Pheton Holdings Ltd Announces Closing of Share Acquisition with iTonic Corporation

Rhea-AI Summary

Pheton Holdings (NASDAQ: PTHL) completed the acquisition of 51% of iTonic Corporation, a U.S. home-health AI company, with closing on November 25, 2025. Consideration includes 4,000,000 newly issued Class A shares subject to performance milestones and warrants to buy up to 3,000,000 Class A shares at an exercise price of $3.10, exercisable in tranches tied to quarterly or annual SPA milestones. The deal was first reported on Form 6-K on August 29, 2025. Management says the acquisition expands Pheton’s U.S. footprint and adds iTonic’s AI-driven home health platform to its product mix, aiming to enhance continuity of care and patient outcomes.

Positive

• Acquired 51% controlling stake in iTonic
• Issued 4,000,000 milestone-linked Class A shares
• Gained U.S. home-health AI platform and technology

Negative

• Potential dilution from 3,000,000 warrants at $3.10
• Milestone-based share issuance may increase outstanding shares

Key Figures

Stake acquired 51% of total outstanding shares Ownership interest in iTonic Corporation

New shares issued 4,000,000 Class A ordinary shares Consideration to Selling Shareholders, subject to performance milestones

Warrants issued 3,000,000 Class A ordinary shares Warrants granted as part of Share Acquisition consideration

Warrant exercise price $3.10 per share Exercise price for Pheton Class A ordinary share warrants

Preventable deaths 125,000 deaths per year U.S. deaths linked to medication non-adherence targeted by iTonic

Health costs $500B annually U.S. health costs linked to medication non-adherence

Closing date November 25, 2025 Date the Share Acquisition was closed

Market Reality Check

$0.5690 Last Close

Volume Volume 15,967 vs 20-day average 77,777 (relative volume 0.21) indicates well-below-normal trading interest ahead of this acquisition update. low

Technical Shares at 0.575 are trading well below the 200-day MA of 5.26, reflecting a prolonged downtrend despite the strategic acquisition.

Peers on Argus

Within Healthcare/Medical Devices, several peers like INBS (+6.66%) and TRIB (+4.75%) were positive while PTHL rose only 0.63%, suggesting the stock’s move was modest and not part of a strong, scanner-flagged sector-wide momentum pattern.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 23	Nasdaq bid notice	Negative	-1.9%	Nasdaq notification on minimum bid price deficiency and compliance timeline.
Aug 01	Rumor response	Neutral	-8.9%	Company statement addressing stock volatility and denying acquisition rumors.

Pattern Detected

Recent news skewed toward compliance and rumor-control, with one aligned negative reaction to a Nasdaq bid-price notice and one sharper selloff on a clarifying statement.

Recent Company History

This announcement adds a strategic acquisition to a recent news flow dominated by listing compliance and reputation management. On Oct 23, 2025, Pheton disclosed a Nasdaq minimum bid price deficiency, with shares reacting negatively. Previously, on Aug 1, 2025, the company addressed market volatility and misleading takeover rumors, again followed by a notable decline. Against that backdrop, closing a 51% stake in iTonic and issuing performance-based equity and warrants marks a shift from defensive governance updates toward expansion in home-health AI.

Market Pulse Summary

The stock is up +5.1% following this news. A strong positive reaction aligns with the strategic nature of acquiring 51% of iTonic, giving Pheton exposure to home-health AI after a period dominated by Nasdaq compliance concerns. Markets often reward shifts from defensive notices to growth-focused deals. However, the issuance of 4,000,000 new shares and up to 3,000,000 warrants at $3.10 introduced performance-based equity overhang that could later temper gains once initial enthusiasm subsides.

Key Terms

warrants financial

"alongside warrants granting the Selling Shareholders the right to purchase"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"ordinary shares of Pheton at an exercise price of $3.10 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

form 6-k regulatory

"which was announced in a Report on Form 6-K on August 29, 2025"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. Not financial advice.

Beijing, China, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Pheton Holdings Ltd (NASDAQ: PTHL) (“Pheton” or the “Company”), a healthcare solution provider specializing in treatment planning systems for brachytherapy and other related products and services, today announced the successful completion of its acquisition of 51% of the total outstanding shares of iTonic Corporation (the “Target”), a U.S.-based integrated home health AI company that combines AI, medical device automation, and easier access to clinical expertise to support continuity of care in the home (the “Share Acquisition”). This strategic acquisition aligns with the Company's commitment to enhancing its portfolio in the healthcare technology landscape, enabling the firm to broaden its reach and to seek better patient outcomes through advanced solutions.

This acquisition, which was announced in a Report on Form 6-K on August 29, 2025, involved a Stock Purchase Agreement (the “SPA”) with iTonic and certain shareholders (the “Selling Shareholders”). As part of the consideration for the Share Acquisition, Pheton agreed to issue to the Selling Shareholders 4,000,000 newly issued Class A ordinary shares which are subject to performance milestones, alongside warrants granting the Selling Shareholders the right to purchase up to 3,000,000 Class A ordinary shares of Pheton at an exercise price of $3.10 per share (the “Warrants”), which will become exercisable in separate tranches, with each tranche becoming eligible for exercise upon the Target’s achievement of the applicable quarterly or annual performance milestones set forth in the SPA. The closing of the Share Acquisition took place on November 25, 2025, upon which the Selling Shareholders transferred their equity interests to the Company, and the Target recorded the Company as the holder of such interests. Concurrently, the Company issued the Warrants to the Selling Shareholders.

Founded by health-tech entrepreneur Fahim Hashim, medical robotics inventor Xinyang Wang, and AI systems architect Chris Bora, iTonic aims to help address the 125,000 preventable deaths and $500B in annual U.S. health costs linked to medication non-adherence and envisions a new model for home health that connects families through intelligent technology and automation.

“The acquisition of iTonic Corporation marks a transformative milestone as we expand our footprint into the U.S. and enter the rapidly growing home health market, reinforcing our commitment to delivering innovative healthcare solutions and world-class service,” said Jianfei Zhang, Chief Executive Officer and Chairman of the Board at Pheton Holdings. “By integrating iTonic’s cutting-edge home-health platform into our ecosystem, we are poised to support more holistic, AI-driven health solutions that meet the evolving needs of patients and caregivers. We are excited about the future possibilities this partnership brings and the potential to drive significant value creation for Pheton’s shareholders over time.”

“Joining forces with Pheton Holdings opens a new chapter for iTonic,” said Fahim Hashim, Founder and Chief Executive Officer of iTonic. “The additional resources and expertise, as well as becoming a Nasdaq-listed firm, will allow us to expand our reach, deepen our technology pipeline, and make a meaningful impact on the daily lives of patients and caregivers worldwide. "

About Pheton Holdings Ltd

Founded in 1998, Pheton Holdings Ltd, through its wholly owned operating subsidiary, Beijing Feitian Zhaoye Technology Co., Ltd., focuses on healthcare solutions for brachytherapy, a targeted radiation therapy used in cancer treatment. Its lead product, Beijing Feitian’s Treatment Planning System, is used outside the U.S. to help ensure safe and effective brachytherapy using radioactive sources inside the patient to kill cancer cells and shrink tumors. Pheton Holdings is committed to leveraging its products and services to establish a potential new standard of care across multiple malignant tumor applications. For more information, please visit: http://www.ftzy.com.cn/ir

About iTonic Corporation

iTonic is a Home Health AI company combining artificial intelligence, medical device automation, and easier access to clinical expertise to support continuity of care in the home. iTonic is building a solution for intergenerational care, connecting patients, families, and providers in one integrated home health platform. For further information, visit https://itonic.health

Forward-Looking Statements

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in U.S., Hong Kong and China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For investor and media inquiries, please contact:

Pheton Holdings Ltd
Investor Relations
Email: ir@ftzy.com.cn

Jackson Lin
Lambert by LLYC
Tel: +1 (646) 717-4593
Email: jian.lin@llyc.global

FAQ

What did Pheton (PTHL) acquire from iTonic and when did the closing occur?

Pheton acquired a 51% equity stake in iTonic, with the closing on November 25, 2025.

How many shares did Pheton issue for the iTonic acquisition (PTHL)?

Pheton agreed to issue 4,000,000 newly issued Class A ordinary shares subject to performance milestones.

What warrant rights were issued to iTonic sellers in the PTHL deal?

Sellers received warrants to purchase up to 3,000,000 Class A shares at an exercise price of $3.10, exercisable by milestone tranches.

What strategic benefit does the iTonic acquisition provide Pheton (PTHL)?

The acquisition expands Pheton’s U.S. presence and adds an AI-driven home-health platform aimed at improving continuity of care.

Was the iTonic transaction previously disclosed by Pheton (PTHL)?

Yes; the transaction was previously reported on a Form 6-K on August 29, 2025.