iTonic Holdings (ITOC) completes April 2026 private placement of new shares

Rhea-AI Filing Summary

iTonic Holdings Ltd completed a new private share sale to bring in fresh capital. After mutually terminating a prior March 2026 subscription agreement, the company entered into new Subscription Agreements on April 16, 2026 for a private placement of 100,000,000 Class A ordinary shares at US$0.20 per share, for aggregate gross proceeds of approximately US$20,000,000.

The April 2026 private placement closed the same day, and iTonic issued 100,000,000 Class A ordinary shares to participating investors. These new shares are subject to a six-month lock-up period from the date of issuance, limiting immediate resale. The report also states that its contents are incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.

Insights

Capital markets analyst

iTonic raises US$20,000,000 via locked-up private placement.

iTonic completed an April 2026 private placement of 100,000,000 Class A ordinary shares at US$0.20, generating approximately US$20,000,000 in gross proceeds. This provides additional funding without relying on public market issuance at this stage.

The new shares carry a six-month lock-up from issuance, which temporarily limits secondary selling pressure from these investors. The filing also incorporates this event into existing Form S-8 and Form F-3 registration statements, aligning the capital raise with the company’s broader financing and equity compensation framework.

Future disclosures in periodic reports may outline how the new capital is deployed and how the larger share base interacts with any subsequent use of the Form F-3 shelf or equity plans referenced by the Form S-8.

Key Figures

Shares issued: 100,000,000 Class A ordinary shares Subscription price: US$0.20 per Class A ordinary share Gross proceeds: approximately US$20,000,000 +3 more

6 metrics

Shares issued 100,000,000 Class A ordinary shares Issued in April 2026 Private Placement closed on April 16, 2026

Subscription price US$0.20 per Class A ordinary share Pricing for April 2026 Private Placement

Gross proceeds approximately US$20,000,000 Aggregate gross proceeds from April 2026 Private Placement

Lock-up period six-month lock-up period Applies to Class A ordinary shares issued in April 2026 Private Placement

Agreement termination date April 15, 2026 Mutual termination of March 2026 Prior Subscription Agreement

New Subscription Agreements date April 16, 2026 Date company entered into Subscription Agreements and closed placement

Key Terms

private placement, Subscription Agreements, lock-up period, Form S-8, +1 more

5 terms

private placement financial

"for a private placement offering of 100,000,000 Class A ordinary shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Subscription Agreements financial

"the Company entered into subscription agreements (the “Subscription Agreements”)"

A subscription agreement is a signed contract in which an investor promises to buy a specified number of a company’s shares or securities under set terms — price, quantity, payment schedule and any conditions. Think of it like a formal deposit and purchase plan for stock: it locks in the sale and the buyer’s obligations and often sets protections or restrictions that affect ownership, dilution and the company’s ability to raise more money, so investors can assess risk and control.

lock-up period financial

"are subject to a six-month lock-up period from the date of issuance"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

Form S-8 regulatory

"registration statement on Form S-8 (File No. 333-286673)"

A Form S-8 is a U.S. Securities and Exchange Commission registration that lets a public company set aside shares for employee benefit plans and stock-based compensation. Think of it as opening a dedicated account that authorizes the company to issue or reserve stock for workers and directors; it matters to investors because it enables share dilution when those awards are granted or exercised and signals how management is compensated and incentivized.

Form F-3 regulatory

"registration statement on Form F-3 (File No. 333-293241)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number: 001-42263

iTonic Holdings Ltd

Room 306, NET Building

Hong Jun Ying South Road, Chaoyang District

Beijing, China 

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 ☒       Form 40-F ☐

Completion of Private Placement

As previously disclosed in the Company’s Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2026, iTonic Holdings Ltd (the “Company”) entered into a private placement subscription agreement (the “Prior Subscription Agreement”) with certain investors for a private placement offering of 100,000,000 Class A ordinary shares of par value US$0.0001 per share (the “Class A Ordinary Shares”) at a subscription price of US$0.20 per share for aggregate gross proceeds of approximately US$20,000,000 (the “March 2026 Private Placement”). On April 15, 2026, the Company and each of the investors mutually agreed to terminate the Prior Subscription Agreement.

On April 16, 2026, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors for a private placement offering (the “April 2026 Private Placement”) of 100,000,000 Class A Ordinary Shares at the subscription price of US$0.20 per Class A Ordinary Share, for aggregate gross proceeds to the Company of approximately US$20,000,000.

The April 2026 Private Placement closed on April 16, 2026. In connection with the closing, the Company issued an aggregate of 100,000,000 Class A Ordinary Shares to the investors. The Class A Ordinary Shares issued in the April 2026 Private Placement are subject to a six-month lock-up period from the date of issuance.

The foregoing description of the Subscription Agreement does not purport to describe all terms and conditions thereof and is qualified in its entirety by reference to the form of Subscription Agreement which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Incorporation by Reference

The contents of this Form 6-K are hereby incorporated by reference into (i) the Company’s registration statement on Form S-8 (File No. 333-286673) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2025, and (ii) the Company’s registration statement on Form F-3 (File No. 333-293241) filed with the SEC on February 6, 2026 and declared effective by the SEC on February 23, 2206.

1

Exhibits

Exhibit No.		Description
10.1		Form of Private Placement Subscription Agreement dated April 16, 2026 between iTonic Holdings Ltd and Purchasers

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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.

	iTonic Holdings Ltd
Date: May 13, 2026	By:	/s/ Jianfei Zhang
	Name:	Jianfei Zhang
	Title:	Chief Executive Officer and Chairman of the Board of Directors

3

FAQ

What capital did iTonic Holdings Ltd (ITOC) raise in April 2026?

iTonic raised aggregate gross proceeds of approximately US$20,000,000 by issuing 100,000,000 Class A ordinary shares at US$0.20 per share in an April 2026 private placement that closed on April 16, 2026.

How many new shares did iTonic Holdings Ltd (ITOC) issue in the April 2026 private placement?

The company issued 100,000,000 Class A ordinary shares in the April 2026 private placement. These shares have a par value of US$0.0001 each and were sold at a subscription price of US$0.20 per share to participating investors.

What happened to iTonic Holdings Ltd’s earlier March 2026 private placement agreement?

The earlier March 2026 private placement subscription agreement was mutually terminated on April 15, 2026. Following this termination, iTonic entered into new Subscription Agreements on April 16, 2026 for a separate private placement with the same share amount and price.

Are the new iTonic Holdings Ltd (ITOC) shares from the April 2026 private placement restricted?

Yes. The Class A ordinary shares issued in the April 2026 private placement are subject to a six-month lock-up period from the date of issuance, meaning investors are restricted from selling these shares during that timeframe.

How does this Form 6-K affect iTonic Holdings Ltd’s existing registration statements?

The contents of this Form 6-K are incorporated by reference into iTonic’s Form S-8 registration statement (File No. 333-286673) and its Form F-3 registration statement (File No. 333-293241), linking this private placement information to those existing filings.

What is the subscription price per share in iTonic Holdings Ltd’s April 2026 private placement?

The subscription price is US$0.20 per Class A ordinary share. At this price, the issuance of 100,000,000 Class A ordinary shares results in aggregate gross proceeds of approximately US$20,000,000 to iTonic upon closing of the private placement.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT DATED APRIL 16, 2026 BETWEEN IT 69.2 KB