20-F: Able View Global Reports Net Income Amid Revenue Decline, Nasdaq Listing Under Scrutiny

Able View Global Inc. reported a net income of $0.8 million for 2025, primarily driven by a gain from discontinued operations, despite a 17% revenue decrease and a Nasdaq minimum bid price deficiency notice.

Summary

• Reported a net income of $820,018 for the fiscal year ended December 31, 2025, a significant improvement from a net loss of $7,419,412 in 2024.
• Total revenue from continuing operations decreased by 17% to $105,203,366 in 2025 from $126,762,314 in 2024.
• The net income in 2025 was largely due to a $4,760,997 gain on the disposal of Shanghai Jingyue Trading Co., Ltd., which was transferred for zero consideration but included a waiver of $4,389,889 in liabilities owed by the company.
• Net loss from continuing operations worsened to $2,767,353 in 2025 from $1,146,566 in 2024.
• Received a Nasdaq notification on December 4, 2025, regarding non-compliance with the minimum bid price requirement ($1.00 per share) for 30 consecutive trading days, with a compliance period until June 2, 2026.
• Selling and marketing expenses from continuing operations decreased by 29% to $7,829,043 in 2025, reflecting a strategic shift from underperforming traditional advertising to higher-ROI digital channels.
• General and administrative expenses from continuing operations increased to $4,570,570 in 2025 from $3,698,769 in 2024, mainly due to higher professional expenses related to legal proceedings and public relations.
• Inventory balance decreased to $3,347,184 in 2025 from $6,349,620 in 2024, in line with the decrease in revenues.
• Accounts receivable turnover days increased to 48 days in 2025 from 39 days in 2024.
• The company continues to operate as a comprehensive brand management partner for international beauty and personal care brands in China, with a market share of 16.5% in cross-border brand management and 38.1% in functional beauty and personal care brand management in 2022.
• As of December 31, 2025, the company managed 10 brands, down from 15 brands in 2024 and 2023.
• The company identified a material weakness in internal control over financial reporting as of December 31, 2025, due to a lack of sufficient financial reporting and accounting personnel with U.S. GAAP and SEC reporting knowledge.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with caution. While the reported net income is positive, it is heavily skewed by a one-off gain from discontinued operations. The core business shows declining revenue and widening losses, coupled with a significant Nasdaq listing compliance issue, indicating underlying operational and market challenges.

Positives

• Achieved a net income of $820,018 in 2025, a significant turnaround from a net loss of $7,419,412 in 2024, primarily due to a one-time gain on disposal of a subsidiary.
• Strategic disposal of Shanghai Jingyue Trading Co., Ltd. for zero consideration resulted in a gain of $4,760,997, streamlining operations and reallocating resources to core brand management.
• Increased revenue from provision of operation services by $3.9 million in 2025, indicating growth in this service segment.
• Reduced selling and marketing expenses by 29% in 2025, reflecting improved operational efficiency and a shift to higher-ROI digital marketing channels.
• Maintained a stable gross margin of 11% in 2025, despite declining revenues from product sales.
• Successfully renewed the majority of contracts with brand partners for the calendar year 2026, indicating strong client relationships.
• The company's auditor, Marcum Asia CPAs LLP, is headquartered in New York and subject to PCAOB inspection, mitigating some HFCAA risks.

Negatives

• Total revenue from continuing operations decreased by 17% from $126.8 million in 2024 to $105.2 million in 2025, primarily due to cessation of sales of certain branded products and lower customer demand.
• Net loss from continuing operations widened to $2,767,353 in 2025 from $1,146,566 in 2024, indicating ongoing operational challenges.
• Received a Nasdaq minimum bid price deficiency notification on December 4, 2025, requiring the company to regain compliance by June 2, 2026, or face potential delisting.
• General and administrative expenses increased by $0.9 million in 2025, partly due to professional expenses related to legal proceedings against a supplier and additional public relations costs.
• Accounts receivable turnover days increased to 48 days in 2025 from 39 days in 2024, potentially affecting short-term liquidity.
• The company does not maintain business interruption insurance, product liability insurance, or key-man life insurance, exposing it to significant costs and business disruption from unforeseen events.
• The number of managed brands decreased to 10 by December 31, 2025, from 15 in both 2024 and 2023, suggesting a contraction in the brand portfolio.

Risks

• Dependence on the growth of the e-commerce market in China; slower growth could adversely affect demand for services.
• Risk of brand partners increasing in-house e-commerce capabilities, reducing demand for the company's solutions.
• Reliance on the success of existing and future brand partners; decline in brand reputation or financial difficulties of partners could adversely affect results.
• Inability to retain existing brand partners or renew contracts on favorable terms, especially with top partners like Clarins.
• Non-compete provisions in contracts with brand partners may restrict business development and expansion.
• Failure to meet sales volume targets specified in contracts could lead to unilateral termination by brand partners.
• Challenges in managing business expansion and implementing growth strategies, potentially straining resources and increasing complexity.
• Reliance on relationships with e-commerce channels (e.g., Tmall, JD.com); failure to maintain or adapt to changes could impair business.
• Vulnerability to material disruption or failure of mainstream e-commerce channels.
• Variable revenue portion based on Gross Merchandise Value (GMV) from certain brand partners, making financial results susceptible to GMV fluctuations.
• Intense competition in the comprehensive brand management market, potentially leading to reduced pricing or market share loss.
• Dependence on third-party technology platforms; any failure or disruption could adversely affect business and reputation.
• Inability to effectively manage growth and return to or maintain profitability after substantive growth in recent years.
• Exposure to natural disasters, health epidemics, or similar developments (e.g., COVID-19) that could disrupt business and supply chains.
• Seasonal fluctuations in revenues due to promotional activities (e.g., Singles Day) and Chinese New Year holiday.
• Substantial level of indebtedness ($9.3 million short-term, $6.9 million long-term as of Dec 31, 2025) could affect financial condition and ability to obtain additional financing.
• Failure to manage accounts receivable effectively or collect outstanding balances could materially affect results and liquidity.
• Failure to manage inventory effectively, leading to obsolescence, value decline, write-downs, or shortages.
• Reliance on marketing and promotional arrangements with online services and search engines; inability to maintain these could harm revenue generation.
• Inability to respond to rapid changes in e-commerce platform developments and channel technologies.
• Failure to anticipate changes in consumer buying preferences and adjust product offerings accordingly.
• Deficiencies in China's telecommunication infrastructure could impair e-commerce operations.
• Software failures or human errors causing overselling of inventory or mispricing of offerings.
• Any interruption in fulfillment operations for an extended period, especially without business interruption insurance.
• Dependence on third-party delivery service providers; failures could affect delivery and reputation.
• Service partners' failure to effectively manage warehouse capacity and utilization.
• Third-party payment processing related risks, including fraud and compliance with regulations.
• Inability to provide high-quality customer service, leading to lost brand partners and negative impact on business.
• Negative publicity about the company, its brand, management, brand partners, or product offerings.
• Risk of counterfeit products being sold through operated stores or channels, damaging reputation and financial results.
• Lack of requisite approvals, licenses, or permits, or failure to comply with PRC laws and regulations, leading to penalties or business cessation.
• Defective leased property interests or inability to extend/renew leases, causing business disruption.
• Product liability claims due to defective third-party products, not covered by insurance.
• Dependence on key management and personnel; failure to attract, motivate, and retain staff could hinder growth.
• Improper storage, use, or disclosure of large amounts of data, leading to reputational harm and legal claims.
• Uncertainties regarding the interpretation and enforcement of PRC Cybersecurity Law and related regulations.
• Inability to adequately protect intellectual property rights in China and other countries.
• Accusations of infringing intellectual property rights of third parties and violating content restrictions.
• Risks arising from ongoing litigation and related disputes, such as the civil action against Jonathan Petrillo and Cosmetic Skin Solutions LLC.
• Limited ability to raise capital in the future, potentially hindering growth.
• Financial soundness of financial institutions holding cash and cash equivalents, especially with limited deposit insurance coverage in China and Hong Kong.
• Severe or prolonged downturn in global or Chinese economy, or heightened international tensions (e.g., U.S.-China trade war), could adversely affect business.
• Uncertainties regarding the interpretation and enforcement of PRC Foreign Investment Law and its impact on corporate structure and operations.
• PRC regulations regarding acquisitions imposing significant regulatory approval and review requirements.
• Uncertainty regarding CSRC filing requirements for future offerings or financings.
• PRC regulations relating to investments in offshore companies by PRC residents may subject beneficial owners or PRC Operating Entities to liability or penalties.
• PRC regulations of loans to PRC entities and direct investment in PRC entities by offshore holding companies may delay or prevent use of offering proceeds.
• Potential treatment as a resident enterprise for PRC tax purposes, leading to PRC income tax on global income.
• Dividends payable to foreign investors and gains on sale of shares by foreign investors may become subject to PRC tax law.
• Uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets.
• Evolving HFCAA regulations and potential PCAOB determination of lack of sufficient access to inspect auditor, posing delisting risks.
• Difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against the company or management.
• Restrictions on currency exchange limiting ability to utilize RMB revenue effectively.
• Fluctuations in exchange rates resulting in foreign currency exchange losses.
• Uncertainties and judgments related to deferred tax assets, which could be subject to substantial reversal.
• Failure to make adequate contributions to various employee benefit plans as required by PRC regulations.
• Outsourced services engaged by PRC Operating Entities may be deemed as labor dispatch, violating PRC labor laws.
• Potential for Hong Kong subsidiary to become subject to Mainland China laws and regulations due to 'long arm provisions'.

Future Outlook

The company plans to expand its brand portfolio and product offerings, focusing on functional beauty and personal care, and leveraging existing experience into broader healthcare market segments. It also intends to expand distribution channel coverage, elevate to-Customer (to-C) cross-border products to to-Business (to-B) mode for greater scale, and further invest in data analytics and digital management systems. Strategic investment and acquisition opportunities for direct brand ownership are also being pursued.

Management Comments

• Management believes the disposal of Shanghai Jingyue was a strategic decision to streamline operations and reallocate resources toward the core brand management business, as Shanghai Jingyue experienced declining sales and adverse brand perception.
• Management believes that as of the date of this Report, the Company does not hold personal information of over one million users, has not been informed of any cybersecurity review requirement, and has never disclosed customer or supplier information within China (except when requested by related parties, tailoring disclosures to the narrowest possible scope), thus believing it is not required to pass cybersecurity review of CAC.
• Management believes the company is not currently required to submit a filing report to the CSRC in connection with its offering, but acknowledges uncertainty if such filing becomes required in the future.
• Management believes its current cash and cash equivalents and anticipated cash flows from operations will be sufficient to meet working capital and capital expenditures for the next 12 months.
• The Board of Directors is actively involved in monitoring new threats and risks, including cybersecurity, sanctions, supply chain, suppliers, and service providers, and receives periodic reports from officers on these matters.

Industry Context

StockSavvy.ai notes that Able View Global operates in the complex and rapidly evolving Chinese beauty and personal care e-commerce market. The company's focus on functional products aligns with a reported consumer interest trend in China. The shift towards 'to-B' cross-border mode for established brands reflects a broader industry move towards greater scale and regulatory compliance for popular products. The intense competition and evolving regulatory landscape in China, particularly concerning data security and foreign investment, are significant industry-wide challenges that Able View Global must navigate, as highlighted by the company's own risk factors.

Comparison to Industry Standards

• Able View Global's reported market share of 16.5% in beauty and personal care cross-border brand management and 38.1% in functional beauty and personal care brand management in 2022 (as measured by GMV, according to iResearch Co., Ltd.) indicates a leading position within its niche in the Chinese market, comparable to established brand management partners for international brands entering complex markets.
• The company's comprehensive omni-channel capabilities, covering major platforms like Tmall, JD.com, Douyin, Xiaohongshu, and offline stores, are consistent with best practices for maximizing reach in China's fragmented e-commerce landscape, similar to strategies employed by major global brand distributors like Baozun or TP-Link in the region.
• The decline in the number of managed brands from 15 to 10 over two years, while potentially a strategic optimization, could also signal challenges in attracting or retaining brand partners compared to competitors who might be expanding their portfolios more aggressively in a growing market.

Corporate Governance

Legal Proceedings

• In September 2024, subsidiaries Able View Enterprise Limited and AbleView Brands Limited initiated a civil action against Jonathan Petrillo and Cosmetic Skin Solutions LLC, alleging fraudulent misrepresentations, concealment, and inducements related to a distribution agreement.
• The counterparty filed a counterclaim alleging unjust enrichment and fraudulent misrepresentation.
• The litigation is ongoing, and the final outcome cannot be determined at this time.
• In connection with this matter, an inventory write-down of approximately $3.6 million from discontinued operations and $1.3 million from continuing operations was recorded for the fiscal year ended December 31, 2024.
• No additional provisions have been made for this litigation as of December 31, 2025.

Related Party Transactions

• Sales of products to related parties totaled $97,795 in 2025, $2,158,734 in 2024, and $169,344 in 2023.
• Purchases of products from related parties totaled $874,697 in 2025, $4,320,283 in 2024, and $16,832 in 2023.
• Service fees charged by related parties totaled $997,159 in 2025, $0 in 2024, and $32,753 in 2023.
• Dividends paid to Mr. Zhu Jian, Mr. Wang Jun, and Mr. Tang Jing totaled $57,726 in 2025, $57,672 in 2024, and $57,477 in 2023, in the form of purchasing insurance policies.
• Net settlement agreements with related parties reduced dividend payables by $9,988,060 due to disposal of discontinued operations in 2025.
• Net settlement of dividends payable with due from related parties from continuing operations amounted to $1,081,449 in 2025.
• Net settlement of due from related parties and due to related parties within continuing operations amounted to $3,247,402 in 2025, $3,461,458 in 2024, and $1,291,790 in 2023.
• Net settlement of due from related parties and due to related parties between continuing operations and discontinued operations amounted to $961,649 in 2025, $2,323,802 in 2024, and $13,177,600 in 2023.
• Advances to related parties totaled $8,348 in 2025, $90,332 in 2024, and $2,960,203 in 2023; collections from related parties were $8,348 in 2025, $104,418 in 2024, and $3,934,672 in 2023.
• Borrowings from related parties totaled $9,196,474 in 2025, $8,637,872 in 2024, and $3,949,929 in 2023; repayments to related parties totaled $8,836,032 in 2025, $12,015,652 in 2024, and $6,571,994 in 2023.
• As of December 31, 2025, non-current dividends payable to related parties totaled $4,629,034, extended to July 2027.

Stakeholder Impact

• Shareholders: Experience dilution from past convertible note conversions and potential future equity raises. Class B shareholders face reduced voting power if the proposed increase in Class A voting rights is implemented. The Nasdaq minimum bid price deficiency poses a risk to the liquidity and marketability of their shares.
• Employees: The company had 164 full-time employees as of December 31, 2025, an increase from 85 in 2024, indicating growth in workforce. However, the material weakness in financial reporting personnel suggests a need for improved training and recruitment.
• Customers: The decrease in sales of certain branded products and declining customer demand could indicate reduced customer satisfaction or market relevance for some offerings. The focus on high-quality GMV categories and functional products aims to better serve specific consumer needs.
• Suppliers/Brand Partners: The company's ability to retain brand partners is crucial, with some non-compete clauses potentially limiting growth. The ongoing litigation with a supplier highlights potential risks in partner relationships.
• Creditors: The substantial level of indebtedness and negative cash flow from continuing operations in 2025 and 2024 could raise concerns about the company's ability to service its debt, although current cash and anticipated cash flows are believed to be sufficient for the next 12 months.

Next Steps

• Monitor the closing bid price of Class B Ordinary Shares to regain Nasdaq minimum bid price compliance by June 2, 2026.
• Evaluate options to achieve Nasdaq compliance if not met by the initial deadline, potentially including a reverse stock split.
• Implement new or upgraded operational and financial systems, procedures, and controls, including improving accounting and internal management systems.
• Expand, train, manage, and motivate the workforce, and manage relationships with partners, suppliers, and service providers.
• Address the identified material weakness in internal control over financial reporting by hiring a consulting firm with U.S. GAAP experience and establishing an ongoing training program for financial reporting and accounting personnel.
• Continue expanding the brand portfolio and product offerings, focusing on functional beauty and personal care, and leveraging experience into broader healthcare market segments.
• Further elevate products from 'to-C' to 'to-B' cross-border mode, initiating compliance processes with authorities like China National Medical Products Administration (NMPA).
• Further invest in data analytics and digital management systems, including establishing in-house R&D teams.
• Pursue selective investment and acquisition opportunities for direct ownership of specific brands or brand operating rights in China.
• The Board of Directors will continue to monitor cybersecurity risks and receive periodic reports from officers on material issues and legal compliance.

Key Dates

Recommendation

Able View Global Inc. presents a mixed financial picture. While the company reported a net income in 2025, this was primarily driven by a one-time gain from discontinued operations. The core business shows declining revenue and widening losses, indicating operational challenges. The Nasdaq minimum bid price deficiency is a significant concern that could impact the stock's listing and liquidity. However, the company is actively pursuing strategic initiatives to expand its brand portfolio, optimize distribution channels, and invest in digital systems, which could improve future performance. Given the current uncertainties and the ongoing efforts to address financial and operational weaknesses, a 'hold' recommendation is appropriate, suggesting investors monitor developments closely before making further investment decisions.

Keywords

Beauty and Personal Care, E-commerce China, Brand Management, Cross-Border E-commerce, SEC Filing 20-F, Nasdaq Listing Compliance, China Market Entry, Digital Marketing China, Supply Chain Management, Functional Beauty Products, PRC Regulations, Corporate Governance, Financial Performance, Discontinued Operations, Convertible Notes