POMDOCTOR converts $15M owed to CEO into shares

The conversion fully discharged the stated debt, with shares delivered to recipients designated by chairman and chief executive officer Zhenyang Shi.

Available on EDGAR 11/04/2026 - 05:25 PM EST Accepted by SEC EDGAR 11/04/2026 - 05:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

POMDOCTOR Ltd issued 33,185,841 Class A ordinary shares on November 4, 2026, at US$0.452 per share under an agreement to convert RMB100,053,000 of debt owed by its PRC operating entity, Guangzhou Qilekang Digital Health Medical Technology Co., Ltd., to chairman and chief executive officer Zhenyang Shi. The debt amount represents US$15,000,000 at the stipulated rate of US$1.00 to RMB6.6702, and was fully satisfied and discharged.

At Mr. Shi’s irrevocable direction, the shares were issued to recipients he designated and counted as if issued directly to him for purposes of the conversion; the arrangement was also made at his request to apply shares toward certain personal indebtedness owed by him. Disinterested members of the Audit Committee and disinterested directors approved the transaction. The shares were issued offshore under Regulation S, are unregistered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption.

Key Figures

Class A ordinary shares issued: 33,185,841 shares Conversion price: US$0.452 per share Indebtedness satisfied: RMB100,053,000 +2 more

5 metrics

Class A ordinary shares issued 33,185,841 shares Issued November 4, 2026

Conversion price US$0.452 per share Debt conversion agreement

Indebtedness satisfied RMB100,053,000 Debt owed by Qilekang to Zhenyang Shi

Stated US dollar equivalent US$15,000,000 At the stipulated exchange rate

Stipulated exchange rate US$1.00 to RMB6.6702 Used for the stated US dollar equivalent

Key Terms

Debt Conversion Agreement, conversion price, Regulation S, offshore transactions, +1 more

5 terms

Debt Conversion Agreement financial

"entered into a Debt Conversion Agreement"

conversion price financial

"at a conversion price of US$0.452 per Share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

Regulation S regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

offshore transactions regulatory

"issued in offshore transactions"

par value financial

"par value US$0.001 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares did POM issue in its debt conversion?

POM issued 33,185,841 Class A ordinary shares on November 4, 2026, at US$0.452 per share. The shares were issued under the debt conversion agreement.

What debt did POM's share issuance convert?

The shares satisfied RMB100,053,000 of debt owed by Guangzhou Qilekang Digital Health Medical Technology Co., Ltd. to Zhenyang Shi. The amount represents US$15,000,000 at the stipulated exchange rate of US$1.00 to RMB6.6702.

Who received the shares in POM's debt conversion?

At Zhenyang Shi’s irrevocable direction, the shares were issued to recipients he designated. For the debt conversion, those issuances counted as if the shares had been issued directly to him and satisfied the corresponding portion of the conversion amount.

Were the POM shares in the debt conversion registered in the United States?

The shares were issued in offshore transactions in reliance on Regulation S and were not registered under the Securities Act. They may not be offered or sold in the United States absent registration or an applicable exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

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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 November 2026

Commission File Number: 001-42749

POMDOCTOR LIMITED

(Exact name of registrant as specified in its charter)

Yongxu Industrial Park No. 19-23 Hejing Road
Dongsha Street, Liwan District
Guangzhou 510000
People’s Republic of 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 ☐

Entry into Debt Conversion Agreement

On November 2, 2026, POMDOCTOR LIMITED (the “Company”), entered into a Debt Conversion Agreement (the “Agreement”) with Guangzhou Qilekang Digital Health Medical Technology Co., Ltd., the Company’s PRC operating entity (“Qilekang”), and Zhenyang Shi, the Company’s chairman and chief executive officer (“Mr. Shi”). Pursuant to the Agreement, the Company agreed to issue an aggregate of 33,185,841 Class A ordinary shares, par value US$0.001 per share (the “Shares”), at a conversion price of US$0.452 per Share, to satisfy RMB100,053,000 of indebtedness owed by Qilekang to Mr. Shi (the “Conversion Amount”). The Conversion Amount represents US$15,000,000 at the stipulated exchange rate of US$1.00 to RMB6.6702.

On November 4, 2026, the Company issued all 33,185,841 Shares in accordance with the Agreement. The Shares were issued directly to the recipients, and in the respective amounts, set forth in Schedule A to the Agreement pursuant to Mr. Shi’s irrevocable direction. Issuances to Mr. Shi’s designated recipients were treated, for purposes of the debt conversion, as if the Shares had been issued directly to Mr. Shi and satisfied the corresponding portion of the Conversion Amount. The designated-recipient arrangement was made at Mr. Shi’s request to apply Shares toward satisfaction of certain personal indebtedness owed by him. Upon completion of the issuance, the Conversion Amount was fully satisfied and discharged.

The transaction was reviewed and approved by the disinterested members of the Company’s Audit Committee and by the disinterested directors of the Company’s board of directors.

The Shares were issued in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is furnished as Exhibit 10.1 to this Report on Form 6-K.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Debt Conversion Agreement, dated November 2, 2026, by and among POMDOCTOR LIMITED, Guangzhou Qilekang Digital Health Medical Technology Co., Ltd. and Zhenyang Shi.

1

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.

	POMDOCTOR LIMITED
	By:	/s/ Zhenyang Shi
	Name:	Zhenyang Shi
	Title:	Chairman and Chief Executive Officer
	Date:	November 4, 2026

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 DEBT CONVERSION AGREEMENT, DATED NOVEMBER 2, 2026, BY AND AMONG POMDOCTOR LIMITE 44.0 KB