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
News Market Reaction
On the day this news was published, PTHL declined 0.53%, reflecting a mild negative market reaction. Argus tracked a peak move of +42.4% during that session. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $57K from the company's valuation, bringing the market cap to $11M at that time. Trading volume was elevated at 2.6x the daily average, suggesting increased selling activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
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. |
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.
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
This announcement details Pheton’s completion of a 51% stake acquisition in iTonic, expanding into U.S. home-health AI while its shares trade far below the 200-day MA of 5.26. The deal consideration includes 4,000,000 performance-based shares and up to 3,000,000 warrants at $3.10, creating potential future equity overhang. Investors may track how this move interacts with existing Nasdaq minimum bid price pressures and whether integration delivers meaningful exposure to the large medication non-adherence problem.
Key Terms
brachytherapy medical
warrants financial
exercise price financial
stock purchase agreement financial
form 6-k regulatory
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
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
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
“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?
How many shares did Pheton issue for the iTonic acquisition (PTHL)?
What warrant rights were issued to iTonic sellers in the PTHL deal?
What strategic benefit does the iTonic acquisition provide Pheton (PTHL)?
Was the iTonic transaction previously disclosed by Pheton (PTHL)?
