Baird Medical Investment Holdings Ltd. filings document foreign-issuer current reports for a microwave ablation medical device company. The disclosed records include Form 6-K reporting on auditor changes, board and audit committee actions, and financial-reporting controls.
The company's SEC disclosures also address accounting and reporting matters relevant to its Form 20-F status, including U.S. GAAP and SEC reporting requirements, independent registered public accounting firm appointments, and disclosed material weaknesses in internal control over financial reporting.
Baird Medical Investment Holdings Ltd (BDMD) is the issuer whose securities L1 Capital Global Opportunities Master Fund, Ltd. reported beneficially owning 3,551,868 ordinary shares. That amount comprises 110,070 ordinary shares and 3,441,798 shares issuable upon conversion of a Senior 8% Original Issue Discount Convertible Promissory Note, subject to a 9.99% beneficial ownership limitation. The fund reported 9.99% of the class, based on 33,612,440 ordinary shares outstanding as of September 24, 2026. The fund’s directors, David Feldman and Joel Arber, may also be deemed beneficial owners; both disclaim beneficial ownership for all other purposes.
Baird Medical Investment Holdings Ltd (BDMD) entered into a securities purchase agreement and issued a senior convertible note with $4,347,826 principal amount, an 8% original issue discount and a 12-month term from issuance. No interest accrues during the term unless an event of default occurs; default interest is 15% per annum or, if lower, the highest amount permitted by law.
The company also issued 110,070 ordinary shares as Discount Shares for an additional $86,956 discount, calculated using $0.79 per share. The conversion price is the lower of fixed $0.9842 or 92% of the lowest daily VWAP over the seven trading days immediately before a conversion notice (85% upon an event of default), subject to a floor at 20% of Nasdaq minimum price and a 9.99% limit on the Purchaser’s and attribution parties’ beneficial ownership after conversion.
The Purchaser’s additional $3,680,000 lending obligation is exercisable within 180 days of closing, subject to conditions; it may lend another $6 million in two closings within 360 days of the first closing, subject to mutual consent. The company pledged equity interests in Baird Med LLC and qualifying subsidiaries with U.S. connections; the company and Baird Medical LLC granted security interests in substantially all U.S.-located assets, subject to exclusions.
Baird Medical Investment Holdings Ltd (BDMD) reported first-half 2026 revenue of $9,915,407, compared with $7,959,494 in 2025. The company launched technology licensing in the first half of 2026 alongside medical-device sales. Operating expenses totaled $7,776,989, versus $16,985,658; operating income was $846,806, compared with an operating loss of $10,450,404. Net income was $13,499, versus a net loss of $11,359,127.
Operating cash flow was $2,455,000 generated, versus $3,034,877 used. At June 30, cash was $138,551 and restricted cash was $150,532; working capital was $10.2 million. Management concluded there was no substantial doubt about its ability to continue as a going concern, citing Chairwoman and CEO Haimei Wu’s letter stating she could provide $2.0 million, backed by her properties, as necessary for at least 12 months from the financial statements’ issuance, and Betters Medical Investment Holdings Limited’s confirmation that payables due to it would not be required to be repaid during that period. In September, the company described an offering of a $4,347,826 senior convertible promissory note carrying an 8% original issue discount and a 12-month term; it reported receiving approximately $4 million in proceeds on September 8. The note accrues no interest unless an event of default occurs, when interest is 15% annually or the highest amount permitted by law, if lower.
Baird Medical Investment Holdings Ltd. (BDMD) is offering a US$4,347,826 senior 8% original issue discount convertible promissory note, ordinary shares issuable upon conversion, and up to 110,070 commitment shares. It estimates net proceeds of approximately US$3.7 million after offering expenses for general corporate purposes. The note has a 12-month term and accrues no interest unless an event of default occurs.
The conversion price is the lower of a $0.9842 fixed price and, subject to specified events, an alternative price based on 92% of the lowest daily VWAP over the prior seven trading days, or 85% upon an event of default; the floor is $0.158. Up to 27,517,886 ordinary shares may be issued upon conversion at the floor, subject to a 9.99% limit on the holder's and attribution parties' collective beneficial ownership. BDMD reported approximately $22.5 million in fiscal 2025 revenue, down 39.2% from approximately $37.0 million in fiscal 2024, and a net loss of approximately $27.5 million. It also identified material weaknesses in internal controls over financial reporting as of December 31, 2025.
Baird Medical Investment Holdings Ltd (BDMD) reported strong preliminary, unaudited results for the six months ended June 30, 2026, highlighted by a return to profitability and rapid international expansion. Revenue was $9.9 million, up 24.6% from $8.0 million a year earlier, driven mainly by growth outside the PRC, including the United States and licensing revenue. About two thirds of revenue came from markets outside the PRC, with Hong Kong and the U.S. as key contributors.
Gross profit rose to $8.6 million, with gross margin improving to 87.0% from 82.1%, reflecting a favorable geographic and product mix. Total operating expenses fell sharply to $7.8 million from $17.0 million, mainly due to lower R&D and G&A, partially offset by higher selling and marketing spending to support the U.S. and global commercial ramp. Net income was $13,499, compared with an $11.4 million net loss in the prior-year period. EBITDA improved to $1.6 million and Adjusted EBITDA to $4.0 million, versus EBITDA of $(9.7) million and Adjusted EBITDA of $(3.3) million a year ago.
At June 30, 2026, Baird Medical reported total assets of $73.8 million, total liabilities of $39.2 million and total equity of $34.6 million. Cash and restricted cash were $0.29 million, and accounts receivable were $30.7 million. The company emphasized that U.S. revenue grew to approximately 27% of first-half revenue from less than 2% a year earlier, as it expanded its sales team and geographic coverage.
Baird Medical Investment Holdings Limited is registering up to 11,500,000 Ordinary Shares issuable upon exercise of public warrants at US$11.50 per share and the resale of up to 34,415,562 Ordinary Shares held by various selling securityholders. The company will receive cash only if warrants are exercised; it will not receive any proceeds from selling securityholders’ resales. As of August 5, 2026, the Ordinary Shares closed at US$1.07 and the warrants at US$0.047, making exercise of the warrants unlikely at current prices. The resale shares represent a large portion of the equity and, if sold, could pressure the trading price.
Baird Medical is a Cayman Islands holding company operating in China through wholly owned PRC subsidiaries, focused on microwave ablation systems for thyroid and liver tumors. Revenue was US$31.5 million, US$37.0 million and US$22.5 million in 2023, 2024 and 2025, with net income in 2023–2024 and a US$27.5 million net loss in 2025. The company highlights significant legal and operational risks related to PRC regulation, cash transfer restrictions, and potential trading prohibitions or delisting under the HFCAA, which could materially affect the value of its securities.
Baird Medical Investment Holdings Limited filed Post-effective Amendment No. 2 to its Form F-1, now on Form F-3, updating prior disclosures to reflect an amendment to its 2025 Form 20-F and other information, without registering additional securities or paying new SEC fees.
The registration statement covers the potential primary issuance of up to 11,500,000 Ordinary Shares upon exercise of public warrants with a US$11.50 exercise price, and the resale by selling securityholders of up to 34,415,562 Ordinary Shares acquired at prices well below recent trading levels. As of August 5, 2026, these resale shares represent approximately 63.8% of issued and outstanding Ordinary Shares on a post-exercise basis.
The company reports revenues of US$31.5 million in 2023, US$37.0 million in 2024 and US$22.5 million in 2025, with net income in 2023–2024 and a net loss in 2025. It highlights significant legal and operational risks from its China-based operations, including PRC regulatory oversight, foreign-exchange and cash-transfer constraints, and potential trading prohibitions or delisting risk under the HFCAA if PCAOB inspections of its China-based auditor become restricted.
Baird Medical Investment Holdings Limited, a Cayman Islands holding company with operating subsidiaries in China, filed an amended shelf registration to offer up to US$50,000,000 of ordinary shares, preferred shares, debt securities, warrants and units under Form F-3. Sales are subject to Form F-3 General Instruction I.B.5., limiting primary offerings to no more than one-third of the company’s public float in any 12‑month period while non‑affiliate market value remains below US$75 million.
The company specializes in microwave ablation systems and needles for thyroid and liver tumors, with hospitals in China using its products increasing from approximately 430 in 2022 to 614 in 2025, including Grade III hospitals from 250 to 329. Revenue was US$31.5 million, US$37.0 million and US$22.5 million in 2023, 2024 and 2025, with net income of US$10.7 million and US$12.6 million followed by a US$27.5 million net loss in 2025.
The prospectus highlights extensive China-related regulatory, cash-transfer and HFCAA delisting risks, including PRC controls on dividends and foreign exchange, potential CSRC filing issues for future fund‑raising, and possible U.S. trading prohibitions if PCAOB inspections in China become restricted. No dividends have been paid within the group, and there is no present plan to pay cash dividends. The company is an emerging growth company and foreign private issuer, using reduced U.S. reporting and governance requirements.