,748 | |||
| Advances to suppliers, net | 147,721 | 37,790 | |||
| Prepayments and other current assets, net | 247,744 | 103,519 | |||
| Total current assets | 31,996,827 | 28,799,216 | |||
| NON-CURRENT ASSETS: | |||||
| Property, plant and equipment, net | 2,282,383 | 2,363,989 | |||
| Operating lease right-of-use assets | 3,516,156 | 2,175,456 | |||
| Total non-current assets | 5,798,539 | 4,539,445 | |||
| Total assets | 37,795,366 | $ | 33,338,661 | ||
| LIABILITIES AND SHAREHOLDERS’S EQUITY | |||||
| CURRENT LIABILITIES: | |||||
| Accounts payable | 60,452 | $ | 122,251 | ||
| Advances from customers | 204,007 | 183,173 | |||
| Bank overdrafts | - | 73,105 | |||
| Short-term loans - related parties | - | 261,725 | |||
| Taxes payable | 6,655 | 14,681 | |||
| Due to related parties | 200,000 | 200,318 | |||
| Operating lease liabilities, current | 787,811 | 486,121 | |||
| Other current liabilities | 3,868,713 | 2,859,061 | |||
| Total current liabilities | 5,127,638 | 4,200,435 | |||
| NON-CURRENT LIABILITIES: | |||||
| Operating lease liabilities, non-current | 2,665,368 | 1,738,371 | |||
| Total liabilities | 7,793,006 | 5,938,806 | |||
| SHAREHOLDERS’ EQUITY: | |||||
| Common stock (0.02 par value; 50,000,000 shares authorized; 10,323,268 shares issued and outstanding at June 30, 2025 and December 31, 2024) | 206,465 | 206,465 | |||
| Additional paid-in capital | 51,129,439 | 51,129,439 | |||
| Accumulated deficit | (21,040,348 | ) | (23,937,478 | ) | |
| Accumulated other comprehensive loss | (113,203 | ) | (95,784 | ) | |
| Total TDH Holdings, Inc. shareholders’ equity | 30,182,353 | 27,302,642 | |||
| Non-controlling interest | (179,993 | ) | 97,213 | ||
| Total shareholders’ equity | 30,002,360 | $ | 27,399,855 | ||
| Total liabilities and shareholders’ equity | 37,795,366 | 33,338,661 |
All values are in US Dollars.
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TDH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSAND COMPREHENSIVE INCOME
(Unaudited)
| For The <br> Six Months<br> Ended <br> June 30,<br> 2025 | For The <br> Six Months<br> Ended<br> June 30,<br> 2024 | |||||
|---|---|---|---|---|---|---|
| Net revenue | $ | 585,690 | $ | 103,410 | ||
| Cost of revenue | 429,157 | 66,944 | ||||
| Gross profit (loss) | 156,533 | 36,466 | ||||
| Operating expenses: | ||||||
| Selling expense | 2,725 | - | ||||
| General and administrative expense | 725,428 | 758,763 | ||||
| Impairment of goodwill | - | 360,541 | ||||
| Total operating expenses | 728,153 | 1,119,304 | ||||
| Loss from operations | (571,620 | ) | (1,082,839 | ) | ||
| Interest income (expense) | 125,757 | (22,421 | ) | |||
| Other income (loss) | (437,048 | ) | 2,957 | |||
| Gain (loss) on disposal of subsidiaries | (294,016 | ) | - | |||
| Other expenses | 2,578,029 | 2,756,268 | ||||
| Total other income | 1,972,722 | 2,736,804 | ||||
| Income before income tax provision | 1,401,102 | 1,653,965 | ||||
| Net income from continuing operations | 1,401,102 | 1,653,965 | ||||
| Net loss from discontinued operations of Bo Lings and Far Lings | - | (444,750 | ) | |||
| Net income (loss) | 1,401,102 | 1,209,215 | ||||
| Less: Net income (loss) attributable to non-controlling interest | 21,886 | (109,347 | ) | |||
| Net Income attributable to TDH Holdings, Inc. | 1,379,216 | 1,318,562 | ||||
| Comprehensive income (loss) | ||||||
| Net income | $ | 1,401,102 | $ | 1,209,215 | ||
| Other comprehensive income | ||||||
| Foreign currency translation adjustment | (17,419 | ) | 11,494 | |||
| Total comprehensive income | $ | 1,383,683 | $ | 1,220,709 | ||
| Less: Comprehensive loss attributable to non-controlling interest | (277,206 | ) | (282,745 | ) | ||
| Comprehensive income attributable to TDH Holdings, Inc. | $ | 1,660,889 | $ | 1,503,454 | ||
| Earnings per common share attributable to TDH Holdings, Inc. | ||||||
| Basic | $ | 0.13 | $ | 0.13 | ||
| Diluted | $ | 0.13 | $ | 0.13 | ||
| Weighted average common shares outstanding* | ||||||
| Basic | 10,323,268 | 10,323,268 | ||||
| Diluted | 10,323,268 | 10,323,268 |
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TDH HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For The<br> Six Months<br> Ended | For The <br> Six Months<br> Ended | |||||
|---|---|---|---|---|---|---|
| June 30, <br> 2025 | June 30, <br> 2024 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 1,379,216 | $ | 1,318,562 | ||
| Less: net loss from discontinued operations | - | (444,750 | ) | |||
| Net income from continuing operations | 1,379,216 | 1,763,312 | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||
| Depreciation and amortization expense | 91,313 | 50,370 | ||||
| Fair value change of short-term investments | -(2,578,029 | ) | (2,756,268 | ) | ||
| Loss on disposal of subsidiaries | 294,016 | (441,600 | ) | |||
| Impairment of goodwill | - | 360,541 | ||||
| Inventory write-down | - | - | ||||
| Allowance for doubtful accounts | - | 106,258 | ||||
| Loss (gain) on disposal of property, plant and equipment | - | 59,009 | ||||
| Amortization of operating lease right-of-use assets | 358,024 | (343,425 | ) | |||
| Changes in operating assets and liabilities: | - | |||||
| Accounts receivable, net | -(161,477 | ) | (113,883 | ) | ||
| Dividends receivable | -(124,085 | ) | - | |||
| Inventories, net | - | 8,370 | ||||
| Operating lease liabilities | (451,639 | ) | 2,772,202 | |||
| Advances to suppliers, net | (109,387 | ) | (34,035 | ) | ||
| Prepayments and other current assets, net | - | (2,346,929 | ) | |||
| Accounts payable | 62,551 | 139,762 | ||||
| Interest payable | - | 14,284 | ||||
| Taxes payable | 1,350 | - | ||||
| Advances from customers | 20,292 | 153,312 | ||||
| Advances from customer - related party | - | - | ||||
| Other current liabilities | 1,504,191 | (1,539,428 | ) | |||
| Net cash provided by operating activities from continuing operations | 286,336 | (2,148,149 | ) | |||
| Net cash used in operating activities from discontinued operations | - | (192,351 | ) | |||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ | 286,336 | $ | (2,340,500 | ) | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Payments to acquire property, plant and equipment | (8,115 | ) | (1,760,454 | ) | ||
| Disposal of subsidiaries | - | 578,400 | ||||
| Purchase of short-term investments | (28,212,885 | ) | (21,403,449 | ) | ||
| Proceeds from sale of short-term investments | 28,291,888 | 23,966,975 | ||||
| Net cash provided by investing activities from continuing operations | 70,888 | 1,381,473 | ||||
| Net cash provided by investing activities from discontinued operations | - | - | ||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | $ | 70,888 | $ | 1,381,473 | ||
| Effects on changes in foreign exchange rate | 15,827 | 206,710 | ||||
| Net change in cash, cash equivalents, and restricted cash | 373,051 | (752,317 | ) | |||
| Cash, cash equivalents, and restricted cash - beginning of the period | 15,699,562 | 13,661,382 | ||||
| Cash, cash equivalents, and restricted cash - end of the period | $ | 16,072,613 | $ | 12,909,065 | ||
| Less: cash and restricted cash of discontinued operations at the end of the period | - | - | ||||
| Cash and restricted cash of continued operations at the end of the period | 16,072,613 | 12,909,065 | ||||
| Supplemental cash flow information | ||||||
| Interest paid | $ | - | $ | - | ||
| Non-cash investing and financing activities | ||||||
| Right of use assets obtained in exchange for operating lease obligations | $ | 1,691,292 | $ | - | ||
| Supplemental non-cash investing and financing activities | ||||||
| Cashless exercise of warrants | - | - | ||||
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets | ||||||
| Cash and cash equivalents | $ | 16,072,613 | $ | 12,909,065 | ||
| Restricted cash | $ | - | $ | - | ||
| Total cash, cash equivalents, and restricted cash | $ | 16,072,613 | $ | 12,909,065 |
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