US$20M private placement: iTonic Holdings (NASDAQ: ITOC) issues 100M shares

Rhea-AI Filing Summary

iTonic Holdings Ltd has agreed to a March 2026 private placement of 100,000,000 Class A ordinary shares at US$0.20 per share, for aggregate gross proceeds of about US$20,000,000 to the company. The transaction is expected to close in April 2026, subject to the conditions in the subscription agreement.

The new shares will be subject to a six-month lock-up period from issuance, limiting immediate resale. This report is also incorporated by reference into iTonic’s existing Form S-8 and effective Form F-3 registration statements.

Insights

Equity capital markets analyst

iTonic raises US$20M via locked-up private share sale.

iTonic Holdings Ltd is using a private placement to issue 100,000,000 new Class A ordinary shares at US$0.20, bringing in approximately US$20,000,000 in gross proceeds. The deal is expected to close in April 2026, subject to conditions in the subscription agreement.

The six-month lock-up on the newly issued shares reduces immediate selling pressure, which can help trading stability right after issuance. However, once the lock-up ends, additional supply could reach the market depending on investor behavior.

The contents are incorporated by reference into the company’s Form S-8 and effective Form F-3, which ties this financing disclosure into existing U.S. registration statements. Subsequent disclosures around closing in April 2026 and any use of proceeds details will further clarify the capital structure impact.

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 March, 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 ☐

March 2026 Private Placement

On March 23, 2026, iTonic Holdings Ltd (the “Company”) entered into a private placement subscription agreement (the “Subscription Agreement”) with certain investors for a private placement offering (the “March 2026 Private Placement”) of 100,000,000 Class A ordinary shares of par value $0.0001 per share (the “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 March 2026 Private Placement is expected to close in April 2026, subject to satisfaction or waiver of the conditions precedent set forth in the Subscription Agreement. The Class A Ordinary Shares issued in the March 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, 2026.

1

Exhibits

Exhibit No.		Description
10.1		Form of Private Placement Subscription Agreement dated March 23, 2026 between iTonic Holdings Ltd and Purchasers

2

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: March 24, 2026	By:	/s/ Jianfei Zhang
	Name:	Jianfei Zhang
	Title:	Chief Executive Officer and Chairman of the Board of Directors

3

FAQ

What did iTonic Holdings Ltd (ITOC) announce in its March 2026 Form 6-K?

iTonic Holdings announced a private placement of 100,000,000 Class A ordinary shares at US$0.20 per share, raising about US$20,000,000 in gross proceeds. The transaction is expected to close in April 2026, subject to conditions in the subscription agreement.

How much capital will iTonic Holdings (ITOC) raise in the March 2026 private placement?

The company plans to raise approximately US$20,000,000 in gross proceeds. This comes from issuing 100,000,000 Class A ordinary shares at a subscription price of US$0.20 per share under a private placement subscription agreement signed on March 23, 2026.

What are the key terms of iTonic Holdings’ March 2026 private placement?

The private placement covers 100,000,000 Class A ordinary shares at US$0.20 per share, for about US$20,000,000 in gross proceeds. The new shares carry a six-month lock-up from issuance, and closing is expected in April 2026, subject to contractual conditions.

When is the iTonic Holdings (ITOC) March 2026 private placement expected to close?

The private placement is expected to close in April 2026. Completion depends on satisfaction or waiver of conditions precedent set out in the March 23, 2026 subscription agreement between iTonic Holdings Ltd and the participating investors.

Is there a lock-up period on the new iTonic Holdings (ITOC) shares from the private placement?

Yes. The Class A ordinary shares issued in the March 2026 private placement are subject to a six-month lock-up period from the date of issuance. This restricts investors from selling these shares during that initial six-month window.

How does the March 2026 Form 6-K relate to iTonic Holdings’ existing SEC registrations?

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 effective Form F-3 registration statement (File No. 333-293241), integrating this financing disclosure into those broader offerings.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT DATED MARCH 23, 2026 BETWEEN IT 113.7 KB