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 August 2026
Commission File Number: 001-42263
iTonic Holdings Ltd
(Exact name of registrant as specified in its
charter)
Room 306, NET Building, Hong Jun Ying South Road,
Chaoyang District, Beijing, China
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On August 26, 2026, iTonic Holdings Ltd (the “Registrant”
or the “Company”) announced that it will hold its extraordinary general meeting of shareholders (the “Meeting”)
on September 9, 2026 at 10:00 a.m. Hong Kong time (September 8, 2026 at 10:00 p.m. Eastern Time), as a virtual meeting conducted solely
by electronic means (with no physical place of meeting). All shareholders of the Company at the close of business on August 19, 2026,
will be entitled to notice of and to vote at the Meeting and any postponements or adjournments thereof.
At the Meeting, the shareholders will be asked
to vote on (1) proposal one: to consider and approve as an ordinary resolution that, with effect from 12:01 a.m. Eastern Time on October
6, 2026 (the “Effective Date”), subject to (i) the Company having submitted to The Nasdaq Stock Market LLC (“Nasdaq”)
the Company Event Notification Form in respect of the Share Consolidation no later than 12:00 p.m. Eastern Time on the date falling ten
(10) calendar days prior to the Effective Date in accordance with Nasdaq Listing Rule 5250(e)(7), and (ii) Nasdaq not having objected
to the Share Consolidation prior to the Effective Date, the Company’s issued and unissued shares shall be consolidated as follows
(the “Share Consolidation”): (a) every sixteen (16) issued and unissued existing Class A Ordinary Shares of par value US$0.0001
each be consolidated into one (1) class A ordinary share of par value US$0.0016 each, (b) every sixteen (16) issued and unissued existing
Class B Ordinary Shares of par value US$0.0001 each be consolidated into one (1) class B ordinary share of par value US$0.0016 each, and
(c) all fractional entitlements resulting from the Share Consolidation not be issued to the shareholders of the Company and instead any
fractional share that would otherwise result from the Share Consolidation be rounded up to the next whole share, such that the authorised
share capital of the Company be changed from US$50,000 divided into 400,000,000 Class A Ordinary Shares of par value US$0.0001 each and
100,000,000 Class B Ordinary Shares of par value US$0.0001 each to US$50,000 divided into 25,000,000 Class A Ordinary Shares of par value
US$0.0016 each and 6,250,000 Class B Ordinary Shares of par value US$0.0016 each; (2) proposal two: to consider and approve as an ordinary
resolution that, immediately following the Share Consolidation becoming effective on the Effective Date, the authorised share capital
of the Company be increased from US$50,000 divided into 25,000,000 Class A Ordinary Shares of par value US$0.0016 each and 6,250,000 Class
B Ordinary Shares of par value US$0.0016 each to US$800,000 divided into 400,000,000 Class A Ordinary Shares of par value US$0.0016 each
and 100,000,000 Class B Ordinary Shares of par value US$0.0016 each, by the creation of an additional 375,000,000 Class A Ordinary Shares
of par value US$0.0016 each and 93,750,000 Class B Ordinary Shares of par value US$0.0016 each (the “Share Capital Increase”);
(3) proposal three: to consider and approve as a special resolution that, subject to and with effect from the Share Consolidation and
the Share Capital Increase becoming effective on the Effective Date, the Company’s existing third amended and restated memorandum
and articles of association (the “Existing M&A”) be amended and restated by their deletion in their entirety and the substitution
in their place with the fourth amended and restated memorandum and articles of association of the Company, in the form included as Exhibit
3.1 to this Form 6-K (the “Fourth M&A”), to reflect the Share Consolidation and the Share Capital Increase and to expressly
provide that (a) the Company may by Ordinary Resolution consolidate and divide one class of Shares without consolidating or dividing any
other class of Shares, (b) the rights conferred on the Members holding Shares of any class shall not be deemed to be varied solely by
such consolidation and division of that class, (c) for so long as any Shares are listed on a Designated Stock Exchange and the Company
has more than one Member, the quorum for a general meeting shall be one or more Members holding Shares representing not less than one-third
of the votes attached to the total issued Shares carrying the right to vote at such general meeting, and (d) a notice sent by prepaid
post to a recipient’s street or postal address shall be deemed to have been given on the day on which it was posted; and (4) proposal
four: to consider and approve as an ordinary resolution that the authority granted by the Shareholders at the extraordinary general meeting
of the Company held on December 19, 2025 to effect a share consolidation, and the conditional adoption of an amended and restated memorandum
and articles of association approved at such extraordinary general meeting, be revoked and superseded in their entirety.
The notice and proxy statement relating to the
Meeting, together with the accompanying form of proxy, are furnished herewith as Exhibit 99.1.
Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
Fourth Amended and Restated Memorandum and Articles of Association of iTonic Holdings Ltd |
| 99.1 |
|
Notice of Extraordinary General Meeting of Shareholders |
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.
Date: August 26, 2026
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iTonic Holdings Ltd |
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By: |
/s/ Jianfei Zhang |
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Name: |
Jianfei Zhang |
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Title: |
Chief Executive Officer |
Exhibit
99.1
iTonic
Holdings Ltd
NOTICE
OF EXTRAORDINARY GENERAL MEETING
To
be held on SEPTEMBER 9, 2026
Notice
is hereby given that the extraordinary general meeting (the “Meeting”)
of iTonic Holdings Ltd (the “Company”), a Cayman Islands exempted company with limited liability, will be held via
Zoom (Meeting ID: 818 9435 0357; Passcode: 478451) with no physical place of meeting, on September 9, 2026 at 10:00 a.m. (Hong Kong time).
If you are a registered shareholder, meaning that you hold your shares in certificate form, you have two voting options:
| ● |
INTERNET - Go to
http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log on using the below control number. Voting will be open until
11:59 p.m., Eastern Time, September 7, 2026. |
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|
| ● |
MAIL - Mark, sign
and date your proxy card and return it in the envelope we have provided. |
If
you hold your shares through an account with a bank or broker, your ability to vote depends on their voting procedures. Please follow
the directions that your bank or broker provides.
The Meeting is called for the purpose of considering
and approving the following proposals:
| 1 |
Proposal One:
It
is resolved as an ordinary resolution that, with effect from 12:01 a.m. Eastern Time on October 6, 2026 (the “Effective Date”),
subject to:
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| (i) |
the Company having submitted to The Nasdaq Stock Market LLC (“Nasdaq”) the Company Event Notification Form in respect of the Share Consolidation no later than 12:00 p.m. Eastern Time on the date falling ten (10) calendar days prior to the Effective Date in accordance with Nasdaq Listing Rule 5250(e)(7), and |
| (ii) |
Nasdaq not having objected
to the Share Consolidation prior to the Effective Date, the Company’s issued and unissued shares shall be consolidated as follows
(the “Share Consolidation”): |
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(a)
every sixteen (16) issued and unissued existing Class A Ordinary Shares of par value US$0.0001 each be consolidated into one (1)
class A ordinary share of par value US$0.0016 (the “Consolidated Class A Shares”), where such Consolidated Class A Shares
shall rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to
par value) as the existing Class A Ordinary Shares as set out in the existing Memorandum and Articles;
(b) every
sixteen (16) issued and unissued existing Class B Ordinary Shares of par value US$0.0001 each be consolidated into one (1) class
B ordinary share of par value US$0.0016 (the “Consolidated Class B Shares”), where such Consolidated Class B Shares shall
rank pari passu in all respect with each other and have the same rights and are subject to the same restrictions (save as to par
value) as the existing Class B Ordinary Shares as set out in the existing Memorandum and Articles; and
(c)
all fractional entitlements to the issued Consolidated Class A Shares and Consolidated Class B Shares resulting from the Share Consolidation
will not be issued to the shareholders of the Company (the “Shareholders”) and instead, any fractional shares that would
have resulted from the Share Consolidation will be rounded up to the next whole number,
such that the authorised share capital of
the Company shall change from US$50,000 divided into 400,000,000 Class A Ordinary Shares of par value US$0.0001 each and 100,000,000
Class B Ordinary Shares of par value US$0.0001 each to US$50,000 divided into 25,000,000 Class A Ordinary Shares of par value US$0.0016
each and 6,250,000 Class B Ordinary Shares of par value US$0.0016 each. |
| 2 |
Proposal TWO:
It is resolved as an ordinary
resolution that, immediately following the Share Consolidation becoming effective, the authorised share capital of the Company be increased:
FROM: US$50,000 divided into 25,000,000
Class A Ordinary Shares of par value US$0.0016 each and 6,250,000 Class B Ordinary Shares of par value US$0.0016 each,
TO: US$800,000 divided into 400,000,000
Class A Ordinary Shares of par value US$0.0016 each and 100,000,000 Class B Ordinary Shares of par value US$0.0016 each, by the creation
of an additional 375,000,000 Class A Ordinary Shares of par value US$0.0016 each and an additional 93,750,000 Class B Ordinary Shares
of par value US$0.0016 each (the “Share Capital Increase”). |
| 3 |
Proposal THREE:
It is resolved as a special resolution that, subject
to and with effect from the Share Consolidation and the Share Capital Increase becoming effective on the Effective Date, the Company’s
existing third amended and restated memorandum and articles of association (the “Existing M&A”) be amended and restated
by their deletion in their entirety and the substitution in their place with the fourth amended and restated memorandum and articles of
association of the Company, included as Exhibit 3.1 to the Form 6-K to which this Notice is attached (the “Fourth M&A”),
to reflect the Share Consolidation and the Share Capital Increase and to expressly provide that:
(a) the Company may by Ordinary Resolution consolidate
and divide one class of Shares without consolidating or dividing any other class of Shares;
(b) the rights conferred on the Members holding
Shares of a class shall not be deemed to be varied solely by such consolidation and division of that class;
(c) for so long as any Shares are listed on a
Designated Stock Exchange and the Company has more than one Member, the quorum for a general meeting shall be one or more Members holding
Shares representing not less than one-third of the votes attached to the total issued Shares carrying the right to vote at such general
meeting; and
(d) a notice sent by prepaid post to a recipient’s
street or postal address shall be deemed to have been given on the day on which it was posted. |
| 4 |
Proposal FOUR:
It is resolved as an ordinary resolution that,
the authority granted by the Shareholders at the annual general meeting of the Company held on December 19, 2025 to effect a share consolidation
and the conditional adoption of an amended and restated memorandum and articles of association approved thereat be revoked and superseded
in their entirety. |
The
foregoing items of business are more completely described in the proxy statement accompanying this Notice. The Board unanimously recommends
that the Shareholders vote “FOR” each of the four proposals described above, including the Share Consolidation, the Share
Capital Increase, the adoption of the Fourth M&A and the revocation of the previous resolutions.
All
shareholders of the Company at the close of business on August 19, 2026 are entitled to receive notice of, attend and vote on the matters
to be acted on at the Meeting and any adjourned or postponed meeting thereof.
By
Order of the Board of Directors,
| iTonic Holdings Ltd Technology Inc. |
|
| |
|
| /s/ Jianfei
Zhang |
|
| Jianfei Zhang |
|
| Chief Executive Officer |
|
August
26, 2026
A
form of proxy has been included with this Notice.
NOTES
IF
YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND AND VOTE AT THE
MEETING BY MEANS OF THE ELECTRONIC FACILITIES OR SEND IN A SPECIFIC PROXY.
| 1 |
A proxy need not be a shareholder
of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and
vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space
provided, failing which the Chairperson will be appointed as your proxy. |
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| 2 |
Any standing proxy previously
deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the Meeting unless revoked
prior to the Meeting , the shareholder attends and votes at the Meeting by means of the electronic facilities, or the shareholder
executes a specific proxy. |
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| 3 |
A form of proxy for use
at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and
sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of
attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at Room 306, NET
Building, Hong Jun Ying South Road, Chaoyang District, Beijing, China, not later than 48 hours before the time for the holding of
the Meeting or any adjourned Meeting in accordance with the currently effective memorandum and articles of association of the Company.
Returning the completed form of proxy will not preclude you from attending and voting at the Meeting by means of the electronic facilities
if you so wish. |
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| 4 |
In the case of joint holders
the vote of the senior holder who tenders a vote, whether in person or by proxy (or, in the case of a corporation or other non-natural
person, by its duly authorised representative or proxy), shall be accepted to the exclusion of the votes of the other joint holders,
and seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company.
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| 5 |
A shareholder holding more
than one share entitled to attend and vote at the Meeting need not cast the votes in respect of such shares in the same way on any
resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting
a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one
or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution
and/or abstain from voting a share or some or all of the shares in respect of which they are appointed. |
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| 6 |
The quorum for the Meeting
is the holders of a majority of the shares being individuals present by virtual attendance with the use of electronic facilities
or by proxy or, if a corporation or other non-natural person, by its duly authorised representative or proxy. |
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| 7 |
“Ordinary Resolution”
means a resolution passed by a simple majority of the voting rights held by such shareholders as, being entitled to do so, vote in
person (whether physically or by virtual attendance with the use of electronic facilities), or where proxies are allowed, by proxy
or, in the case of any shareholder being a corporation, by its duly authorised representative(s) at a general meeting, and includes
a unanimous written resolution. |
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| 8 |
“Special Resolution”
means a resolution passed by a majority of not less than two-thirds of the voting rights held by such shareholders as, being entitled
to do so, vote in person (whether physically or by virtual attendance with the use of electronic facilities) or, where proxies
are allowed, by proxy or, in the case of any shareholder being a corporation, by its duly authorised representative(s) at a general
meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, and includes
a unanimous written resolution. |
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| 9 |
If the proxy is returned
without an indication as to how the proxy shall vote, the proxy will vote in favor of each resolution. |
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| 10 |
This form of proxy is for
use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand
of some officer or attorney duly authorized for that purpose. |
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| 11 |
Any alterations made to
this form must be initialed by you. |
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| 12 |
Voting will be conducted
on a poll. |
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| 13 |
Holders of class A ordinary
shares and class B ordinary shares shall vote together as one class on all resolutions submitted to a vote at the Meeting. Each class
A ordinary share shall entitle its holder to one (1) vote, and each class B ordinary share shall entitle its holder to twenty (20)
votes, on all matters subject to a vote at the Meeting. |
iTonic
Holdings Ltd
(the
“Company”)
Proxy
Form
| I/We1 |
________________________________________________________ |
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| of |
________________________________________________________ |
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| being a shareholder/shareholder(s)
of the Company and the holder/holders of |
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| ___________________________________________________
(number and class of shares) |
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| appoint as my/our proxy2 |
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________________________________________________________ |
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| of |
________________________________________________________ |
at
the extraordinary general meeting of the Company (the “Meeting”) to as a virtual meeting conducted via zoom (Meeting
ID: 818 9435 0357; Passcode: 478451) with no physical place of meeting, on September 9, 2026 at 10:00 a.m. (Hong Kong time), and at any
adjournment or postponement thereof. Shareholders will also be able to vote through internet or telephone.
If you are a registered shareholder, meaning that you hold your shares in certificate form, you have two voting options:
| ● |
INTERNET - Go to
http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log on using the below control number. Voting will be open until
11:59 p.m., Eastern Time, September 8, 2026. |
| ● |
MAIL - Mark, sign
and date your proxy card and return it in the envelope we have provided. |
If you hold your shares through an account with a bank or broker, your ability to vote depends on their voting procedures. Please follow
the directions that your bank or broker provides.
Please
indicate with a tick mark in the spaces opposite to the resolution how you wish the proxy to vote on your behalf. In the absence of any
such indication, the proxy will vote in favor of each resolution.
| 1 | Full
name(s) and address(es) to be inserted in block letters. |
| 2 | Insert
name and address of the desired proxy in the spaces provided. |
| Resolutions: |
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For |
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Against |
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Abstain |
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| 1. |
RESOLVED, AS AN ORDINARY RESOLUTION, that: |
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with effect from 12:01 a.m. Eastern Time on October 6, 2026 (the "Effective
Date"), subject to
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(i) |
the Company having submitted to The Nasdaq
Stock Market LLC (“Nasdaq”) the Company Event Notification Form in respect of the Share Consolidation no later than 12:00
p.m. Eastern Time on the date falling ten (10) calendar days prior to the Effective Date in accordance with Nasdaq Listing Rule 5250(e)(7),
and |
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(ii) |
Nasdaq not having objected to the Share
Consolidation prior to the Effective Date, the Company’s issued and unissued shares shall be consolidated as follows (the “Share
Consolidation”): |
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(a) every sixteen (16) issued and unissued
existing Class A Ordinary Shares of par value US$0.0001 each be consolidated into one (1) class A ordinary share of par value US$0.0016
(the “Consolidated Class A Shares”), where such Consolidated Class A Shares shall rank pari passu in all respect with
each other and have the same rights and are subject to the same restrictions (save as to par value) as the existing Class A Ordinary
Shares as set out in the existing Memorandum and Articles; |
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(b) every sixteen (16) issued and unissued
existing Class B Ordinary Shares of par value US$0.0001 each be consolidated into one (1) class B ordinary share of par value US$0.0016
(the “Consolidated Class B Shares”), where such Consolidated Class B Shares shall rank pari passu in all respect with
each other and have the same rights and are subject to the same restrictions (save as to par value) as the existing Class B Ordinary
Shares as set out in the existing Memorandum and Articles; and |
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(c) all fractional entitlements to the issued
Consolidated Class A Shares and Consolidated Class B Shares resulting from the Share Consolidation will not be issued to the shareholders
of the Company (the “Shareholders”) and instead, any fractional shares that would have resulted from the Share Consolidation
will be rounded up to the next whole number, |
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such that the authorised share capital of
the Company shall change from US$50,000 divided into 400,000,000 Class A Ordinary Shares of par value US$0.0001 each and 100,000,000
Class B Ordinary Shares of par value US$0.0001 each to US$50,000 divided into 25,000,000 Class A Ordinary Shares of par value US$0.0016
each and 6,250,000 Class B Ordinary Shares of par value US$0.0016 each. |
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| 2. |
RESOLVED, AS AN ORDINARY
RESOLUTION, that, |
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immediately following the Share
Consolidation becoming effective, the authorised share capital of the Company be increased: |
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FROM: US$50,000 divided
into 25,000,000 Class A Ordinary Shares of par value US$0.0016 each and 6,250,000 Class B Ordinary Shares of par value US$0.0016
each, |
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TO: US$800,000 divided
into 400,000,000 Class A Ordinary Shares of par value US$0.0016 each and 100,000,000 Class B Ordinary Shares of par value US$0.0016
each, by the creation of an additional 375,000,000 Class A Ordinary Shares of par value US$0.0016 each and an additional 93,750,000
Class B Ordinary Shares of par value US$0.0016 each (the “Share Capital Increase”). |
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| 3. |
RESOLVED,
AS A SPECIAL RESOLUTION, that, |
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subject to and with effect from
the Share Consolidation and the Share Capital Increase becoming effective on the Effective Date, the Company’s existing third
amended and restated memorandum and articles of association (the “Existing M&A”) be amended and restated by their
deletion in their entirety and the substitution in their place with the fourth amended and restated memorandum and articles of association
of the Company, included as Exhibit 3.1 to the Form 6-K to which this Notice is attached (the “Fourth M&A”), to reflect
the Share Consolidation and the Share Capital Increase and to expressly provide that: |
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(a) the Company may by Ordinary
Resolution consolidate and divide one class of Shares without consolidating or dividing any other class of Shares; |
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(b) the rights conferred on
the Members holding Shares of a class shall not be deemed to be varied solely by such consolidation and division of that class; |
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(c) for so long as any Shares
are listed on a Designated Stock Exchange and the Company has more than one Member, the quorum for a general meeting shall be one
or more Members holding Shares representing not less than one-third of the votes attached to the total issued Shares carrying the
right to vote at such general meeting; and |
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(d) a notice sent by prepaid
post to a recipient’s street or postal address shall be deemed to have been given on the day on which it was posted. |
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| 4. |
RESOLVED, AS AN ORDINARY
RESOLUTION, that: |
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☐ |
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☐ |
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the authority granted by the
Shareholders at the annual general meeting of the Company held on December 19, 2025 to effect a share consolidation and the conditional
adoption of an amended and restated memorandum and articles of association approved thereat be revoked and superseded in their entirety. |
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| Dated 2026 |
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| Executed by: |
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| Signature of shareholder |
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Name
of Authorized Officer/Attorney: ________________________3
| 3 | To
be completed if the shareholder is a corporation – please insert name of authorized
officer/attorney signing on behalf of the corporate shareholder. |
