PLAG 8-K
Planet Green Holdings Corp. (PLAG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205
FORM
CURRENT REPORT
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 15, 2026, Planet Green Holdings Corp. (the “Company”) completed the disposition of its 100% equity interest in Bless Chemical Co., Ltd. HK (“Bless HK”), the indirect owner of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“Jingshan”), to Hongzhang Liang for nominal consideration (the “Disposition”). Mr. Liang is not affiliated with the Company and has no material relationship with the Company or any of its directors or executive officers.
The Board of Directors (the “Board”) of the Company determined that it was in the best interests of the Company and its stockholders to discontinue the operations of Jingshan, an indirect wholly owned subsidiary of the Company and dispose of its equity interest in Bless HK. In approving the Disposition, the Board considered various factors, including Jingshan’s financial condition, existing liabilities and obligations, operating status, anticipated future funding requirements, and the Company’s strategic objective of focusing its resources and management attention on its core consumer products and digital advertising businesses. The Board determined that the discontinuation of Jingshan’s operations and the disposition of Bless HK would streamline the Company’s operations, reduce future funding commitments and potential liabilities associated with Jingshan, and better align the Company’s business activities with its long-term strategic objectives. Accordingly, the Board concluded that the Disposition was in the best interests of the Company and its stockholders. Prior to the Disposition, Jingshan had ceased active operations and was not generating revenue.
Bless HK indirectly held 100% of the equity interests in Jingshan through Hubei Bulaisi Technology Co., Ltd. and did not own any other operating assets of the Company. As a result of the Disposition, the Company no longer owns or controls Bless HK or Jingshan, and the assets, liabilities, and results of operations of Bless HK and Jingshan will no longer be consolidated in the Company’s consolidated financial statements from and after the closing of the Disposition.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the disposition described in Item 2.01 of this Current Report on Form 8-K is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Dated: June 17, 2026 | PLANET GREEN HOLDINGS CORP. | |
| By: | /s/ Bin Zhou | |
| Name: | Bin Zhou | |
| Title: | Chief Executive Officer and Chairman | |
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Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Introduction
The following unaudited pro forma condensed consolidated balance sheet as of March 31, 2026 and December 31, 2025, the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 present the financial information of the Company after giving effect to the Disposition and related adjustments.
The unaudited pro forma condensed consolidated balance sheet presents the unaudited balance sheet of the Company as of March 31, 2026, giving effect to the Disposition as if it had been completed on March 31, 2026.
The unaudited pro forma condensed consolidated balance sheet presents the audited balance sheet of the Company as of December 31, 2025, giving effect to the Disposition as if it had been completed on December 31, 2025.
The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 presents the unaudited statement of operations of the Company for three months ended March 31, 2026, giving effect to the Disposition as if it had occurred on January 1, 2026, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2025 presents the audited statement of operations of the Company for the year ended December 31, 2025, giving effect to the Disposition as if it had occurred on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and does not necessarily reflect what the company’s financial condition or results of operations would have been had the Disposition occurred on the dates indicated.
Description of the Disposition
On June 15, 2026, Planet Green Holdings Corp. (the “Company”) completed the disposition of its 100% equity interest in Bless Chemical Co., Ltd. HK (“Bless HK”) , the indirect owner of Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd. (“Jingshan”), to Hongzhang Liang for nominal consideration. Mr. Liang is not affiliated with the Company and has no material relationship with the Company or any of its directors or executive officers.
Bless HK indirectly held 100% of the equity interests in Jingshan through Hubei Bulaisi Technology Co., Ltd. (“Hubei Bulaisi”) and did not own any other operating assets of the Company. As a result of the Disposition, the Company no longer owns or controls Bless HK or Jingshan, and the assets, liabilities, and results of operations of Bless HK and Jingshan will no longer be consolidated in the Company’s consolidated financial statements from and after the closing of the Disposition.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of March 31, 2026
| Balance Sheet as of March 31, 2026 | Transaction Accounting Adjustments | Note | Pro forma Balance Sheet | |||||||||||
| (Unaudited) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash | $ | 5,470,815 | $ | (1,290 | ) | (1) | $ | 5,468,075 | ||||||
| (1,450 | ) | (2) | ||||||||||||
| Accounts receivables, net | 1,384,819 | (46,620 | ) | (1) | 1,338,199 | |||||||||
| Inventories, net | 609,838 | (139,921 | ) | (1) | 469,917 | |||||||||
| Advance to suppliers, net | 1,009,092 | (962,564 | ) | (1) | 46,528 | |||||||||
| Other receivables, net | 2,716 | - | 2,716 | |||||||||||
| Other receivables–related parties | 3,081,792 | (3,081,792 | ) | (1) | - | |||||||||
| Prepaid expenses | 24,841 | (24,820 | ) | (1) | 21 | |||||||||
| Total current assets | 11,583,913 | (4,258,457 | ) | 7,325,456 | ||||||||||
| Non-current assets | ||||||||||||||
| Plant and equipment, net | 4,579,355 | (1,876,194 | ) | (1) | 2,703,161 | |||||||||
| Intangible assets, net | 701,208 | (7,978 | ) | (1) | 693,230 | |||||||||
| Goodwill | 15,329 | - | 15,329 | |||||||||||
| Total non-current assets | 5,295,892 | (1,884,172 | ) | 3,411,720 | ||||||||||
| Total assets | $ | 16,879,805 | $ | (6,142,629 | ) | $ | 10,737,176 | |||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Loans-current | $ | 3,618,850 | $ | (3,616,990 | ) | (1) | $ | 1,860 | ||||||
| Accounts payable | 6,633,495 | (648,339 | ) | (1) | 5,985,156 | |||||||||
| Advance from customers | 212,899 | (61,355 | ) | (1) | 151,544 | |||||||||
| Taxes payable | 884,752 | - | 884,752 | |||||||||||
| Other payables and accrued liabilities | 1,951,020 | (153,709 | ) | (1) | 1,797,311 | |||||||||
| Other payables–related parties | 3,180,701 | 290,478 | (1) | 3,471,179 | ||||||||||
| Total current liabilities | 16,481,717 | (4,189,915 | ) | 12,291,802 | ||||||||||
| Loans-noncurrent | 2,045,520 | (2,045,520 | ) | (1) | - | |||||||||
| Total liabilities | 18,527,237 | (6,235,435 | ) | 12,291,802 | ||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ equity (deficit) | ||||||||||||||
| Preferred stock: $0.001 par value, 100,000,000 shares authorized; none issued or outstanding as of March 31, 2026 | - | - | - | |||||||||||
| Common stock: $0.001 par value, 1,500,000,000 shares authorized; 14,232,714 shares issued and outstanding as of March 31, 2026 | 14,233 | - | 14,233 | |||||||||||
| Additional paid in capital | 170,190,324 | - | 170,190,324 | |||||||||||
| Accumulated deficit | (174,717,437 | ) | 42,830 | (1) | (174,674,607 | ) | ||||||||
| (1,475 | ) | (2) | (1,475 | ) | ||||||||||
| Accumulated other comprehensive income | 2,680,006 | 51,426 | (1) | 2,731,457 | ||||||||||
| 25 | (2) | |||||||||||||
| Non-controlling interests | 185,442 | - | 185,442 | |||||||||||
| Total stockholders’ deficit | (1,647,432 | ) | 92,806 | (1,554,626 | ) | |||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 16,879,805 | $ | (6,142,629 | ) | $ | 10,737,176 | |||||||
| (1) | Reflects the disposal of Jingshan; |
| (2) | Reflects the disposal of Hubei Bulaisi. |
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Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
| Balance Sheet as of December 31, 2025 | Transaction Accounting Adjustments | Note | Pro forma Balance Sheet | |||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash | $ | 118,956 | $ | (101,775 | ) | (1) | $ | 15,751 | ||||||
| (1,430 | ) | (2) | ||||||||||||
| Accounts receivables, net | 209,206 | (74,876 | ) | (1) | 134,330 | |||||||||
| Inventories, net | 737,970 | (138,706 | ) | (1) | 599,264 | |||||||||
| Advance to suppliers, net | 984,566 | (946,947 | ) | (1) | 37,619 | |||||||||
| Other receivables, net | 1,610 | (572 | ) | (1) | 1,038 | |||||||||
| Other receivables–related parties | 2,736,302 | (2,729,917 | ) | (1) | 6,385 | |||||||||
| Prepaid expenses | 20,071 | (20,050 | ) | (1) | 21 | |||||||||
| Total current assets | 4,808,681 | (4,014,273 | ) | 794,408 | ||||||||||
| Non-current assets | ||||||||||||||
| Plant and equipment, net | 4,652,972 | (1,933,555 | ) | (1) | 2,719,417 | |||||||||
| Intangible assets, net | 717,311 | (8,068 | ) | (1) | 709,243 | |||||||||
| Construction in progress, net | 23,909 | 23,909 | ||||||||||||
| Goodwill | 7,005 | - | 7,005 | |||||||||||
| Total non-current assets | 5,401,197 | (1,941,623 | ) | 3,459,574 | ||||||||||
| Total assets | $ | 10,209,878 | $ | (5,955,896 | ) | $ | 4,253,982 | |||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current liabilities | ||||||||||||||
| Loans-current | $ | 5,255,536 | $ | (5,183,252 | ) | (1) | $ | 72,284 | ||||||
| Accounts payable | 2,114,143 | (592,016 | ) | (1) | 1,522,127 | |||||||||
| Advance from customers | 213,127 | (62,200 | ) | (1) | 150,927 | |||||||||
| Taxes payable | 232,066 | (96,155 | ) | (1) | 135,911 | |||||||||
| Other payables and accrued liabilities | 2,140,130 | (325,552 | ) | (1) | 1,814,578 | |||||||||
| Other payables–related parties | 1,924,426 | 1,024,398 | (1) | 2,948,824 | ||||||||||
| Total current liabilities | 11,879,428 | (5,234,777 | ) | 6,644,651 | ||||||||||
| Loans-noncurrent | 500,493 | (428,994 | ) | (1) | 71,499 | |||||||||
| Total liabilities | 12,379,921 | (5,663,771 | ) | 6,716,150 | ||||||||||
| Commitments and contingencies | ||||||||||||||
| Stockholders’ equity (deficit) | ||||||||||||||
| Preferred stock: $0.001 par value, 100,000,000 shares authorized; none issued or outstanding as of December 31, 2025 | - | - | - | |||||||||||
| Common stock: $0.001 par value, 1,500,000,000 shares authorized; 14,232,714 shares issued and outstanding as of December 31, 2025 | 14,233 | - | 14,233 | |||||||||||
| Additional paid in capital | 170,190,324 | - | 170,190,324 | |||||||||||
| Accumulated deficit | (175,029,363 | ) | (417,719 | ) | (1) | (175,447,082 | ) | |||||||
| (1,506 | ) | (2) | (1,506 | ) | ||||||||||
| Accumulated other comprehensive income | 2,658,143 | 127,024 | (1) | 2,785,243 | ||||||||||
| 76 | (2) | |||||||||||||
| Non-controlling interests | (3,380 | ) | - | (3,380 | ) | |||||||||
| Total stockholders’ deficit | (2,170,043 | ) | (292,125 | ) | (2,462,168 | ) | ||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 10,209,878 | $ | (5,955,896 | ) | $ | 4,253,982 | |||||||
| (1) | Reflects the disposal of Jingshan; |
| (2) | Reflects the disposal of Hubei Bulaisi. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For The Three Months Ended March 31, 2026
For
the | Transaction Accounting Adjustments | Note | Pro forma Income statement | |||||||||||
| (Unaudited) | ||||||||||||||
| Revenue, net | $ | 6,357,593 | $ | (57,217 | ) | (i) | $ | 6,300,376 | ||||||
| Cost of revenue | (442,371 | ) | 56,796 | (i) | (385,575 | ) | ||||||||
| Promotion cost | (4,385,290 | ) | - | (4,385,290 | ) | |||||||||
| Gross profit | 1,529,932 | (421 | ) | 1,529,511 | ||||||||||
| Operating expenses | ||||||||||||||
| Selling and marketing | 12,131 | (3,414 | ) | (i) | 8,717 | |||||||||
| General and administrative | 951,095 | (321,301 | ) | (i) | 629,794 | |||||||||
| Research and development | 12,382 | (12,264 | ) | (i) | 118 | |||||||||
| Total operating expenses | 975,608 | (336,979 | ) | 638,629 | ||||||||||
| Operating income | 554,324 | 336,558 | 890,882 | |||||||||||
| Other income (expenses) | ||||||||||||||
| Interest income | 33 | (4 | ) | (i) | 29 | |||||||||
| Interest expense | (49,144 | ) | 48,711 | (i) | (433 | ) | ||||||||
| Other expenses | (2,358 | ) | 2,357 | (i) | (1 | ) | ||||||||
| Total other expenses | (51,469 | ) | 51,064 | (405 | ) | |||||||||
| Income before income taxes | 502,855 | 387,622 | 890,477 | |||||||||||
| Income tax expenses | - | - | - | |||||||||||
| Net income from continuing operations | 502,855 | $ | 387,622 | $ | 890,477 | |||||||||
| Discontinued operations: | ||||||||||||||
| Loss from discontinued operations | - | (344,792 | ) | (i) | (346,267 | ) | ||||||||
| (1,475 | ) | (ii) | ||||||||||||
| Net income | 502,855 | 41,355 | 544,210 | |||||||||||
| Less: net income attributable to non-controlling interest | 190,929 | - | 190,929 | |||||||||||
| Net income attributable to shareholders of Planet Green Holdings Corp. | 311,926 | 41,355 | 353,281 | |||||||||||
| Income (loss) per share of common stock - basic and diluted | ||||||||||||||
| Continuing operations | $ | 0.04 | $ | 0.06 | ||||||||||
| Discontinued operations | $ | - | $ | (0.02 | ) | |||||||||
| Basic and diluted weighted average shares outstanding | 14,232,714 | 14,232,714 | ||||||||||||
| (i) | Reflects the disposal of Jingshan; |
| (ii) | Reflects the disposal of Hubei Bulaisi. |
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Unaudited Pro Forma Condensed Consolidated Statement of Operations
For The Year Ended December 31, 2025
| For the Year Ended December 31, 2025 | Transaction Accounting Adjustments | Note | Pro forma Income statement | |||||||||||
| Revenue, net | $ | 3,040,616 | $ | (2,790,407 | ) | (i) | $ | 250,209 | ||||||
| Cost of revenue | (2,939,679 | ) | 2,742,658 | (i) | (197,021 | ) | ||||||||
| Gross profit | 100,937 | (47,749 | ) | 53,188 | ||||||||||
| Operating expenses | ||||||||||||||
| Selling and marketing | 32,302 | (14,909 | ) | (i) | 17,393 | |||||||||
| General and administrative | 17,641,990 | (1,500,116 | ) | (i) | 16,141,874 | |||||||||
| Research and development | 70,222 | (70,222 | ) | (i) | - | |||||||||
| Total operating expenses | 17,744,514 | (1,585,247 | ) | 16,159,267 | ||||||||||
| Operating loss | (17,643,577 | ) | 1,537,498 | (16,106,079 | ) | |||||||||
| Other income (expenses) | ||||||||||||||
| Interest income | 139 | (136 | ) | (i) | 2 | |||||||||
| (1 | ) | (ii) | ||||||||||||
| Interest expense | (155,538 | ) | 145,090 | (i) | (10,448 | ) | ||||||||
| Other income | 32,883 | (32,883 | ) | - | ||||||||||
| Other expenses | (14,104 | ) | 8,051 | (i) | (6,053 | ) | ||||||||
| Total other expenses | (136,620 | ) | 120,121 | (16,499 | ) | |||||||||
| Loss before income taxes | (17,780,197 | ) | 1,657,619 | (16,122,578 | ) | |||||||||
| Income tax expenses | (11,299 | ) | - | (11,299 | ) | |||||||||
| Net loss from continuing operations | (17,791,496 | ) | 1,657,619 | (16,133,877 | ) | |||||||||
| Discontinued operations: | ||||||||||||||
| Loss from discontinued operations | (9,184,214 | ) | (2,075,339 | ) | (i) | (11,261,058 | ) | |||||||
| (1,505 | ) | (ii) | ||||||||||||
| Net loss | $ | (26,975,710 | ) | $ | (419,225 | ) | $ | (27,394,935 | ) | |||||
| Loss per share of common stock - basic and diluted | ||||||||||||||
| Continuing operations | $ | (2.21 | ) | $ | (2.00 | ) | ||||||||
| Discontinued operations | $ | (1.14 | ) | $ | (1.40 | ) | ||||||||
| Basic and diluted weighted average shares outstanding | 8,061,755 | 8,061,755 | ||||||||||||
| (i) | Reflects the disposal of Jingshan; |
| (ii) | Reflects the disposal of Hubei Bulaisi. |
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