Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
On January 22, 2026, Mr. Yun Fai Wong tendered
to iTonic Holdings Ltd (the “Company”) his resignation as an independent director of the Company, effectively immediately.
Mr. Wong’s resignation was due to personal
reasons, and not as a result of any disagreement between Mr. Wong and the Company on any matter relating to the Company’s operations,
policies or practices.
Concurrently with the resignation of Mr. Wong,
the board of directors of the Company appointed Mr. Bin Wu to succeed Mr. Wong as a new independent director of the Company on January
22, 2026. Mr. Wu was also appointed to succeed Mr. Wong as a member of the Audit Committee, the Corporate Governance and Nominating Committee
and the Compensation Committee of the Company and will replace Mr. Yun Fai Wong as the chair of the Corporate Governance and Nominating
Committee. Mr. Bin Wu will become the new chair of the Corporate Governance and Nominating Committee. Mr. Wu graduated from Wuhan University
in July 1987 and obtained a Master of Business Administration from Duke University.
The Company believes that Mr. Bin Wu qualifies
as an independent director of the Company in accordance with Nasdaq Listing Rules and regulations of the Securities and Exchange Commission.
In connection with Mr. Wu’s appointment,
the Company has entered into a director agreement and an indemnification agreement with Mr. Wu.
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.
Exhibit 4.1
HYPERIDES
HOLDINGS LTD
FORM OF DIRECTOR AGREEMENT
This Director Agreement (the
“Agreement”) is made and entered into as of , by and between iTONIC HOLDINGS LTD, a Cayman Islands company
(the “Company”), and (Passport / ID Card No.: ) (the “Director”).
I.
SERVICES
1.1 Board
of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the “Board”),
effective as of , 2026 (the “Effective Date”), until the earlier of (i) the second anniversary of the effective
appointment of the Director, (ii) the date on which the Director ceases to be a member of the Board for any reason, or (iii) the date
of termination of this Agreement in accordance with Section 5.2 hereof (such earlier date being the “Expiration Date”).
The Board shall consist of the Director and such other members as are nominated and elected pursuant to the then-current Memorandum and
Articles of Association of the Company (the “Memorandum and Articles”).
1.2 Director
Services. The Director’s services to the Company hereunder shall include services on the Board and services on the audit committee
and the nominating and corporate governance committee of the Board in accordance with applicable law and stock exchange rules as well
as the Memorandum and Articles, and such other services mutually agreed to by the Director and the Company (the “Director Services”).
II.
COMPENSATION
2.1 Fees
to Director. The Director shall receive from the Company a cash payment in the amount of US$ for each quarter of the Director
Services, payable at the end of each quarter of the Director Services, until the Expiration Date.
2.2 Equity
Awards. Subject to approval by the Board, the Company agrees to grant to the Director for each year after the Effective Date, pursuant
to a then-effective share incentive plan of the Company (the “Plan”): options (the “Options”) of
the Company valued at US$ of the then-current fair market value. The Options shall in all respects be subject to the terms
and conditions of the Plan and the award agreement to be entered by and between the Company and Director.
2.3 Director
and Officer Liability Insurance. The Company shall maintain a customary director and officer liability insurance policy to insure
the Director against any losses incurred in lawsuits or other legal proceedings brought against the Director in connection with the Director
Services.
III. duties
of director
3.1 Fiduciary
Duties. In fulfilling his/her managerial responsibilities, the Director shall be charged with a fiduciary duty to the Company. The
Director shall be attentive and inform himself/herself of all material facts regarding a decision before taking any action. In addition,
the Director’s actions shall be motivated solely by the best interests of the Company.
3.2 Confidentiality.
During the Term of this Agreement, and for a period of one (1) year after the Expiration Date, the Director shall maintain in strict confidence
all information he/she has obtained or shall obtain from the Company that the Company has designated as “confidential” or
that is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial
or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or
trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii) is required
to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by the Director outside
of his/her relationship with the Company and its affiliates (the “Confidential Information”).
3.3 Non-disclosure
and Non-use Obligations. The Director will use the Confidential Information solely to perform the Director Services for the benefit
of the Company. The Director will treat all Confidential Information of the Company with the same degree of care as the Director treats
his/her own Confidential Information, and the Director will use his/her best efforts to protect the Confidential Information. The Director
will not use the Confidential Information for his/her own benefit or the benefit of any other person or entity, except as may be specifically
permitted in this Agreement. The Director will immediately give notice to the Company of any unauthorized use or disclosure by or through
him/her, or of which he/she becomes aware, of the Confidential Information. The Director agrees to assist the Company in remedying any
such unauthorized use or disclosure of the Confidential Information.
3.4 Return
of the Company Property. All materials furnished to the Director by the Company, whether delivered to the Director by the Company
or made by the Director in the performance of Director Services under this Agreement (the “Company Property”), are
the sole and exclusive property of the Company. The Director agrees to promptly deliver the original and any copies of the Company Property
to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, the Director
agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property.
The Director agrees to certify in writing that the Director has so returned or destroyed all such Company Property.
IV.
COVENANTS OF director
4.1 No
Conflict of Interest. During the Term of this Agreement, the Director shall not be employed by, own, manage, control or participate
in the ownership, management, operation or control of any business entities that is competitive with the Company, which are identified
on Exhibit A attached hereto (as amended and supplemented by the Company in its sole and absolute discretion from time to time),
or otherwise undertake any obligation inconsistent with the terms hereof, provided that Director may continue the Director’s
current affiliation or other current relationships with the entity or entities described on Exhibit B (all of which entities are
referred to collectively as “Current Affiliations”). This Agreement is subject to the current terms and agreements
governing the Director’s relationship with Current Affiliations, and nothing in this Agreement is intended to be or will be construed
to inhibit or limit any of the Director’s obligations to Current Affiliations. The Director represents that nothing in this Agreement
conflicts with the Director’s obligations to Current Affiliations. If the Director undertakes any duty, investment or other obligation
that may present a conflict of interest prohibited under this Section 4.1, the Director shall inform the Board in writing with ten (10)
days prior notice. If the Board decides such proposed new obligation would present an actual conflict of interest prohibited hereunder
and the Director still undertakes the new obligation, the Board shall have the right to remove the Director from the Board.
4.2 Non-interference
with Business. During the Term of this Agreement, and for a period of two (2) years after the Expiration Date, the Director agrees
not to interfere with the business of the Company in any manner. By way of example and not of limitation, the Director agrees not to solicit
or induce any employee, independent contractor, customer, supplier, or business partner of the Company to terminate or breach his/her/its
employment, contractual or other relationship with the Company.
V.
Term and Termination
5.1 Term.
This Agreement is effective as of the Effective Date as provided for in Section 1.1 above and will continue until the Expiration Date
(the “Term”).
5.2 Resignation.
The Director may terminate this Agreement at any time upon thirty (30) days prior written notice to the Company, or such shorter period
as agreed upon by the parties.
5.3 Survival.
The rights and obligations contained in Articles III and IV will survive any termination or expiration of this Agreement.
VI. Miscellaneous
6.1 Assignment.
Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon
and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, and assigns.
6.2 No
Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be
deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.
6.3 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated:
(i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile
transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested,
upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address
as either party may specify in writing.
6.4 Governing
Law. This Agreement shall be governed in all respects by the laws of the Cayman Islands without regard to conflicts of law principles
thereof.
6.5 Severability.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.
6.6 Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director
Services undertaken by the Director for the Company.
6.7 Amendments.
This Agreement may only be amended, modified or changed by an agreement signed by the Company and the Director. The terms contained herein
may not be altered, supplemented, or interpreted by any course of dealing or practices.
6.8 Counterparts.
This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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left blank.]
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
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EXHIBIT A
List of Company Competitors
EXHIBIT B
List of Director’s Current Affiliations
