YD Bio Limited reported significant changes to its Board of Directors initiated by its majority shareholders. YD Biopharma Holding Limited and EG Biomed Limited, whose combined holdings represent a majority of the company’s voting rights, delivered a shareholders’ written consent removing four directors and appointing two new ones, effective December 30, 2025. Former directors Joe Douglas Ramsey, Albert Scott McLelland, Michaela Ann Griggs and Janet Hall were removed, while Dr. Kochi Chang and Dr. Shao-Da Lu joined the Board. Both new directors bring long-standing medical and healthcare-related leadership experience, including clinical practice, association leadership and medical device industry roles.
YD Bio Limited furnished an investor presentation outlining its plan to build an integrated biotechnology ecosystem and sharing recent financial performance.
Net revenue increased by $160,229 thousand, or 46%, from $350,131 thousand for the year ended December 31, 2023 to $510,360 thousand for the year ended December 31, 2024. In 2024, medical and related products contributed 57.4% of revenue, drugs 28.1%, nutritional products 8.2%, and supplements 6.3%.
Gross profit was $153,445 thousand in 2023 and $155,356 thousand in 2024. The presentation describes four main platforms in regulated diagnostics, ocular health commercialization, life science distribution, and wellness, along with planned U.S.-anchored operations, clinical trial services, manufacturing, and selective M&A to support a long-term, partner-driven growth model.
YD Bio Limited reported a change in its independent auditor. On December 24, 2025, the board’s audit committee dismissed ARK Pro CPA & Co as the company’s independent registered public accounting firm and, effective the same day, approved MaloneBailey, LLP as the new auditor. ARK Pro had been appointed only in September 2025 for the fiscal year ending December 31, 2025.
The company states that from September 17, 2025 through December 24, 2025, it had no disagreements with ARK Pro on accounting principles, financial statement disclosure, or audit scope and procedures that would have required mention in ARK Pro’s reports. ARK Pro provided a letter to the SEC agreeing with the company’s description of its relationship with the firm in the first three paragraphs of the disclosure.
YD Bio Limited has filed a prospectus covering a mixed offering linked to its recent business combination with Breeze Holdings. The company is registering up to 11,500,000 Ordinary Shares issuable upon exercise of Public Warrants at an exercise price of $11.50 per share, and registering for resale 59,136,934 existing Ordinary Shares plus 5,425,000 Ordinary Shares issuable upon exercise of Private Warrants held by selling shareholders.
YD Bio will not sell shares directly in this offering and will not receive proceeds from shareholder resales. It would receive up to $132,250,000 from full cash exercise of the Public Warrants and up to $62,387,500 from full cash exercise of the Private Warrants, but the Warrants may expire unexercised. As of November 14, 2025, 70,521,359 Ordinary Shares were outstanding, rising to 87,437,359 if all registered Warrants are exercised. The shares trade on Nasdaq’s Global Market under the symbol YDES, and the prospectus highlights that investing in these securities involves a high degree of risk.
YD Bio Limited reported changes to its board and audit committee. On October 27, 2025, the board accepted the resignation of independent director and Audit Committee chair Joseph Hing Lung Tseng, who left purely for personal reasons and not due to any disagreement with the company. On November 13, 2025, the board appointed Jerry Yin-Chia Lee as an independent director and new Audit Committee chair. Mr. Lee is an experienced finance professional and founder of Gravity Capital Investment Company, with extensive board roles in biotech and healthcare companies. The company also disclosed that Jan Hall no longer qualifies as an independent director, and under Nasdaq Listing Rule 5605(c)(4)(B) the company has 180 days from the notice date to regain compliance with Nasdaq’s audit committee independence requirements.
YD Bio Limited filed Amendment No. 1 to its Form F-1. The filing registers the issuance of up to 11,500,000 ordinary shares upon exercise of Public Warrants and the resale of up to 59,136,934 ordinary shares plus 5,425,000 shares issuable upon exercise of Private Warrants by selling shareholders. The company is not selling securities in this prospectus.
YD Bio will not receive proceeds from shareholder resales; it would receive cash only if warrants are exercised, including $132,250,000 from Public Warrants and $62,387,500 from Private Warrants if fully exercised in cash. Ordinary shares outstanding were 70,521,359 as of October 22, 2025; assuming full warrant exercises, outstanding shares would be 87,437,359.
The business focuses on blood-based cancer detection and stem cell/exosome therapeutics. Key risks include heavy reliance on licenses from EG BioMed and 3D Global (with royalties and milestones), regulatory uncertainty for lab‑developed tests, customer concentration (Alcon and Novartis ~55% of 2024 revenue), manufacturing dependence on third parties, and potential HFCAA/PCAOB audit inspection constraints. Ordinary shares trade on Nasdaq as “YDES.”
YD Bio Limited reports that Chief Operating Officer Ms. May Tsai resigned on September 24, 2025 for personal health reasons. The company states her departure was not due to any disagreement over operations, policies, or practices and has begun searching for a new COO.
Following her resignation, YD Bio engaged Ms. Nina Wu as a strategic consultant to support investor communications and manage interactions with capital markets, drawing on her prior roles in real estate and investment promotion in Taiwan.
YD Bio also highlights a Form F-1 registration statement filed on September 23, 2025 to register ordinary shares held by certain shareholders and shares issuable upon exercise of private placement warrants, and plans to amend it to register ordinary shares underlying its publicly traded warrants listed as YDESW. The public warrants will only become exercisable once the amended registration statement is declared effective, while during any period when the registration covering the underlying ordinary shares is not effective, including after the 60th business day following the business combination closing, holders may exercise on a cashless basis.
YD Bio Limited reports a change in its independent auditor. On September 16, 2025, the company ended its engagement with CBIZ CPAs P.C. as its independent registered public accounting firm, with the decision approved by both the audit committee and the board of directors.
CBIZ CPAs’ reports on YD Bio’s consolidated financial statements since inception on February 6, 2024 contained no adverse or disclaimed opinions and were not qualified, although they included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern. The company states there were no disagreements with CBIZ CPAs on accounting, disclosure, or audit matters, and none of the specified reportable events under Item 16F of Form 20-F occurred.
Effective September 17, 2025, YD Bio engaged ARK Pro CPA & Co as its new independent registered public accounting firm for the fiscal year ending December 31, 2025, with no prior consultations on accounting or audit opinions reported.