Hong Kong, Dec. 16, 2025 (GLOBE NEWSWIRE) -- VS MEDIA Holdings Limited (Nasdaq: VSME) (“VS MEDIA” or “the Company”), a company managing a global network of digital Creators who create and publish content to social media platforms such as YouTube, Facebook, Instagram, and TikTok, today announced it has received a letter of noncompliance from The Nasdaq Stock Market LLC (“Nasdaq”), dated December 15, 2025, notifying the Company that based on VS MEDIA’s closing bid price for the last 30 consecutive business da ...

Revenue Performance - For the six months ended June 30, 2025, the company reported revenues of $3,259,037, a decrease of $764,956 or 19.01% from $4,023,993 in the same period of 2024[9]. - Campaign-Based Marketing Services revenue increased slightly by 1.21% to $2,187,128, while Optimization-Based Marketing Services revenue decreased by 41.15% to $775,821, and Marketing Services from Social Media Platforms decreased by 28.87% to $296,088[10][11][12]. - Revenue from Social Commerce was nil for the six months ended June 30, 2025, compared to $128,411 in 2024, due to the absence of organized events[13]. - The overall revenue generated in HK SAR decreased by 38.53%, while revenue in Taiwan increased by 26.39% during the same period[15]. - The marketing services segment generated revenue of $3,259,037 for the six months ended June 30, 2025, while the social commerce segment reported no revenue during the same period[169]. Profitability and Loss - Gross profit for the six months ended June 30, 2025 was $884,220, an increase of $271,616 or 44.34% from $612,604 in 2024, with gross margin improving from 15.22% to 27.13%[22]. - The company recorded a net loss of $4,444,519 for the six months ended June 30, 2025, compared to a net loss of $3,338,473 in 2024, reflecting an increase in loss of $1,106,046 or 33.1%[6]. - Net loss for the six months ended June 30, 2025, was $4,444,519, compared to a net loss of $3,338,473 in 2024, indicating a 33.2% increase in losses[85]. - The Company recorded a share of loss from equity investments of $131,484 for the six months ended June 30, 2025, compared to nil in 2024[106]. Operating Expenses - Total operating expenses rose to $5,099,095, an increase of $1,513,309 or 42.20% compared to $3,585,786 in 2024, driven by a significant rise in marketing expenses[23]. - Marketing expenses surged by 362.43% to $957,337, primarily due to amortized prepaid marketing consultancy services[23]. - General and administrative expenses increased by 22.58% to $4,141,758, attributed to higher payroll, welfare expenses, and consultancy costs related to investor relations[24]. Assets and Liabilities - Total assets increased by 84.43% to $13,247,186 as of June 30, 2025, compared to $7,182,658 as of December 31, 2024[28]. - Total liabilities as of June 30, 2025, were $5,572,183, a decrease from $5,902,740 as of December 31, 2024, reflecting a reduction of approximately 5.6%[170]. - Amounts due to related parties increased significantly from $1,491,227 as of December 31, 2024, to $1,748,084 as of June 30, 2025[182]. Cash Flow - Net cash used in operating activities was $2,155,713 for the six months ended June 30, 2025, compared to $1,035,082 for the same period in 2024[37]. - Net cash provided by financing activities amounted to $9,047,303 for the six months ended June 30, 2025, primarily from public offerings[41]. - Cash and cash equivalents increased to $7,401,775 as of June 30, 2025, compared to $552,938 at the end of the previous period[36]. Shareholder Equity - Total shareholders' equity increased to $7,675,003 as of June 30, 2025, compared to $1,279,918 at the end of 2024, reflecting a growth of 500.5%[87]. - The company issued 35,296,063 shares of Class A ordinary shares on May 30, 2025, and 4,774,235 shares on June 6, 2025, raising gross proceeds of $9,176,098 at a price of $0.229 per share[158]. Financial Ratios - Current ratio improved to 1.69 as of June 30, 2025, up from 0.84 as of December 31, 2024, indicating better liquidity[29]. - Working capital turned positive at $3,722,952 as of June 30, 2025, compared to a working deficit of $933,247 as of December 31, 2024, reflecting a variance of 498.92%[30]. Market and Segment Information - The Company operates in two reportable segments: marketing services and social commerce, evaluated based on net sales, gross profit, and income from operations[99][100]. - Management does not believe that its contracts include a significant financing component, as payment periods do not typically exceed one year[119]. Accounting and Compliance - The company recognizes revenue from contracts with customers based on ASC 606, which includes five steps to determine revenue recognition[56][60]. - The Company recognizes revenue from marketing services and social commerce at the point when performance obligations are satisfied, reflecting the transfer of control to customers[114][118]. - The company does not believe that recently issued accounting standards will have a material impact on its financial position or results of operations upon adoption[76].

Core Viewpoint - VS MEDIA Holdings Limited has regained compliance with Nasdaq Listing Rule 5550(b) following successful public offerings that strengthened its financial position [1][2][3] Group 1: Compliance with Nasdaq - The company received formal notification from Nasdaq on July 2, 2025, confirming compliance with the stockholders' equity requirement [1] - Compliance was achieved by meeting the minimum stockholders' equity requirement of at least $2.5 million through recent public offerings [2] Group 2: Financial Performance - The recent public offerings, announced on May 30, 2025, and June 6, 2025, generated total gross proceeds of $9,176,100 [2] - The company expressed optimism about its financial outlook, citing a highly scalable business model and strong momentum in 2025 [3] Group 3: Company Overview - VS MEDIA Holdings Limited operates a network of over 1,500 digital creators and partners with over 1,000 brands across Asia Pacific [4] - The company focuses on content-driven social commerce and effective marketing services, expanding internationally in regions such as Hong Kong, China, Taiwan, and Singapore [4]

Core Viewpoint - VS Media Holdings Limited has successfully closed a public offering of 4,774,235 ordinary shares at a price of $0.229 per share, generating additional gross proceeds of $1,093,300, which supplements a previous offering announced on May 30, 2025 [1] Group 1: Offering Details - The total gross proceeds from the two closings of the offering amounted to $9,176,100, with net proceeds of $8,401,749 after deducting placement agent fees and other expenses of $774,351 [2] - The total number of issued ordinary shares has increased to 40,070,298, all priced at $0.229 per share [1] Group 2: Regulatory Information - The securities were offered under a registration statement on Form F-1, which was declared effective by the SEC on May 6, 2025, and the offering was made only by means of a prospectus [3] Group 3: Company Overview - VS Media Holdings Limited, founded in 2013, operates a network of over 1,500 digital creators and partners with more than 1,000 brands across Asia Pacific, focusing on content-driven social commerce and effective marketing services [5]

Core Viewpoint - VS Media Holdings Limited has successfully closed a public offering of 35,296,063 ordinary shares at a price of $0.229 per share, raising gross proceeds of $8,082,800, with net proceeds amounting to $7,352,181 after expenses [1][2]. Company Overview - VS Media Holdings Limited (NASDAQ: VSME) is a prominent digital media and social commerce company within the global Creator Economy, managing a network of over 1,500 digital creators and collaborating with more than 1,000 brands [5]. - The company was founded in 2013 and is expanding its operations internationally across regions including Hong Kong, China, Taiwan, and Singapore [5]. Offering Details - The public offering was conducted under a registration statement on Form F-1, which was declared effective by the SEC on May 6, 2025 [3]. - Joseph Gunnar & Co., LLC served as the sole placement agent for this offering [2].

Core Insights - VS MEDIA Holdings Limited reported a revenue of $8.25 million for 2024, reflecting a 3.2% increase from $7.99 million in 2023, driven by growth in Campaign-Based Marketing Services and the launch of its Social Commerce segment [2][3] - The company views 2024 as a strategic inflection point, laying the groundwork for long-term expansion and scalable growth [2][3] - The CEO emphasized that the company is entering 2025 with momentum and expects it to be a breakout year due to a tech-enabled business model [3][4] Financial Performance - Revenue for 2024 was $8.25 million, up from $7.99 million in 2023, indicating a modest growth trajectory [2] - The company has focused on enhancing its technology stack and expanding partnerships to support future growth [3] Strategic Initiatives - Key achievements in 2024 included growing the creator ecosystem to over 1,500 digital creators, reaching approximately 100 million fans globally [7] - The company expanded commerce channels through partnerships with platforms like Amazon Live, TikTok, Lazada, Shopee, and YouTube [7] - VS MEDIA launched the VS Lounge commercial event to drive revenue and brand visibility [7] - The company is entering the AI-powered influencer marketing space to improve content monetization efficiency [7] Future Outlook - VS MEDIA anticipates 2025 to be transformative, leveraging upgraded infrastructure and operational capabilities to scale revenue streams and improve margins [4] - The company believes it has built a solid foundation for growth and is ready to scale its operations [4]

Advertising Industry and Market Dynamics - The advertising industry in HK SAR, Taiwan, and Singapore is highly competitive, with increased competition leading to potential price reductions and smaller profit margins [64]. - Revenue is primarily derived from Brand clients' advertising budgets, which are influenced by macro-economic factors and industry trends [65]. - The company faces uncertainties in the advertising industry, including competition and changing governmental policies that could affect operations [73]. - The ability to adapt to rapidly changing technologies is vital; failure to do so may lead to losing Brand clients [74]. - The public image of the company and its Brand clients is important; negative feedback could adversely affect business operations [75]. - The company may face significant competition in the Social Commerce market, which could affect profitability and growth prospects [95]. - The revenue and growth of the Social Commerce industry are sensitive to market trends, which could adversely impact the company's financial condition if consumer spending decreases [114]. - The company faces high levels of competition in the Marketing Services and Social Commerce industries in HK SAR, which may impact its business operations [145]. Financial Performance and Risks - As of December 31, 2024, the company reported a working capital deficit of $933,247 and an accumulated deficit of $28,501,074 [90]. - The net cash used in operating activities for the year ended December 31, 2024, was $1,487,388 [90]. - The company plans to raise approximately $2,000,000 to fund operations for the next 12 months through private placement or financial borrowings [91]. - The company faces significant credit risk in collecting accounts receivables from Brand clients, which could adversely affect its liquidity [81]. - Revenue from Marketing Services is subject to seasonal fluctuations, with higher revenue typically recorded in the fourth quarter [93]. - The company has raised substantial doubt about its ability to continue as a going concern due to accumulated deficits and cash outflows [90]. - The company may not be able to obtain additional capital in a timely manner or on acceptable terms, which could adversely affect its financial condition [92]. - The company may face liquidity gaps due to mismatches in payment timing between Creator clients and suppliers, potentially leading to higher funding requirements [115]. Business Model and Client Relationships - The business model is project-based, leading to non-recurring revenue, making it essential to retain existing clients and attract new ones [77]. - Maintaining good relationships with Creators is crucial for business growth, as their engagement is not exclusive and can impact revenue [67]. - The success of Marketing Services depends on the volume of viewer traffic to Creators' social media channels, which is critical for attracting audiences [76]. - The company relies on maintaining relationships with existing Creators and attracting new Creators for future growth [96]. - Revenue growth is dependent on the ability to execute business strategies effectively, which requires significant managerial, financial, and human resources [97]. Regulatory and Compliance Challenges - The company operates in a regulated industry in HK SAR, which may incur ongoing compliance costs and risks of penalties for non-compliance [126]. - The company is subject to evolving laws and regulations regarding cybersecurity and data protection, with potential adverse effects on operations if compliance is not maintained [130]. - The company may need to divert resources to comply with increased regulatory scrutiny, potentially impacting its operational focus [146]. - The company is subject to various laws regarding competition in HK SAR, and any failure to comply could adversely affect its business and financial condition [145]. Operational and Strategic Initiatives - The company has developed two business models: Marketing Services and Social Commerce, aimed at supporting Creators and Brands [250]. - The Marketing Services model assists Brands in developing content strategies and helps Creators monetize their influence through advertising revenue [251]. - The Social Commerce model involves purchasing products from Brands and reselling them to Creators to facilitate their eCommerce businesses [253]. - Future strategies include expanding the Brand portfolio and Social Commerce business, and extending geographical reach in Asia and North America [259]. - The company plans to develop a systematic Creator incubation program to discover and grow more Creators, particularly in the Asia Pacific region [259]. - The company is selectively pursuing strategic alliances and acquisition opportunities to support future business growth [259]. Corporate Governance and Shareholder Matters - The dual-class voting structure allows holders of Class A Ordinary Shares one vote per share, while Class B Ordinary Shares holders have 18 votes per share, with Amazing Grace Limited owning 45.32% of the aggregate voting power [175]. - Significant shareholders have considerable influence over corporate matters, including electing directors and approving major transactions, which may limit the ability of other shareholders to influence decisions [178]. - The company is classified as a controlled company under Nasdaq rules, which may result in a board of directors that lacks a majority of independent directors, affecting investor perception [214]. - The company lacks experience in managing a U.S.-listed company, which may adversely affect its business, financial condition, and results of operations [197]. Legal and Litigation Risks - The company may face litigation risks due to increased visibility from public disclosures, which could harm its business and operating results [218]. - Legal processes may be difficult to enforce due to the company's incorporation in the British Virgin Islands and operations primarily in HK SAR, Taiwan, and Singapore [185]. - The company is exposed to potential claims related to product liability and intellectual property rights, which could incur substantial costs [109][111]. Internal Control and Audit Matters - The company identified material weaknesses in its internal control over financial reporting, including a lack of qualified accounting personnel and resources [223]. - The company plans to hire more qualified accounting personnel and engage an external consulting firm to improve its internal control and compliance with Sarbanes-Oxley requirements [223]. - The company's financial statements for the fiscal year ended December 31, 2022, were audited by WWC, P.C., and for the fiscal years ended December 31, 2024 and 2023, by Assentsure PAC [151]. Market and Economic Factors - Macroeconomic factors, including GDP growth and consumer spending patterns, could materially affect the company's business and financial condition [123]. - Political and social unrest in HK SAR could adversely impact the company's business operations and financial condition [121]. - The currency peg system in HK SAR may change, affecting the company's financial statements and cash flows if the exchange rate fluctuates significantly [125]. - The Chinese government has increased supervision of Chinese firms listed offshore, which may negatively impact the company's operations and securities value [146].

Core Insights - VS Media has successfully integrated ST Meng PTE LTD, MLink Limited, and the CRUUSH platform, enhancing its capabilities in creator-driven commerce and accelerating revenue growth and profitability [1][5][6] Group 1: Strategic Acquisitions and Integrations - The acquisition of a 21% stake in ST Meng PTE LTD has allowed VS Media to incorporate its sourcing and distribution expertise into its supply chain, improving procurement efficiency and reducing costs [2] - MLink Limited's integration has unlocked new contracts in luxury, hospitality, and entertainment sectors, enhancing VS Media's digital marketing and influencer-driven services [3] - The CRUUSH platform has shown early success in influencer-led e-commerce, utilizing AI for influencer matching and real-time analytics, leading to higher engagement and sales conversion rates [4] Group 2: Business Model and Revenue Growth - With the integration of MLink and CRUUSH, along with ST Meng's capabilities, VS Media operates a more scalable and diversified business model, strengthening its global reach [5] - The company is exploring further strategic acquisitions in North America and Southeast Asia to enhance its cross-border e-commerce capabilities [5] - CEO Ivy Wong emphasized that the synergies from these acquisitions are driving sustained profitability and long-term shareholder value [6]

Core Insights - VS Media is focused on accelerating growth, expanding global reach, and strengthening profitability to enhance long-term shareholder value [1] Growth Strategies - The company's growth strategies in 2025 are centered around three key pillars: building proprietary product IPs, increasing profit margins, and expanding global influence [3][7] - By developing its own product IPs, VS Media anticipates reducing product costs and enhancing profitability [4] Strategic Acquisitions - VS Media has made several strategic acquisitions to bolster its capabilities: - Acquired 21% of ST Meng PTE LTD, enhancing product sourcing capabilities with reported revenues of approximately USD 6.25 million and a net profit of approximately USD 1.26 million for the thirteen months ended December 31, 2024 [5] - Acquired 100% of MLink Limited, a full-service agency in Macau, to expand its presence and revenue opportunities in the region [5] - Acquired the CRUUSH platform, which integrates influencer marketing with e-commerce, leveraging AI-driven analytics [5] Enhanced Product Sourcing - The company aims to diversify and strengthen its product sourcing channels through partnerships and acquisitions, enabling it to secure exclusive products and improve supply chain efficiency [5][8] Collaborations and Logistics Optimization - VS Media plans to collaborate with manufacturers and brands to develop unique products, thereby creating proprietary intellectual properties [5] - The company intends to enhance logistics efficiency by integrating its platform with strategic partnerships or acquisitions of logistics companies [6] Global Partnerships - VS Media is focused on collaborating with global Multi-Channel Networks (MCNs) and media companies to broaden its global fanbase and expand international audience reach [12]

Group 1 - VS Media (NASDAQ:VSME) stock is experiencing significant pre-market trading activity, with over 12.4 million shares traded, far exceeding its daily average of approximately 312,000 shares [1] - The stock's movement is occurring without any news from VS Media, including a lack of press releases or SEC filings, indicating that the rally may be driven by speculative trading [1] - VSME is classified as a penny stock, with a prior closing price of 73 cents and a market capitalization of $2.365 million, which contributes to its volatility [1][2] Group 2 - As of Thursday morning, VSME stock has increased by 86.3%, highlighting the potential for rapid price changes in penny stocks [2] - The volatility of penny stocks can lead to unpredictable price movements, often influenced by speculative traders or retail investors engaging in pump and dump schemes [2]