BSCL 10-K & 10-Q changes, risk factors and insider trading
BILI Social International, Inc. · OTC · Retail-Nonstore Retailers · CIK 1109262 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Name Change, Reverse Stock Split, Symbol Change”
New heading “Adoption of Committee Charters”
New heading “Adoption of Insider Trading Policy and Code of Ethics”
New heading “Election of New Directors”
Removed heading “Current Expected Credit Losses on Financial Instruments”
Largest changes
“On June 9, 2026, the Board approved an increase in the number of directorships of the Company from three to six, and appointed Robert Fotheringham, Zhenlong (Joe) Jiao and Henoc Muamba, as non-employee members of the Board to fill such vacancies. Messrs. Fotheringham, Jiao and Muamba are deemed to qualify as independent under the director independence standards set forth in the rules and regulations of the SEC and applicable Nasdaq listing standards.”see in full comparison
Full comparison: every changed paragraph (30)
The following discussion relates to the historical
operations and financial statements of BILI Social International, Inc. formerly Allied Energy, Inc. for the threesix months ended MarchJune 31, 30,
2026.
BILI Social International, Inc. formerly Allied Energy, Inc. (“Allied,” the “Company,” “we,” or “us”) operates through its indirect wholly owned subsidiary Bili Inc. (“BILI”). BILI is wholly owned by Metamexx, the Company’s direct wholly owned subsidiary. On October 16, 2024, the Company completed a reverse acquisition transaction in which BILI became the accounting acquirer. Accordingly, the consolidated financial statements reflect the operations of BILI for all periods presented. The Company generates revenue primarily from transaction fees on product sales through BILI Base™ and fixed or premium service fees from managed creator campaigns offered through BILI Boost™, BILI Boost™ AI-Enabled and BILI Boost+™.
Name Change, Reverse Stock Split, Symbol Change
By written consent dated March 2, 2026, stockholders holding approximately 51.3% of the voting equity of the Company approved and ratified the following corporate actions (“Actions”): (i) changing the name of the Company to “BILI Social International, Inc.” (the “Name Change”); (ii) a reverse stock split of all of the issued and outstanding shares of Common Stock of the Company on a 1-for-500 basis, such that each issued and outstanding 500 shares of Common Stock became 1 share of Common Stock (“Reverse Stock Split”); and (iii) a symbol change to “BSCL” (“Symbol Change”). The Actions were approved by the Company’s board of directors by unanimous written consent on March 2, 2026. The Company paid cash (without interest) for fractional shares equal to the product of the closing sales price of our Common Stock as reported on the OTC Markets on the effective date multiplied by the fractional share that such holder would otherwise be entitled to receive. The Company filed an Amendment to the Articles of Incorporation (the “Amended Articles”) with the Secretary of State of the State of Florida on May 28, 2026 with respect to the Name Change and Symbol Change to become effective on the effective date as announced by the Financial Industry Regulatory Authority (“FINRA”). The Actions were declare defective at the open of market June 5, 2026 by FINRA. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock changed to 019153 204.
Adoption of Committee Charters
On June 9, 2026, the Board adopted charters for a Compensation Committee, Audit Committee, and Nominating and Corporate Governance Committee of the Board.
Adoption of Insider Trading Policy and Code of Ethics
On June 9, 2026, the Board adopted a Code of Ethics, which establishes standards of ethical conduct applicable to the Company’s directors, officers, employees, and, where applicable, agents and representatives and an insider trading policy
Election of New Directors
On June 9, 2026, the Board approved an increase in the number of directorships of the Company from three to six, and appointed Robert Fotheringham, Zhenlong (Joe) Jiao and Henoc Muamba, as non-employee members of the Board to fill such vacancies. Messrs. Fotheringham, Jiao and Muamba are deemed to qualify as independent under the director independence standards set forth in the rules and regulations of the SEC and applicable Nasdaq listing standards.
Each of Messrs. Fotheringham, Jiao and Muamba will serve in the Company’s Audit Committee, Compensation Committee and Nominating and Governance Committee. The Chair of the Audit Committee will be Mr. Fotheringham, the Chair of the Compensation Committee will be Mr. Fotheringham, and the Chair of the Nominating and Corporate Governance Committee will be Mr. Jiao. Further information regarding committee assignments is incorporated herein by reference to the Company’s Form 8-K filed with the Commission on June 11, 2026.
Results of Operations for the Three Monthsand EndedSix
Marchmonths 31,ended June 30, 2026 and 2025
The following table sets forth key components
of our
results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025.
We recorded revenues of $537,519$730,686 for the three
months months
ended MarchJune 31,30, 2026, compared to $2,820$227,208 for the three months ended MarchJune 3,30, 2025. Cost of sales increased from $131,586$54,213 in 2025
to $24,823
$114,018 in 2026 as the Company revenues increased. The gross margin percentage increased from (780.25)%76.14% for the three months ended March 31,June
30, 2025
to 75.52%84.40% for the three months ended MarchJune 31,30, 2026. Management attributes the improvement to greater adoption of the BILI Base™
platform and more managed campaigns under BILI Boost™ along with the introduction of BILI Boost™ AI-Enabled model.
We recorded revenues of $1,268,205 for the six months ended June 30, 2026, compared to $230,028 for the six months ended June 30, 2025. Cost of sales increased from $79,036 in 2025 to $245,604 in 2026 as the Company revenues increased. The gross margin percentage increased from 80.63% for the six months ended June 30, 2026 to 65.64% for the six months ended June 30, 2025.
Management attributes the improvement to greater adoption of the BILI Base™ platform and more managed campaigns under BILI Boost™ along with the introduction of BILI Boost™ AI-Enabled model.
We recorded operating expense of $303,858$434,369 for
the the
three months ended MarchJune 31,30, 2026, compared to $155,645$138,738 for the three months ended MarchJune 31,30, 2025. The increase of operating expenses
in 2026 was primarily attributable to payroll expenses and legal and professional expenses incurred for the expansion of our operations.
We recorded operating expense of $738,227 for the six months ended June 30, 2026, compared to $294,383 for the six months ended June 30, 2025. The increase of operating expenses in 2026 was primarily attributable to payroll expenses and legal and professional expenses incurred for the expansion of our operations.
Other expense,income,
net for the three months ended MarchJune 31,30, 2026 was $159$743 as compared to other incomeexpenses, net of $1,406$755 for the three months ended MarchJune 31,30, 2025.
2026. The decreaseshift infrom 2026other expenses to other income is the result of a decreaseincrease in interest income compared to 2025.income.
Other income, net for the six months ended June 30, 2026 was $902 as compared to other income, net of $651 for the six months ended June 30, 2025. The increase is the result of an increase in interest income compared to 2025.
We recorded a net income of $50,654$167,561 for the three
months ended MarchJune 31,30, 2026, compared to a net lossincome of $176,242$33,502 for the three months ended MarchJune 31,30, 2025. The shift from net loss to net
net income was primarily attributable to expansion of our business with the higher revenues generated and higher gross margin.
We recorded a net income of $218,215 for the six months ended June 30, 2026, compared to a net loss of $142,740 for the six months ended June 30, 2025. The shift from net loss to net income was primarily attributable to expansion of our business with the higher revenues generated and higher gross margin
Liquidity and Capital Resources for the ThreeSix
months Months
Endedended MarchJune 31,30, 2026 and 2025
As of MarchJune 31,30, 2026, our cash and cash equivalents
were $276,832.$147,678. We believe that our existing cash and cash equivalents, along with cash generated from operations, will be adequate to
meet our requirements for the next 12 months and for the foreseeable future, including working capital needs and capital expenditures,
and debt obligations. However, in order to pursue future growth opportunities, we may seek additional funding through equity or debt financing.
Our financing objective is to maintain financial flexibility to meet the technological infrastructure and personnel needs to support our
platform, and pursue our expansion and diversification objectives.
As of MarchJune 31,30, 2026, we had total current assets
of $1,281,584$1,606,042 and total current liabilities of $226,055,$392,608, resulting in working capital of $1,055,529$1,213,434 as of MarchJune 31,30, 2026. As
of December 31, 2025, we had total current assets of $1,473,844 and total current liabilities of $462,856, resulting in working capital
of $1,010,988 as of December 31, 2025. The increase in working capital was primarily driven by a significant increase in accounts
receivable resulting from revenue growth during the year.
Net cash provided by operating activities was
$290,746$155,170 for the threesix months ended MarchJune 31,30, 2026, as compared with net cash used in operating activities of $162,949$249,988 for the threesix months
ended MarchJune 31,30, 2025. Our operating cash flow improved primarily due to achieving net profit threesix months ended MarchJune 31,30, 2026, as compared
to our net losses in 2025. The net cash provided by operating activities resulted mainly from net profitincome generatedof from$218,215 ourachieved businessduring alongthe
withcurrent our accounts receivable decreased $179,973 for three months ended March 31, 2026, asperiod, compared to a net loss forin the2025. threeOperating months
endedcash inflows from net income, as well as an increase in 2025.accounts payable and
accrued expenses of $125,669 and taxes payable of $66,174, were partially offset by a $307,050 increase in accounts receivable.
We recorded net cash used in financing activities
of $309,326$301,307 threesix months ended MarchJune 31,30, 2026, compared to net cash provided by financing activities of $76,624$258,435 threesix months ended MarchJune 30,
31, 2025. Cash outflows in 2026 consisted of net repayments of related party advances. Cash inflows in 2025 primarily consisted of net proceeds
proceeds from related party advances.
Current Expected Credit Losses on Financial
Instruments
The Company uses the Current Expected Credit Losses
(CECL) model to estimate credit losses on financial assets measured at amortized cost, as well as certain off-balance sheet credit exposures.
When similar risk characteristics exist, the Company assesses collectability and measure expected credit losses on a collective basis
for a pool of assets, whereas if similar risk characteristics do not exist, the Company assesses collectability and measures expected
credit losses on an individual asset basis.
Under the CECL model, the estimation of credit losses
involves significant judgment and estimation uncertainty. Management exercises its judgment based on historical loss experience, the age
of the accounts receivable, current economic conditions, and reasonable and supportable forecasts that may affect the customer’s
ability to pay. Changes in these factors could have a material impact on the estimated credit losses.
BSCL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-05 | Muamba-Tshitenge Henoc |
Grant/award | 6,995 | — | — |
| 2026-10-05 | Jiao Zhenlong |
Grant/award | 6,995 | — | — |
| 2026-10-05 | Fotheringham Robert Martin |
Grant/award | 6,995 | — | — |
| 2026-08-10 | Levintsa Taisia |
Gift | 535,055 | — | — |
Well-known investors holding BSCL (13F)
None of the 59 investors we track reported a position in their latest 13F.