BGM Group Ltd.

BGM Group Ltd. operates in the technology fields of AI application, intelligent robots, algorithmic computing power, cloud computing, and biopharmaceuticals. In AI application implementation, the group relies on big data mining and AI Agent technology, utilizing the two platforms of Du Xiao Bao to provide comprehensive and professional AI solutions and intelligent robot services for insurance companies, insurance brokers, and consumers. Its services cover multiple key scenarios such as sales and marketing, underwriting assessment, claims processing, and customer service. In the biopharmaceutical field, the group’s biopharmaceutical division mainly produces oxytetracycline API, crude heparin sodium, and licorice preparations, which are widely supplied to the global animal husbandry, pharmaceutical, and drug retail markets.

The filing does not name specific primary competitors or provide market share percentages. The company describes its competitive advantages as deeply integrating AI-assisted decision-making into every link of production and manufacturing, achieving supply chain optimization, process efficiency improvement, and market trend prediction, which provides scientific decision-making basis for management and offers high-quality products and precise services for consumers.

BGM Group Ltd. is a Cayman Islands holding company with no material business operations. It conducts its operations in China through the variable interest entity Gansu Qilianshan Pharmaceutical Co., Ltd. (the VIE) and its subsidiaries. BGM receives the economic benefits of the VIE’s business operations through a series of contractual arrangements, or the VIE Agreements. As a result of these agreements, BGM is the primary beneficiary of the VIE for accounting purposes and consolidates its financial results. The company generates revenue from the biopharmaceutical division, which produces oxytetracycline API, crude heparin sodium, and licorice preparations, and from AI solutions and insurance business services. For the year ended September 30, 2025, total revenues were $37,919,425 ¹, including service fee revenue from the VIE of $527,553 ² eliminated in consolidation.

The biopharmaceutical division mainly produces oxytetracycline API, crude heparin sodium, and licorice preparations. Key products include Qilian Shan ® Oxytetracycline APIs, Qilian Shan ® Oxytetracycline Tablets, Heparin Sodium Preparation, Qilian Shan ® Licorice Extract, Qilian Shan ® Licorice Liquid Extract, Gan Di Xin ® (an innovative antitussive and expectorant medicine), Ahan ® Antibacterial Paste, Xiongguan ® Organic Fertilizer, Xiongguan ® Organic-Inorganic Compound Fertilizer, and Zhu Xiaochang ® Sausage Casings. The AI solutions and insurance business segment provides AI solutions and intelligent robot services for insurance companies, insurance brokers, and consumers, covering sales and marketing, underwriting assessment, claims processing, and customer service. For the year ended September 30, 2025, total revenues from the diversified pharmaceutical and allied products segment were $37,621,473 ³ (before elimination), and the AI solutions and insurance business segment contributed revenues.

During the fiscal year ended September 30, 2025, the company completed several capital events. On November 27, 2024, the company issued 20,000,000 ⁴ Class B ordinary shares to LX Management Company Limited. On December 27, 2024, the company issued 69,995,661 ⁵ Class A ordinary shares to CISG Holdings Ltd. On March 18, 2025, the company issued 24,462,500 ⁶ Class A ordinary shares to Martline Limited, 8,787,500 ⁷ Class A ordinary shares to Innovo Limited, and 7,125,000 ⁸ Class A ordinary shares each to Cymatrix Limited and Techvovo Limited. On April 21, 2025, the company issued 38,165,290 ⁹ Class A ordinary shares to Success Myth Limited. On May 2, 2025, the company issued 8,331,714 ¹⁰ Class A ordinary shares to Catch Group Limited and 8,331,713 ¹¹ Class A ordinary shares to Expansion Group Ltd., aggregating 16,663,427 ¹² Class A ordinary shares. On June 26, 2025, the company issued 8,331,714 ¹³ Class A ordinary shares to HM Management Company Limited. The company also submitted filings to the CSRC for the issuance of an aggregate of 200,000,000 ¹⁴ Class A ordinary shares to certain investors for a private placement on June 12, 2026.

For the fiscal year ended September 30, 2025, total revenues were $37,919,425 ¹⁵, compared to $25,097,951 ¹⁶ in fiscal 2024 and $46,471,478 ¹⁷ in fiscal 2023. Net loss was $20,216,014 ¹⁸ for fiscal 2025, compared to a net loss of $1,517,161 ¹⁹ in fiscal 2024 and a net loss of $8,122,070 ²⁰ in fiscal 2023. The significant increase in net loss was driven by a rise in total operating expenses to $18,893,123 ²¹ in fiscal 2025 from $4,678,526 ²² in fiscal 2024, primarily due to higher expenses at the parent level. Cash and cash equivalents totaled $9,820,440 ²³ as of September 30, 2025, compared to $9,817,254 ²⁴ as of September 30, 2024.

A major growth vector is the expansion of the AI solutions and insurance business. The group relies on big data mining and AI Agent technology, utilizing the two platforms of Du Xiao Bao to provide comprehensive and professional AI solutions and intelligent robot services for insurance companies, insurance brokers, and consumers. Its services cover multiple key scenarios such as sales and marketing, underwriting assessment, claims processing, and customer service. The company is capable of analyzing consumer data, building consumer profiles, accurately predicting insurance needs, and providing highly customized services for consumers.

Another growth vector is the biopharmaceutical division, which mainly produces oxytetracycline API, crude heparin sodium, and licorice preparations, widely supplied to the global animal husbandry, pharmaceutical, and drug retail markets. The group deeply integrates AI-assisted decision-making into every link of production and manufacturing, achieving supply chain optimization, process efficiency improvement, and market trend prediction. The company has also made strategic investments in new subsidiaries and VIEs, including the acquisition of Duxiaobao consolidated VIEs (Shenzhen Xinbao Investment Management Co., Ltd. and Fanhua RONS (Beijing) Technologies Co., Ltd.) and their subsidiaries, as well as the establishment of BGM (Hubei) Health Bioindustry Co., Ltd. and BGM Brand Operation & Management (Hubei) Co., Ltd.

The filing does not provide specific margin or cost outlook targets.

The filing does not provide specific operational outlook details on supply chain, manufacturing capacity, technology infrastructure investments, or headcount strategy.

The filing does not provide specific R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy figures.

The filing does not explicitly flag structural headwinds or constraints to the growth plan.

The filing does not explicitly identify geographic, regulatory, or macro factors as constraints.

The company faces material risks from its reliance on VIE contractual arrangements, which have not been tested in a PRC court; if the PRC government finds these arrangements non-compliant, the VIE could be deconsolidated, and the majority of assets and revenue held by the VIE would be lost, causing ordinary shares to become worthless. The PRC government has significant authority to intervene or influence operations, and changes in laws regarding overseas listings, data security, or anti-monopoly could require approvals from the CSRC or CAC that the company may not obtain, potentially hindering its ability to list on U.S. exchanges. The company is subject to the Holding Foreign Companies Accountable Act; if the PCAOB is unable to inspect its auditors in the future, its securities could be delisted and prohibited from trading. As of September 30, 2025, the company had a net loss of $20,216,014 ²⁵ and total liabilities of $41,916,992 ²⁶, with cash and cash equivalents of $9,820,440 ²⁷, indicating ongoing operating losses that may strain liquidity. The company's corporate structure involves multiple layers of entities in the Cayman Islands, Hong Kong, and the PRC, and transfers of cash among them are subject to PRC restrictions on dividend distributions, statutory reserve requirements (at least 10% ²⁸ of after-tax profits until reaching 50% ²⁹ of registered capital), and potential withholding tax of up to 10.0% ³⁰ on dividends paid to overseas shareholders if BGM is considered a PRC tax resident.

Management's message emphasizes the company's strategic focus on the technology fields of AI application, intelligent robots, algorithmic computing power, cloud computing, and biopharmaceuticals. Key themes include the deep integration of AI-assisted decision-making into production and manufacturing to achieve supply chain optimization, process efficiency improvement, and market trend prediction. The two or three strategic priorities emphasized are: (1) expanding the AI solutions and insurance business through the Du Xiao Bao platforms to provide comprehensive AI solutions and intelligent robot services for insurance companies, brokers, and consumers; (2) growing the biopharmaceutical division's production of oxytetracycline API, crude heparin sodium, and licorice preparations for global markets; and (3) pursuing strategic capital events, including multiple share issuances to investors and filings with the CSRC for a private placement of 200,000,000 ³¹ Class A ordinary shares.