10-K: Planet Green Holdings Reports Steep Losses Amid Revenue Decline

Sentiment:

Annual Report


Planet Green Holdings Corp. reported a significant increase in net loss and a substantial decline in revenue for fiscal year 2025, raising substantial doubt about its ability to continue as a going concern.

Capital raiseManagement states that if available liquidity is insufficient, plans include pursuing alternative financing arrangements or reducing expenditures.Management may need to continue to rely on private placements or certain related parties to provide funding for investment, working capital, and general corporate purposes.
Worse than expectedNet revenues decreased by 35% ($1.65 million) compared to the previous year.Gross profit declined by 82% ($0.45 million) year-over-year.Net loss increased by 268% ($19.65 million) compared to the previous year.Operating loss increased by 584% ($15.06 million) compared to the previous year.The company's debt to assets ratio increased from 54.0% to 121.3%.The company reported a working capital deficit of $7.07 million and an accumulated deficit of $175.03 million.Net cash used in operating activities from continuing operations was negative $1.79 million, a significant deterioration from cash provided in the prior year.

Summary

  • Net revenues for fiscal year 2025 decreased by 35% to $3.04 million, down from $4.69 million in 2024, primarily due to stagnant diesel sales and a decline in advertising service revenue.
  • Gross profit plummeted by 82% to $0.10 million in 2025 from $0.56 million in 2024.
  • The company incurred a net loss of $26.98 million in 2025, a 268% increase from the $7.33 million net loss in 2024.
  • General and administrative expenses surged by 476% to $17.64 million in 2025, largely due to the issuance of 6,950,000 shares of common stock under the 2025 Equity Incentive Plan for a fair value of $14.43 million.
  • Operating loss increased by 584% to $17.64 million in 2025 from $2.58 million in 2024.
  • Cash and restricted cash decreased to $118,956 as of December 31, 2025, from $180,335 in 2024.
  • The debt to assets ratio significantly worsened to 121.3% in 2025 from 54.0% in 2024.
  • An accumulated deficit of $175.03 million and a working capital deficit of $7.07 million as of December 31, 2025, along with negative cash flow from operations, raise substantial doubt about the company's ability to continue as a going concern.
  • The company disposed of its 100% equity interest in Promising Prospect HK Limited (which held Shandong Yunchu) on September 1, 2025, for nominal consideration, resulting in a loss from discontinued operations of $9.2 million.
  • Acquired 67% equity interest in Hubei Shengsili Biotechnology Co., Ltd. on November 26, 2025, for $143, resulting in goodwill of $7,005.
  • A 1-for-10 reverse stock split became legally effective on May 31, 2024, reducing authorized common stock from 1,000,000,000 to 100,000,000 shares.

Sentiment

Score: 1

Explanation: StockSavvy.ai views this filing as overwhelmingly negative, reflecting severe financial deterioration, significant operational challenges, and substantial doubt about the company's ability to continue as a going concern.

Positives

  • The company's auditor, YCM CPA INC., is headquartered in California and has been inspected by the PCAOB, and is not on the list of firms unable to be inspected, which mitigates some HFCA Act concerns.
  • Jingshan Sanhe, a subsidiary, holds 12 practical patent certificates related to chemical products, indicating some level of innovation and intellectual property protection.
  • Management has a plan to address the going concern issue by relying on cash generated from operations and, if needed, private financing, and is actively recruiting qualified accounting personnel to remediate internal control weaknesses.

Negatives

  • Net revenues decreased by 35% to $3.04 million in 2025, primarily due to declining sales in diesel and advertising services.
  • Gross profit experienced a sharp decline of 82% to $0.10 million in 2025.
  • Net loss significantly widened by 268% to $26.98 million in 2025.
  • General and administrative expenses increased by 476% to $17.64 million, largely due to stock-based compensation.
  • The company reported a working capital deficit of $7.07 million and an accumulated deficit of $175.03 million as of December 31, 2025.
  • Net cash used in operating activities from continuing operations was $1.79 million in 2025, a reversal from cash provided in 2024.
  • The debt to assets ratio increased from 54.0% in 2024 to 121.3% in 2025, indicating increased leverage.
  • A material weakness in internal control over financial reporting exists due to a lack of accounting staff with appropriate U.S. GAAP and SEC reporting knowledge.
  • The company does not expect to pay any cash dividends in the foreseeable future, intending to retain all future earnings for operations and expansion.

Risks

  • Substantial doubt exists about the company's ability to continue as a going concern due to recurring net losses, accumulated deficit, working capital deficit, and negative cash flows from operations.
  • Significant legal and operational risks are associated with operations in mainland China, including potential government intervention, foreign exchange controls, and vague or changing regulatory policies.
  • Uncertainty exists regarding the PRC government's future regulatory actions, particularly concerning offshore listings, cybersecurity, and data privacy, which could materially affect operations or the value of common stock.
  • The company faces risks related to the Holding Foreign Companies Accountable Act (HFCA Act), which could lead to trading prohibitions if its auditor is identified as non-inspectable for two consecutive years.
  • The company does not have a significant cybersecurity risk management program and relies on third-party digital technologies, making it vulnerable to cyber threats and lacking sufficient resources for protection or remediation.
  • Enforcement of civil liabilities against the company or its PRC-based directors and officers may be difficult due to differences in legal systems and lack of reciprocal enforcement treaties between China and the U.S.
  • The highly competitive and fragmented nature of the tea products, chemical products, and digital advertising industries in China and North America could adversely affect profitability and market share.
  • The company's ability to transfer cash between PRC subsidiaries and non-PRC subsidiaries may be difficult due to various PRC laws and regulations imposed on foreign exchange.

Future Outlook

The company intends to retain all future earnings to finance its subsidiaries' operations and expand their business, therefore, it does not expect to pay any cash dividends in the foreseeable future. Management plans to finance operations and working capital needs in 2026 from cash generated from operations and, if needed, private financing. The company is strategically expanding toward AI-driven GEO optimization and intelligent marketing automation in its advertising business, including developing a prototype dialogue agent for early-stage mental health support.

Management Comments

  • "We currently intend to retain all future earnings to finance our subsidiaries operations and to expand their business. As a result, we do not expect to pay any cash dividends in the foreseeable future."
  • "Our management will promptly report to the board of directors on incidents of material cybersecurity risks facing us and any third parties and the measures that may be taken to mitigate such risks."
  • "Managements plan for the Companys continued existence is dependent upon managements ability to execute the business plan, develop the plan to generate profit; additionally, Management may need to continue to rely on private placements or certain related parties to provide funding for investment, for working capital and general corporate purposes."
  • "We have made progress in implementing remedial measures, including: (i) recruiting qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications... and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel."

Industry Context

StockSavvy.ai notes that Planet Green Holdings Corp.'s diverse business activities across consumer products, chemical products, and online advertising present a complex operational landscape. The significant revenue decline in diesel sales and advertising services, coupled with the highly competitive and fragmented nature of these markets in China and North America, suggests the company is struggling to maintain market share and profitability against larger, more established players. The tea industry in China, for instance, is characterized by numerous regional producers and strong brand awareness for traditional teas, making it challenging for smaller entities to achieve dominant market positions. The company's investment in AI for its advertising segment indicates an attempt to adapt to evolving digital marketing trends, but its current financial performance suggests these efforts have not yet translated into improved results.

Comparison to Industry Standards

  • The 35% revenue decline and 82% gross profit decrease are significantly worse than typical industry performance for stable companies in the consumer goods, chemical, and advertising sectors, which generally aim for growth or at least stable profitability.
  • A debt-to-assets ratio of 121.3% is substantially higher than industry averages, indicating a highly leveraged position compared to peers and global benchmarks, which typically prefer ratios below 100% for financial stability.
  • The reported net loss of $26.98 million and accumulated deficit of $175.03 million are indicative of severe underperformance compared to profitable companies in similar industries.
  • The material weakness in internal controls related to U.S. GAAP and SEC reporting is a significant governance concern, contrasting with the robust financial reporting standards expected of publicly traded companies globally, such as those adhering to Sarbanes-Oxley requirements.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionThe Board adopted a Clawback Policy on November 28, 2023, to comply with Section 10D of the Exchange Act, Rule 10D-1, and Nasdaq Listing Rule 5608, allowing for the recovery of certain incentive compensation in the event of an accounting restatement.2023-11-28Enhances corporate accountability and aligns executive compensation with financial reporting accuracy, potentially improving investor confidence in governance practices.
Policy AdoptionThe company adopted an Insider Trading Policy to govern transactions in company securities by insiders, prohibiting trading on material non-public information and establishing black-out periods and pre-clearance requirements.NAStrengthens compliance with securities laws and aims to prevent insider trading, fostering a more ethical trading environment for company securities.
Equity Plan ApprovalThe 2025 Equity Incentive Plan was adopted by the Board and approved by stockholders on August 29, 2025, authorizing the issuance of up to 7,000,000 shares of common stock for equity-based awards to attract and retain personnel.2025-08-29Provides a mechanism for incentivizing and retaining key personnel, which is crucial for long-term performance, but also contributed to a significant increase in G&A expenses in 2025.

Legal Proceedings

  • Daqi Cui, a former employee, filed a complaint against the company on July 27, 2023, in Queens County, New York, asserting claims of breach of employment contract and seeking $609,145.05 in damages, plus attorneys' fees and costs.
  • The company filed a motion to move the case to the United States District Court, Eastern District of New York, for an order to dismiss with prejudice on November 6, 2023.
  • On July 29, 2024, the complaint was dismissed by the Eastern District of New York, but the plaintiff was granted leave to file an amended complaint within 30 days.
  • The plaintiff subsequently filed an amended complaint, and the company has moved to dismiss it.

Related Party Transactions

  • Amounts due from related parties increased to $2,736,302 as of December 31, 2025, from $1,916,298 in 2024. These include advances to Mr. Haiyan Xiong ($2,278,650), Mr. Jun Lu ($23,219), Mr. Bin Zhang ($19,073), and Mr. Yong Yang ($6,385). These are unsecured, non-interest bearing, and due on demand.
  • Amounts due to related parties decreased to $1,924,426 as of December 31, 2025, from $2,950,972 in 2024. These include balances due to Mr. Bin Zhou (CEO and Chairman) ($628,621), Ms. Luojie Pu (Independent Director) ($872,803), Xianning Xiangtian Energy Co., Ltd. ($71,499), Ms. Huiying Jin ($304,580), Ms. Ye Zhang ($18,323), and Ms. Caiping Mao ($28,600). These are unsecured, non-interest bearing, and due on demand.
  • The loan from Jingshan City branch of Postal Saving Bank of China (due January 2026) for $914,759 is guaranteed by Mr. Bin Zhou (CEO) and Hubei Bryce Technology Co., Ltd. (under company control).
  • A loan from Hubei Jingshan Rural Commercial Bank Co. Ltd. (due March 2026) for $700,690 is guaranteed by Mr. Bin Zhou (CEO), Mr. Bin Zhang (senior management), and Hubei Ruishengchang Industrial Co., Ltd. (under control of Mr. Ge Wei, a third-party individual).
  • A loan from Hubei Bank Jingshan Branch (due December 2026) for $1,000,987 is guaranteed by Mr. Bin Zhang and his wife Ms. Shunhui Gao, and Hubei Bryce Technology Co., Ltd. (under company control).

Stakeholder Impact

  • Shareholders face significant risk of investment loss due to the company's substantial net losses, accumulated deficit, and going concern uncertainty.
  • Shareholders' proportional ownership and voting power remained virtually unchanged after the 1-for-10 reverse stock split, except for minor adjustments from fractional shares.
  • Employees received 6,950,000 shares of common stock under the 2025 Equity Incentive Plan, which could serve as an incentive, but the overall financial health of the company may impact job security and future compensation.
  • Creditors face increased risk given the company's high debt-to-assets ratio (121.3%) and working capital deficit, raising concerns about the company's ability to meet its financial obligations.
  • Customers and suppliers may face uncertainty regarding the company's long-term stability and ability to fulfill contracts, particularly given the declining revenues in key business segments.

Next Steps

  • Management plans to execute its business plan and develop a plan to generate profit to address the going concern issue.
  • The company intends to finance its operations and working capital needs in 2026 from cash generated from operations and, if needed, private financing.
  • Remediation efforts for the material weakness in internal control over financial reporting are ongoing, including recruiting qualified accounting personnel and implementing training programs.
  • The company will continue to pursue the dismissal of the amended complaint in the legal proceeding filed by Daqi Cui.
  • The company incorporated Hubei Taihe Biotechnology Co., Ltd., a PRC limited liability company, on March 10, 2026, indicating future business expansion in this area.

Key Dates

DateDescription
1986-02-04Planet Green was incorporated in Delaware.
2007-04Payment of a dividend in connection with the company's reverse merger.
2007-04-30Business Ethics Policy and Code of Conduct adopted.
2009-11-12Planet Green reincorporated in Nevada from Delaware.
2013Xianning Bozhuang commenced operations.
2018Jingshan Sanhe commenced operations.
2019-05-09Company and Shanghai Xunyang Internet Technology Co., Ltd. entered into a Share Exchange Agreement with Xianning Bozhuang and its shareholders.
2019-05-14Company closed the acquisition of Xianning Bozhuang, and Shanghai Xunyang entered into VIE agreements with Xianning Bozhuang.
2019-07King Fai Leung appointed as a director.
2019-12-20Xianning Bozhuang terminated VIE agreements with Shanghai Xunyang and entered into similar VIE agreements with Jiayi Technologies.
2020-03Yang Cao appointed as a director.
2020-06-05Company entered into a share exchange agreement with Fast Approach to acquire all outstanding shares, making Fast Approach a wholly-owned subsidiary.
2020-06-24Lili Hu's employment agreement dated.
2020-10Bin Zhou appointed as a director and Chief Executive Officer.
2020-10-25Bin Zhou's employment agreement dated.
2021-01-04Company, through Jiayi Technologies, entered into VIE agreements with Jingshan Sanhe and its shareholders.
2021-08-02Company and its subsidiary terminated VIE agreements and acquired 100% equity ownership of Xianning Bozhuang.
2021-09-10Hubei Bulaisi acquired 85% equity ownership of Jingshan Sanhe, and Jiayi Technologies terminated VIE agreements with Jingshan Sanhe.
2021-12-09Company and Jiayi Technologies entered into a Share Exchange Agreement with Shandong Yunchu and its shareholders, acquiring 100% equity ownership of Shandong Yunchu.
2022-08Luojie Pu appointed as a director.
2022-09-14Company and Hubei Bulaisi acquired the remaining 15% of Jingshan Sanhe Luckysky, resulting in 100% ownership by Hubei Bulaisi.
2023-07-27Daqi Cui, a former employee, filed a complaint against the Company in Queens County, New York.
2023-11-06Company filed a motion to move the Daqi Cui case to the United States District Court, Eastern District of New York for dismissal.
2023-11-28The Company's Board of Directors adopted a Clawback Policy.
2024-04-01Allinyson Ltd. and its subsidiaries were completely disposed of.
2024-07-29Daqi Cui's complaint was dismissed by the Eastern District of New York, but leave was granted to file an amended complaint.
2024-12-11Jiayi entered into a Termination Agreement with Jilin Chuangyuan and its shareholders, terminating VIE agreements.
2025-04-30The Board resolved to discontinue the operation of Shandong Yunchu.
2025-05-31The 1-for-10 reverse stock split became legally effective.
2025-06-03Common Stock began trading on NYSE American on a reverse split-adjusted basis.
2025-06-24Lili Hu's employment agreement renewed.
2025-08-29The 2025 Equity Incentive Plan was adopted by the Board and approved by stockholders.
2025-09-01Company disposed of its 100% equity interest in Promising Prospect HK Limited for nominal consideration.
2025-09-16Board resolved to issue 1,100,000 common stock to Bin Zhou under the incentive plan.
2025-10-25Bin Zhou's employment agreement renewed.
2025-11-26Bozhuang acquired 67% equity interests in Hubei Shengsili Biotechnology Co., Ltd. for $143.
2025-12-16Promising Prospect established PinnacleTech, a HK limited liability company.
2025-12-24PinnacleTech established Dingfeng Technology, a PRC limited liability company.
2025-12-31Fiscal year end for the annual report.
2026-03-10Company incorporated Hubei Taihe Biotechnology Co., Ltd., a PRC limited liability company.
2026-03-31Filing date of the annual report and latest practicable date for shares outstanding.

Recommendation

strong sell

The filing reveals a company in severe financial distress, marked by a 35% revenue decline, an 82% drop in gross profit, and a 268% increase in net loss to $26.98 million. The debt-to-assets ratio has surged to 121.3%, and the company operates with a significant working capital deficit and accumulated deficit, leading to a 'going concern' warning from its auditor. While management outlines plans for private financing, there is no assurance of success. The material weakness in internal controls and the inherent risks of operating in China further compound the negative outlook. These factors collectively indicate a high probability of continued financial deterioration and significant risk to shareholder value, making a 'strong sell' recommendation appropriate for seasoned investors.

Keywords

Planet Green Holdings Corp, PLAG, SEC 10-K, Annual Report, Financial Performance, Net Loss, Revenue Decline, Going Concern, China Operations, PRC Regulations, Internal Controls, Reverse Stock Split, Chemical Products, Tea Products, Digital Advertising, Corporate Governance, Related Party Transactions, NYSE American

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.