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 October 2026
Commission File Number: 001-42263
iTonic Holdings Ltd
(Exact name of registrant as specified in its
charter)
Room 405, LongHu Hailanyinqing Industrial Park,
Building 6, No. 8 Beiyuan Xiaojie, 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 ☐
At the extraordinary general meeting (the “EGM”)
of shareholders of iTonic Holdings Ltd (the “Company”) held on September 9, 2026, shareholders approved, among other matters,
a 16-for-1 consolidation of the Company’s class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary
shares (the “Class B Ordinary Shares”) (the “Share Consolidation”) and a related increase in authorized share
capital. The Share Consolidation will combine every sixteen (16) issued and unissued Class A Ordinary Shares, par value US$0.0001 each,
into one (1) Class A Ordinary Share, par value US$0.0016, and every sixteen (16) issued and unissued Class B Ordinary Shares, par value
US$0.0001 each, into one (1) Class B Ordinary Share, par value US$0.0016.
The Share Consolidation will take effect at 12:01
a.m. Eastern Time on October 6, 2026 (the “Effective Date”), subject to completion of applicable corporate requirements
and The Nasdaq Stock Market LLC (“Nasdaq”) not objecting. Upon the opening of the market on October 6, 2026, the Company’s
Class A Ordinary Shares are expected to begin trading on The Nasdaq Capital Market on a post-Share Consolidation basis under the current
symbol “ITOC”. The new CUSIP number for the Class A Ordinary Shares following the Share Consolidation will be G71399110, replacing
the current CUSIP number G71399102.
The Share Consolidation will reduce the issued
and outstanding Class A Ordinary Shares from 109,382,000 to approximately 6,836,375 and the issued and outstanding Class B Ordinary Shares
from 7,668,000 to approximately 479,250. No fractional shares will be issued in connection with the Share Consolidation. Any fractional
entitlement resulting from the Share Consolidation will be rounded up to the next whole Class A Ordinary Share or Class B Ordinary Share,
as applicable.
Immediately following the Share Consolidation,
the Company’s authorized share capital will remain US$50,000, divided into 25,000,000 Class A Ordinary Shares and 6,250,000 Class
B Ordinary Shares, each of par value US$0.0016. The related share capital increase approved at the EGM will then increase the authorized
share capital to US$800,000, divided into 400,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares, each of par value
US$0.0016 (the “Share Capital Increase”). The Share Capital Increase creates additional authorized but unissued shares and
does not itself increase the number of shares outstanding. The fourth amended and restated memorandum and articles of association approved
at the EGM will take effect upon the Share Consolidation and the Share Capital Increase becoming effective.
Proportionate adjustments will be made, as applicable,
to the number of shares issuable and the exercise or conversion prices under any outstanding options, warrants and convertible or exchangeable
securities, and to share reserves under the Company’s equity incentive plans, in accordance with their respective terms.
The Share Consolidation is intended to increase
the trading price per Class A Ordinary Share to support the Company’s efforts to regain compliance with the US$1.00 minimum bid
price requirement under Nasdaq Listing Rule 5550(a)(2). As previously disclosed, Nasdaq granted the Company until October 19, 2026 to
regain compliance. There can be no assurance that the Share Consolidation will enable the Company to regain or maintain compliance with
Nasdaq’s listing requirements.
Attached as Exhibit 99.1 is the Company’s
press release dated October 2, 2026, titled “iTonic Holdings Ltd Announces 16-for-1 Share Consolidation Effective October 6, 2026.” This report on Form 6-K and Exhibit 99.1 are incorporated by reference into the Company’s registration statement on
Form F-3 (File No. 333-293241) and registration statement on Form S-8 (File No. 333-286673), and into each prospectus outstanding under
those registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 2, 2026 — iTonic Holdings Ltd Announces 16-for-1 Share Consolidation Effective October 6, 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.
Date: October 2, 2026
| |
iTonic Holdings Ltd |
| |
|
|
| |
By: |
/s/ Jianfei Zhang |
| |
Name: |
Jianfei Zhang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
iTonic Holdings Ltd Announces 16-for-1 Share
Consolidation Effective October 6, 2026
BEIJING, China, October 2, 2026 -- iTonic Holdings
Ltd (Nasdaq: ITOC) (the “Company”), a healthcare company developing digital medical technologies, today announced that at
the extraordinary general meeting (the “EGM”) held on September 9, 2026, shareholders approved, among other matters, a 16-for-1
consolidation of the Company’s class A ordinary shares (the “Class A Ordinary Shares”) and class B ordinary shares (the
“Class B Ordinary Shares”) (the “Share Consolidation”) and a related increase in authorized share capital. The
Share Consolidation will combine every sixteen (16) issued and unissued Class A Ordinary Shares, par value US$0.0001 each, into one (1)
Class A Ordinary Share, par value US$0.0016, and every sixteen (16) issued and unissued Class B Ordinary Shares, par value US$0.0001 each,
into one (1) Class B Ordinary Share, par value US$0.0016.
The Share Consolidation will take effect at 12:01
a.m. Eastern Time on October 6, 2026 (the “Effective Date”), subject to completion of applicable corporate requirements
and The Nasdaq Stock Market LLC (“Nasdaq”) not objecting. Upon the opening of the market on October 6, 2026, the Company’s
Class A Ordinary Shares are expected to begin trading on The Nasdaq Capital Market on a post-Share Consolidation basis under the current
symbol “ITOC”. The new CUSIP number for the Class A Ordinary Shares following the Share Consolidation will be G71399110, replacing
the current CUSIP number G71399102.
The Share Consolidation will reduce the issued
and outstanding Class A Ordinary Shares from 109,382,000 to approximately 6,836,375 and the issued and outstanding Class B Ordinary Shares
from 7,668,000 to approximately 479,250. No fractional shares will be issued in connection with the Share Consolidation. Any fractional
entitlement resulting from the Share Consolidation will be rounded up to the next whole Class A Ordinary Share or Class B Ordinary Share,
as applicable.
Immediately following the Share Consolidation,
the Company’s authorized share capital will remain US$50,000, divided into 25,000,000 Class A Ordinary Shares and 6,250,000 Class
B Ordinary Shares, each of par value US$0.0016. The related share capital increase approved at the EGM will then increase the authorized
share capital to US$800,000, divided into 400,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares, each of par value
US$0.0016 (the “Share Capital Increase”). The Share Capital Increase creates additional authorized but unissued shares and
does not itself increase the number of shares outstanding. The fourth amended and restated memorandum and articles of association approved
at the EGM will take effect upon the Share Consolidation and the Share Capital Increase becoming effective.
Proportionate adjustments will be made, as applicable,
to the number of shares issuable and the exercise or conversion prices under any outstanding options, warrants and convertible or exchangeable
securities, and to share reserves under the Company’s equity incentive plans, in accordance with their respective terms.
The Share Consolidation is intended to increase
the trading price per Class A Ordinary Share to support the Company’s efforts to regain compliance with the US$1.00 minimum bid
price requirement under Nasdaq Listing Rule 5550(a)(2). As previously disclosed, Nasdaq granted the Company until October 19, 2026 to
regain compliance. There can be no assurance that the Share Consolidation will enable the Company to regain or maintain compliance with
Nasdaq’s listing requirements.
About iTonic Holdings Ltd
iTonic Holdings Ltd (Nasdaq: ITOC) is a technology-driven
healthcare company focused on developing innovative digital medical solutions. Through strategic investments and technology partnerships,
the Company seeks to advance healthcare transformation through artificial intelligence, automation and intelligent data platforms. For
more information, please visit: http://www.ftzy.com.cn/ir/overview.php
Forward-Looking Statements
This press release contains forward-looking statements
under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. These include statements about the anticipated timing
and implementation of the Share Consolidation, the Share Capital Increase and the amended and restated memorandum and articles of association;
the number of shares outstanding after the Share Consolidation; post-consolidation trading and share prices; and the Company’s ability
to regain or maintain compliance with Nasdaq’s listing requirements. Such statements reflect current expectations and assumptions
and are subject to risks and uncertainties. Actual outcomes could differ materially because of delays in completing corporate or market
implementation requirements, changes in the number of outstanding shares, market conditions, trading volatility, the Company’s financial
and operating performance, and the risks described in the Company’s most recent annual report on Form 20-F and other SEC filings.
Forward-looking statements speak only as of the date made. The Company undertakes no obligation to update them, except as required by
law.
Investor Relations Contact
iTonic Holdings Ltd
Investor Relations
Email: ir@ftzy.com.cn
LLYC
Jackson Lin
Phone: +1-646-717-4593
Email: jian.lin@llyc.global
