BIOT 6-K
Instinct Bio Technical Co Holdings Inc. (BIOT)
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 July 2026
Commission File Number: 001-43415
Instinct Bio Technical Company Holdings Inc.
(Registrant’s Name)
3rd Floor West Side Gotanda bldg.
6-2-7 Nishi Gotanda, Shinagawa-ku,
Tokyo 1410031, Japan
(Address of Principal Executive Offices)
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 x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Information Contained in this Form 6-K Report
On July 30, 2026, Instinct Bio Technical Company Holdings Inc. (the “Company”) announced a strategic collaboration with Invitrx Therapeutics, Inc. relating to the expansion of the GENRÊVER brand into the United States market and the parties’ intention to explore opportunities relating to regenerative medicine initiatives in Indonesia. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in this Report on Form 6-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
INDEX TO EXHIBIT
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated July 30, 2026 |
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.
| Instinct Bio Technical Company Holdings Inc. | ||
|---|---|---|
| Date: July 31, 2026 | By: | /s/ Tomoki Nagano |
| Name: | Tomoki Nagano | |
| Title: | Chief Executive Officer and Director |
Exhibit 99.1
InstinctBio Announces Strategic Collaboration with INVITRX to Expand GENRÊVER into U.S. and Advance Indonesia Regenerative Medicine Initiatives
Collaborationcombines Japanese product innovation, U.S. GMP manufacturing capabilities and regenerative medicine expertise to support the next phaseof Instinct Bio's international growth
NEWYORK, NY and TOKYO, JAPAN - July 30, 2026 - INSTINCT BIO TECHNICAL COMPANY HOLDINGS INC. (Nasdaq: BIOT) ("Instinct Bio" or the "Company") today announced that its subsidiaries, Instinct Brothers Co., Ltd. and Artisans Production Co., Ltd., have entered into a Memorandum of Agreement (the "MOA") with Invitrx Therapeutics, Inc.("INVITRX"), establishing a strategic framework to advance two proposed workstreams: (i) the manufacture and sale of GENRÊVER cosmetic products in the United States and (ii) the potential supply of concentrated exosomes and conditioned media for clinics and an in-hospital cell processing center and laboratory in Indonesia.
StrategicHighlights
| · | Builton a proven six-year relationship. The collaboration builds upon a commercial relationship under which Instinct Bio has sourced certain<br>principal raw materials from INVITRX for approximately six years for use in certain of the Company's products under its quality assurance<br>and quality control processes. The Company believes this existing commercial relationship may facilitate coordination between the parties<br>as they evaluate the proposed collaboration. |
|---|---|
| · | ExpandingGENRÊVER into the U.S. Under the proposed collaboration, Instinct Bio intends to license the GENRÊVER trademark,<br>Artisans Production will contribute its proprietary formulations and raw materials, and INVITRX is expected to manufacture GENRÊVER<br>products at its U.S. GMP manufacturing facility. The parties intend to position GENRÊVER as a premium Japanese cosmetics brand<br>for the U.S. market, subject to applicable regulatory requirements. |
| --- | --- |
| · | SupportingIndonesia's Emerging Regenerative Medicine Ecosystem. The parties also intend to collaborate on initiatives supporting proposed clinics<br>and an in-hospital cell processing center and laboratory in Indonesia. Subject to applicable regulatory requirements, INVITRX is<br>expected to supply concentrated exosomes and conditioned media, while the parties evaluate opportunities to establish a localized regenerative<br>medicine platform in one of Asia's rapidly growing healthcare markets. |
| --- | --- |
| · | AdvancingThrough Regulatory and Commercial Milestones. The parties intend to negotiate definitive commercial agreements covering manufacturing,<br>supply, commercialization and other operating arrangements while progressing the regulatory assessments required for each proposed initiative. |
| --- | --- |
TomokiNagano, Chief Executive Officer of Instinct Bio, stated:
"Thiscollaboration represents an important step in our strategy to expand Instinct Bio’s international platform. By bringing togetherthe GENRÊVER brand, Artisans Production’s proprietary formulations and INVITRX’s U.S. GMP manufacturing capabilities,we believe we are creating a strong foundation for future growth in both the United States and Southeast Asia. We are excited about theopportunities ahead and look forward to working closely with our partners as we advance these initiatives."
AboutInstinct Bio
Instinct Bio is a biotechnology company focused on regenerative medicine, longevity-related technologies and advanced therapeutic platforms. The Company is committed to developing innovative solutions intended to address unmet medical needs and support long-term human health outcomes.
For more information, please visit the Company’s website at https://instinct-biot.com/
AboutINVITRX
Invitrx Therapeutics, Inc. is a U.S.-based biotechnology company that operates a GMP manufacturing facility and develops and supplies cell-derived biological materials, including concentrated exosomes and conditioned media.
Forward-LookingStatements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the proposed collaboration with INVITRX, the negotiation and execution of definitive agreements, the proposed manufacture and commercialization of GENRÊVER cosmetic products in the United States, the proposed development of clinics and an in-hospital cell processing center and laboratory in Indonesia, the potential supply of concentrated exosomes and conditioned media, regulatory approvals and compliance, and the Company's business strategy, growth initiatives and future operating plans.
These forward-looking statements are based on the Company's current expectations, assumptions and projections and involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the parties' ability to negotiate and execute definitive agreements, obtain required regulatory approvals, satisfy applicable legal and regulatory requirements, successfully develop and commercialize the contemplated products and services, market acceptance, manufacturing and supply chain risks, changes in applicable laws or regulations, and the other risks described in the Company's filings with the U.S. Securities and Exchange Commission.
The MOA described in this press release establishes a framework for the parties to negotiate definitive agreements, and there can be no assurance that such definitive agreements will be entered into or that the proposed collaboration or any of the contemplated initiatives will be completed or implemented.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this press release.
ContactInformation
INSTINCTBIO TECHNICAL COMPANY HOLDINGS INC.
Email: [email protected]
Website: https://instinct-biot.com/