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Pheton Holdings Ltd has appointed Fortune CPA, Inc. as its independent registered public accounting firm under an engagement letter dated December 8, 2025. The appointment was approved by the company’s audit committee of the board of directors, confirming board-level authorization of Fortune CPA’s role as the external auditor for the company.
Pheton Holdings Ltd (PTHL) submitted a Form 6-K related to its 2025 Annual General Meeting of Shareholders. The filing primarily serves to furnish key shareholder materials for that meeting.
The submission includes the notice and proxy statement for the annual meeting, as well as the Third Amended and Restated Memorandum of Association and Third Amended and Restated Articles of Association of iTonic Holdings Ltd. The report is signed by Chief Executive Officer and Chairman Jianfei Zhang on behalf of the company.
Pheton Holdings Ltd reported governance changes. Independent director Edward C Ye resigned effective immediately for personal reasons, with no disagreement cited. The board appointed Richard Wee Yong Seow as an independent director, and named him to the Audit, Nomination & Corporate Governance, and Compensation Committees. He will replace Swee Leng Seng as chair of the Compensation Committee, while Mr. Swee Leng Seng becomes chair of the Audit Committee. The Company states Mr. Seow meets Nasdaq and SEC independence standards, and Mr. Swee Leng Seng is an SEC-defined “audit committee financial expert.” The Company entered into an indemnification agreement with Mr. Seow.
Pheton Holdings Ltd (PTHL) reported it received a Nasdaq notice that its Class A ordinary shares failed the minimum bid price requirement under Listing Rule 5550(a)(2) after trading below $1.00 for 30 consecutive business days. The notice does not trigger immediate delisting, and the shares continue trading under “PTHL.”
The company has 180 calendar days, until April 20, 2026, to regain compliance. If the closing bid is at least $1.00 for a minimum of 10 consecutive business days during this period, Nasdaq will confirm compliance. If compliance is not regained by that date, Pheton may qualify for an additional 180‑day grace period if it meets other Nasdaq Capital Market initial listing standards (except bid price) and notifies Nasdaq of its plan to cure, which may include a reverse stock split.
Pheton Holdings Ltd has entered a five-year Advisory Services Agreement with Comane International Group Ltd to support mergers and acquisitions and broader corporate development work. The advisor will help with market research, capital restructuring plans, deal structuring, valuation, due diligence, regulatory communications, and coordination with other professionals.
As compensation, Pheton agreed to issue Warrants to purchase up to 4,000,000 Class A ordinary shares at an exercise price of US$0.80 per share, expiring five years from issuance. The Warrants cannot be exercised until six months after the Agreement and only with written consent from the Chief Executive Officer, who must determine in good faith, after consulting the Board if needed, that the services have been satisfactorily performed. Either party can terminate the Agreement with 30 days’ notice, in which case unexercised Warrants are returned and cancelled, and any exercised but unearned portion is subject to clawback treatment defined in the Agreement.
Pheton Holdings Ltd has agreed to acquire 30% of Geri-Safe, Ltd. through a stock purchase agreement. Pheton will pay for this minority stake by issuing 4,000,000 newly issued Class A ordinary shares to the selling shareholders.
Geri-Safe develops advanced medical device technologies, operates with an asset-light model, holds FDA 510(k) Class I clearance obtained in 2019, and owns a patent portfolio covering hardware, software and related designs. The new Pheton shares, related warrants, and the Class A ordinary shares issuable upon warrant exercise will be issued as unregistered securities under exemptions including Section 4(a)(2), Rule 506(b) of Regulation D, and Regulation S. Closing depends on customary conditions and is subject to risks such as possible failure to complete the transaction, legal proceedings, regulatory approvals and potential termination of the agreement.
Pheton Holdings Ltd entered into a stock purchase agreement to acquire 51% of the outstanding shares of iTonic Corporation, a provider of a home health platform that integrates medication dispensing, supply chain management, virtual care, and patient monitoring. As consideration, Pheton agreed to issue 4,000,000 newly issued Class A ordinary shares and warrants to purchase up to 3,000,000 Class A ordinary shares to the selling shareholders.
The consideration shares will be locked up and released only if iTonic meets agreed performance milestones tied to sales volume and sales revenue, measured quarterly beginning January 1, 2026. The warrants are also subject to milestone-based exercisability. The transaction is subject to customary closing conditions and may not close if those conditions are not satisfied.
The consideration shares, the warrants, and the Class A ordinary shares issuable upon warrant exercise will be issued in a private placement, relying on exemptions from registration under Section 4(a)(2) and Rule 506(b) of Regulation D and Regulation S for offers and sales outside the U.S.