Instinct Bio Technical Company Holdings Inc. (BIOT) furnished unaudited first-half results for its operating subsidiary, Instinct Bio Technical Company Inc., and subsidiaries, for the six months ended May 31, 2026. Revenue was $1,142,598, up 4.7% in U.S. dollars and 9.8% in yen; after-tax profit was $90,251, versus a $206,817 loss a year earlier. Administrative expenses decreased 30.1%, while gross margin declined to 72.6% from 79.7%.
Net cash used in operating activities was $12,323, compared with $371,404 a year earlier. Cash was $25,565 as of May 31, 2026, versus $124,764 at November 30, 2025. Management said liquidity depends on collecting receivables, related-party support and additional financing; directors concluded resources were adequate to continue as a going concern for at least twelve months. Three major customers accounted for approximately 55.54% of revenue.
On July 23, 2026, Holdings completed its business combination with Relativity Acquisition Corp., acquiring all issued and outstanding equity interests of the operating company in exchange for newly issued ordinary shares, with approximately US$225 million in aggregate equity consideration. The transaction followed the reporting period and is not reflected in the May 31 interim statements.
BIOT was named by CelSiege Biosciences as its non-exclusive authorized introduction and business development representative in Japan and China for IN01, a clinical-stage cancer immunotherapy. Under a Letter of Authorisation signed September 18, 2026, BIOT may introduce the program to prospective partners and investors and facilitate preliminary discussions about potential investment, licensing, co-development, clinical development, manufacturing and commercialization. Any definitive transaction remains subject to separate negotiations, due diligence and definitive agreements.
CelSiege describes IN01 as an active immunotherapy, or therapeutic cancer vaccine, targeting epidermal growth factor. Development materials identify squamous non-small cell lung cancer as the lead indication. IN01 has not received marketing approval.
INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (BIOT) reports that Nasdaq has notified it of three separate deficiencies with continued listing standards for the Nasdaq Global Market. Nasdaq found that from July 28, 2026 to September 8, 2026 the Company’s market value of listed securities (MVLS) was below US$50,000,000, and from July 29, 2026 to September 9, 2026 the market value of publicly held shares (MVPHS) was below US$15,000,000, breaching Listing Rules 5450(b)(2)(A), 5450(b)(3)(A), 5450(b)(2)(C) and 5450(b)(3)(C).
Nasdaq also determined that the Company’s ordinary share minimum bid price was below US$1.00 during the July 29, 2026 to September 9, 2026 period, violating Listing Rule 5450(a)(1). Each notice currently has no immediate effect on trading, but BIOT has 180 calendar days to regain compliance for MVLS (until March 8, 2027) and for MVPHS and bid price (until March 9, 2027). If compliance is not restored, Nasdaq may initiate delisting, though Instinct Bio could appeal or seek transfer to the Nasdaq Capital Market. The Company states it is evaluating options and notes there is no guarantee it will regain or maintain compliance.
INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (BIOT) reports an operational update on its GENRÊVER CLINIC platform in Indonesia and product development collaborations with Invitrx Therapeutics, Inc. and PT Parva Candela. Management states that site development activities in Jakarta are progressing and product planning discussions with manufacturing collaborators in the United States and Indonesia are ongoing.
The update reiterates that expectations for clinic opening and operations, subscription offerings, product development, manufacturing timelines, and collaborations are forward-looking statements subject to risks such as construction delays, regulatory developments, development outcomes, supply chain constraints, market conditions, negotiation of definitive agreements, and customer acceptance, as well as other risks described in the company’s SEC filings.
Instinct Bio Technical Company Holdings Inc. reported that it has entered into a cooperation agreement with PT Parva Candela, an Indonesian cosmetics manufacturer and distributor, to jointly develop Indonesia’s cosmetics and personal care market under a “Made in Indonesia, Powered by Japanese Formulation Expertise” concept. The collaboration is positioned as part of Instinct Bio’s broader strategy, which includes Japan-originated businesses in regenerative medicine R&D, sourcing, manufacturing, cosmetics, wellness and consumer brands. The company states there can be no assurance the collaboration will achieve specific commercial results or that a joint venture company will be formed, highlighting execution and market risks for this initiative.
Instinct Bio Technical Company Holdings Inc. entered into a Memorandum of Agreement through its subsidiaries with Invitrx Therapeutics, Inc., creating a strategic framework to expand the GENRÊVER cosmetic brand into the United States and to explore regenerative medicine initiatives in Indonesia.
The collaboration contemplates U.S. manufacture and sale of GENRÊVER products using INVITRX’s GMP capabilities and potential supply of concentrated exosomes and conditioned media for clinics and an in-hospital cell processing center and laboratory in Indonesia. The MOA is a preliminary framework to negotiate definitive agreements, and there is no assurance the contemplated collaboration or initiatives will be completed.
Instinct Bio Technical Company Holdings Inc. plans to expand into Indonesia’s aesthetic healthcare market through its Japanese brand GENRÊVER CLINIC, entering an agreement with a local physician to launch a subscription-model membership beauty clinic business. The company plans an initial investment of approximately US$1 million to establish an initial five directly operated clinics across major metropolitan areas, with Jakarta as the initial market to evaluate the model and demand.
The model is designed around flat-fee memberships with flexible, cancel-anytime terms, technology-enabled, standardized clinic formats, and a Japanese-style café component to reinforce brand identity. Management describes this as a recurring-revenue consumer healthcare platform that may act as a strategic gateway to its core regenerative-medicine work, including stem-cell and iPS-cell technologies, while cautioning there can be no assurance of successful expansion, profitability, or customer acceptance.
Instinct Bio Technical Company Holdings Inc. reports completion of its business combination with Relativity Acquisition Corp. and Instinct Bio Technical Company Inc., valuing the target at US$225,000,000, payable in Pubco ordinary shares priced at US$10.00 each.
All BIOT shares were exchanged for Pubco shares, each Relativity share became one Pubco ordinary share, and Relativity warrants were assumed as Pubco warrants. The combined company is named Instinct Bio Technical Company Holdings Inc., with its ordinary shares and warrants listed on Nasdaq under “BIOT” and “BIOTW”. As of July 23, 2026, 28,794,472 ordinary shares were outstanding, out of authorized capital of 5,000,000,000 shares.
Pro forma as of November 30, 2025, cash and cash equivalents were US$131,905, total indebtedness US$807,106, and total equity (US$1,517,783). A term sheet with Chardan contemplates a standing equity facility of up to US$150.0 million, subject to definitive agreements and an effective resale registration statement. Major holders include CEO Tomoki Nagano with 36.21% of the ordinary shares.
Instinct Bio Technical Company Holdings Inc. announced it has entered into an indicative term sheet for a proposed equity purchase facility that would allow it to sell up to US$150 million of common stock over a three-year period. The company would have the right, but not the obligation, to direct share purchases from time to time, generally priced off the volume-weighted average price (VWAP) of its stock minus a discount, subject to specified limitations and regulatory requirements.
The proposed facility is intended to provide flexible funding for Instinct Bio’s strategic initiatives following its business combination with Relativity Acquisition Corp., including accelerating its regenerative medicine platform, supporting working capital, and pursuing strategic acquisitions to expand its longevity ecosystem. The company cautions there is no assurance definitive agreements will be signed, conditions satisfied, or that any funding will be obtained under the proposed facility.