UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-43415
Instinct Bio Technical Company Holdings Inc.
(Registrant’s Name)
3rd Floor West Side Gotanda bldg.
6-2-7 Nishi Gotanda, Shinagawa-ku,
Tokyo 1410031, Japan
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Information Contained in this Form 6-K Report
On July 30, 2026, Instinct Bio Technical Company
Holdings Inc. (the “Company”) announced a strategic collaboration with Invitrx Therapeutics, Inc. relating to the expansion
of the GENRÊVER brand into the United States market and the parties’ intention to explore opportunities relating to regenerative
medicine initiatives in Indonesia. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Report on Form
6-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
INDEX TO EXHIBIT
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated July 30, 2026 |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| |
Instinct Bio Technical Company Holdings Inc. |
| |
|
|
| Date: July 31, 2026 |
By: |
/s/ Tomoki Nagano |
| |
Name: |
Tomoki Nagano |
| |
Title: |
Chief Executive Officer and Director |
Exhibit 99.1
Instinct
Bio Announces Strategic Collaboration with INVITRX to Expand GENRÊVER into U.S. and Advance Indonesia Regenerative Medicine Initiatives
Collaboration
combines Japanese product innovation, U.S. GMP manufacturing capabilities and regenerative medicine expertise to support the next phase
of Instinct Bio's international growth
NEW
YORK, NY and TOKYO, JAPAN - July 30, 2026 - INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (Nasdaq: BIOT) ("Instinct Bio"
or the "Company") today announced that its subsidiaries, Instinct Brothers Co., Ltd. and Artisans Production Co., Ltd.,
have entered into a Memorandum of Agreement (the "MOA") with Invitrx Therapeutics, Inc.("INVITRX"), establishing
a strategic framework to advance two proposed workstreams: (i) the manufacture and sale of GENRÊVER cosmetic products in the
United States and (ii) the potential supply of concentrated exosomes and conditioned media for clinics and an in-hospital cell processing
center and laboratory in Indonesia.
Strategic
Highlights
| · | Built
on a proven six-year relationship. The collaboration builds upon a commercial relationship under which Instinct Bio has sourced certain
principal raw materials from INVITRX for approximately six years for use in certain of the Company's products under its quality assurance
and quality control processes. The Company believes this existing commercial relationship may facilitate coordination between the parties
as they evaluate the proposed collaboration. |
| · | Expanding
GENRÊVER into the U.S. Under the proposed collaboration, Instinct Bio intends to license the GENRÊVER trademark,
Artisans Production will contribute its proprietary formulations and raw materials, and INVITRX is expected to manufacture GENRÊVER
products at its U.S. GMP manufacturing facility. The parties intend to position GENRÊVER as a premium Japanese cosmetics brand
for the U.S. market, subject to applicable regulatory requirements. |
| · | Supporting
Indonesia's Emerging Regenerative Medicine Ecosystem. The parties also intend to collaborate on initiatives supporting proposed clinics
and an in-hospital cell processing center and laboratory in Indonesia. Subject to applicable regulatory requirements, INVITRX is
expected to supply concentrated exosomes and conditioned media, while the parties evaluate opportunities to establish a localized regenerative
medicine platform in one of Asia's rapidly growing healthcare markets. |
| · | Advancing
Through Regulatory and Commercial Milestones. The parties intend to negotiate definitive commercial agreements covering manufacturing,
supply, commercialization and other operating arrangements while progressing the regulatory assessments required for each proposed initiative. |
Tomoki
Nagano, Chief Executive Officer of Instinct Bio, stated:
"This
collaboration represents an important step in our strategy to expand Instinct Bio’s international platform. By bringing together
the GENRÊVER brand, Artisans Production’s proprietary formulations and INVITRX’s U.S. GMP manufacturing capabilities,
we believe we are creating a strong foundation for future growth in both the United States and Southeast Asia. We are excited about the
opportunities ahead and look forward to working closely with our partners as we advance these initiatives."
About
Instinct Bio
Instinct
Bio is a biotechnology company focused on regenerative medicine, longevity-related technologies and advanced therapeutic platforms. The
Company is committed to developing innovative solutions intended to address unmet medical needs and support long-term human health outcomes.
For
more information, please visit the Company’s website at https://instinct-biot.com/
About
INVITRX
Invitrx
Therapeutics, Inc. is a U.S.-based biotechnology company that operates a GMP manufacturing facility and develops and supplies cell-derived
biological materials, including concentrated exosomes and conditioned media.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include, but are not limited to, statements regarding the proposed collaboration with INVITRX, the negotiation and execution
of definitive agreements, the proposed manufacture and commercialization of GENRÊVER cosmetic products in the United States, the
proposed development of clinics and an in-hospital cell processing center and laboratory in Indonesia, the potential supply of concentrated
exosomes and conditioned media, regulatory approvals and compliance, and the Company's business strategy, growth initiatives and future
operating plans.
These
forward-looking statements are based on the Company's current expectations, assumptions and projections and involve known and unknown
risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements.
These risks and uncertainties include, among others, the parties' ability to negotiate and execute definitive agreements, obtain required
regulatory approvals, satisfy applicable legal and regulatory requirements, successfully develop and commercialize the contemplated products
and services, market acceptance, manufacturing and supply chain risks, changes in applicable laws or regulations, and the other risks
described in the Company's filings with the U.S. Securities and Exchange Commission.
The
MOA described in this press release establishes a framework for the parties to negotiate definitive agreements, and there can be no assurance
that such definitive agreements will be entered into or that the proposed collaboration or any of the contemplated initiatives will be
completed or implemented.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.
Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect
events or circumstances after the date of this press release.
Contact
Information
INSTINCT
BIO TECHNICAL COMPANY HOLDINGS INC.
Email: ir@instinct-bro.com
Website:
https://instinct-biot.com/