iTonic Holdings Ltd 20-F/A for FY2025
iTonic Holdings Ltd (ITOC)
About this 20-F/A
iTonic Holdings Ltd filed this 20-F/A on April 2, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $523.03K
- up 16.7% from $448.2K a year earlier
- Net loss
- $5.1M
- compared with a net loss of $660.59K a year earlier
- Diluted EPS
- -$0.32
- compared with -$0.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
An aggregate of
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large-accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large-accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large-accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D 1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
| * | If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ |
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (this “Amendment”) amends the annual report on Form 20-F of iTonic Holdings Ltd (the “Company” or “our”) for the year ended December 31, 2025, which was filed with the U.S. Securities and Exchange Commission on March 30, 2026 (the “Original Report”). This Amendment is being filed solely to amend an inadvertent error in the Marcum Asia CPAs LLP’s Report of Independent Registered Public Accounting Firm to correct the date of that report from March 30, 2025 to March 20, 2025. The amendments appear on pages F-3.
As required by Rule 12b-15 under the Exchange Act, as amended, new certifications by our principal executive officer and principal financial officer are being filed as Exhibits 12.1, 12.2, 13.1 and 13.2 to this Amendment.
This Amendment does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way except as described above or herein. No other changes have been made to the Original Report. The filing of this Amendment should not be understood to mean that any statements contained in the Original Report, as amended by this Amendment, are true or complete as of any date subsequent to the original filing date of the Original Report.
TABLE OF CONTENTS
| PART III | ||
| ITEM 17. | FINANCIAL STATEMENTS | 1 |
| ITEM 18. | FINANCIAL STATEMENTS | 1 |
| ITEM 19. | EXHIBITS | 1 |
i
Part III
Item 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of iTonic Holdings Ltd, and its operating entities are included at the end of this annual report.
Item 19. EXHIBITS
EXHIBIT INDEX
| Exhibit No. | Description | |
| 12.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 12.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 13.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 13.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| iTonic Holdings Ltd | ||
| By: | /s/ Jianfei Zhang | |
| Jianfei Zhang | ||
|
Chief Executive Officer and Chairman of the Board of Directors | ||
| Date: April 2, 2026 | ||
2
ITONIC HOLDINGS LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
iTonic Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of iTonic Holdings Ltd. (formerly Pheton Holdings Ltd) (“the Company”) as of December 31, 2025, and the related consolidated statements of operations and comprehensive loss (income), changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations. Therefore, the Company has stated substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Going Concern
As described further in Note 2 to the financial statements, the Company financial statements are prepared assuming that the Company will continue as a going concern.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and the risk of bias in management’s judgments and assumptions in estimating these cash flows.
Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
We reviewed the Company’s working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance date. This testing included the inquiries with management, analyzing the subsequent company financial position, and consideration the positive and negative evidence impacting management’s arrangements in place as of the report date.
/s/
We have served as the Company’s auditor since 2025.
March 30, 2026
PCAOB #
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
iTonic Holdings Ltd (formerly Pheton Holdings Ltd)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of iTonic Holdings Ltd (formerly Pheton Holdings Ltd) (the “Company”) as of December 31, 2024, the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Marcum Asia CPAs LLP
We have served as the Company’s auditor from 2022 to 2025.
New York, New York
March 20, 2025
F-3
ITONIC HOLDINGS LTD
CONSOLIDATED BALANCE SHEETS
(All amounts are in USD, except for share and per share data, unless otherwise noted)
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Accounts receivable, net | ||||||||
| Advances to a related parties | ||||||||
| Inventories, net | ||||||||
| Prepayments and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Good will | ||||||||
| Other non-current assets | ||||||||
| Total Non-current Assets | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Currents Liabilities: | ||||||||
| Short-term bank loans | ||||||||
| Accounts payables | $ | $ | ||||||
| Contract liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Total Current Liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Total Non-current Liabilities | $ | $ | ||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies (Note 12) | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| *Class A ordinary shares, $ | ||||||||
| *Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Retained earnings/(Accumulated deficit) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Itonic Inc. shareholders’ equity | $ | $ | ||||||
| Non-controlling Interest | ||||||||
| Total shareholder’s Equity | $ | $ | ||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * |
F-4
ITONIC HOLDINGS LTD
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(All amounts are in USD, except for share and per share data, unless otherwise noted)
| For the Year Ended December 31, 2025 | For the Year Ended December 31, 2024 | For the Year Ended December 31, 2023 | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Selling and marketing | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Research and development | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other Income, net | ||||||||||||
| Government subsidy | ||||||||||||
| Other (expense) income, net | ( | ) | ||||||||||
| Total other income, net | ||||||||||||
| Loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax benefit (expense) | ( | ) | ||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Loss attributable to non-controlling interests | ( | ) | ||||||||||
| Net loss attributable to owners of the parent | ) | ( | ) | ( | ) | |||||||
| Other Comprehensive (Loss)/Income | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation adjustments, net of nil tax | ( | ) | ( | ) | ||||||||
| Total comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| *Weighted average number of ordinary shares used in per share calculation: | ||||||||||||
| Net income (loss) per ordinary share – Basic and diluted | ( | ) | ( | ) | ( | ) | ||||||
| * |
F-5
ITONIC HOLDINGS LTD
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(All amounts are in USD, except for share and per share data, unless otherwise noted)
| Class A Ordinary shares | Class B Ordinary shares | Additional paid-in | Statutory | Retained earnings / (Accumulated | Accumulated other comprehensive | Total Itonic Holdings shareholders’ | Non-controlling | Total shareholders’ | ||||||||||||||||||||||||||||||||||||
| *Shares | Amount | *Shares | Amount | capital | reserves | deficit) | income/(loss) | equity | Interest | equity | ||||||||||||||||||||||||||||||||||
| Balance at January 1, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||||||||
| Capital contribution | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||||
| Capital contribution | ||||||||||||||||||||||||||||||||||||||||||||
| Initial public offering, net | — | |||||||||||||||||||||||||||||||||||||||||||
| Deferred IPO costs | — | — | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
| Share-based payment | $ | — | $ | |||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Profit attributable to non-controlling interests | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of noncontrolling interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| * |
F-6
ITONIC HOLDINGS LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts are in USD, except for share and per share data, unless otherwise noted)
| For the Year Ended December 31, 2025 |
For the Year Ended December 31, 2024 |
For the Year Ended December 31, 2023 |
||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Financial expenses | ||||||||||||
| Share-based payment | ||||||||||||
| Gain on disposal of right-of-use assets | ( |
) | ||||||||||
| Amortization of right-of-use assets | ||||||||||||
| Provision for current expected credit losses | ||||||||||||
| Deferred income tax | ( |
) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( |
) | ( |
) | ||||||||
| Inventories | ( |
) | ||||||||||
| Prepayments and other current assets | ( |
) | ( |
) | ( |
) | ||||||
| Other non-current assets | ( |
) | ||||||||||
| Advance to a related party | ( |
) | ||||||||||
| Accounts payable | ( |
) | ||||||||||
| Accrued expenses and other current liabilities | ( |
) | ||||||||||
| Contract liabilities | ( |
) | ||||||||||
| Operating lease liabilities | ( |
) | ( |
) | ||||||||
| Net cash used in operating activities | ( |
) | ( |
) | ( |
) | ||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of short-term investments | ( |
) | ||||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||||||
| Cash received from acquisition | ||||||||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Capital contribution | ||||||||||||
| Initial public offering | ||||||||||||
| Receive repayment from related party | ||||||||||||
| Advances from related parties | ( |
) | ||||||||||
| Borrow from related parties | ||||||||||||
| Proceeds from bank loans | ||||||||||||
| Loans to realated parties | ( |
) | ||||||||||
| Repayments of due to related parties | ( |
) | ( |
) | ||||||||
| Repayment to bank loans | ( |
) | ( |
) | ||||||||
| Deferred IPO costs | ( |
) | ( |
) | ||||||||
| Cash paid for interest expenses | ( |
) | ||||||||||
| Net cash used in (provided by) financing activities | ( |
) | ||||||||||
| Effects of exchange rate changes on cash | ( |
) | ( |
) | ||||||||
| Net (increase) decrease in cash and cash equivalents | ( |
) | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of the year | ||||||||||||
| Cash, cash equivalents and restricted cash at end of the year | $ | $ | $ | |||||||||
| Cash and cash equivalents at end of the year | ||||||||||||
| Restricted cash at end of the year | ||||||||||||
| Total cash, cash equivalents and restricted cash at end of the year | ||||||||||||
| Supplemental cash flow information: | ||||||||||||
| Cash paid for interest expense | ||||||||||||
| Cash paid for income taxes | $ | $ | $ | |||||||||
| Supplemental disclosure of noncash information: | ||||||||||||
| Property and equipment converted from inventory | ||||||||||||
| Deferred IPO costs recognized as additional paid-in capital | ||||||||||||
| Derecognition of ROU assets and lease liabilities | ||||||||||||
| Fair value of contingent common stock and warrants issued as consideration for business acquisition | ||||||||||||
F-7
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATIONAL AND BASIS OF PRESENTATION
iTonic Holdings Ltd (the “Company” or “iTonic”, formal known as “Pheton Holdings Ltd”) was established under the laws of the Cayman Islands on November 2, 2022. The Company has no substantive operations other than holding all of the shares of Pheton BVI Ltd (“Pheton BVI”), which entity was established under the laws of the British Virgin Islands on November 22, 2022.
Pheton BVI is a holding Company holding all of the equity of Pheton (HK) Limited (“Pheton HK”), which was established under the laws of Hong Kong on December 14, 2022.
Pheton HK is a holding company holding all of the equity of Beijing Jinruixi Medical Technology Co., Ltd (“Jinruixi”), which was established under the laws of the People’s Republic of China on March 15, 2023.
Jinruixi acquired the entire equity interests in Beijing Feitian Zhaoye Technology Co., Ltd. (“Beijing Feitian”), which was established under the laws of the People’s Republic of China in 1998, is a healthcare solution provider dedicated to the development and commercialization of treatment software used for brachytherapy.
On March 27, 2023, iTonic completed a reorganization of entities under the common control of its then-existing shareholders, who collectively owned all of the equity interests of Pheton prior to the reorganization. Pheton, Pheton BVI, Pheton HK and Jinruixi were established as the holding companies of Beijing Feitian. All of these entities are under common control which results in the consolidation of Beijing Feitian which has been accounted as a reorganization of entities under common control at carrying value. The consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of Pheton. The shares and per-share information are presented on a retroactive basis to reflect the re-denomination and nominal issuance of shares effected on March 23, 2023.
On September 6, 2024, the Company consummated
the initial public offering of
On May 28, 2025, Beijing Feitian participated
in the establishment of Mili (Jiangsu) Medical Technology Co., Ltd (“Jiangsu Mili”), a company incorporated under the laws
of the People’s Republic of China specializing in healthcare solutions, and holds
On November 25, 2025, the Company acquired a
| Subsidiaries | Date of incorporation | Place of incorporation | Ownership | Principle activities | ||||
| Pheton (BVI) Ltd | ||||||||
| Pheton (HK) Limited | ||||||||
| Beijing Jinruixi Medical Technology Co., Ltd. | ||||||||
| Beijing Feitian Zhaoye Technology Co., Ltd. | ||||||||
| Mili (Jiangsu) Medical Technology Co., Ltd. | ||||||||
| iTonic Corporation |
F-8
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).
Going Concern
As of December 31, 2025, the Company
incurred a net loss of $
Principles of consolidation
The consolidated financial statements include
the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated on consolidation. A
subsidiary is an entity in which (i) the Company directly or indirectly controls more than
Use of Estimates
In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for doubtful accounts, the realizability of deferred income tax assets and cost of assurance-type warranty. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions.
The Company is required to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
F-9
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash and Cash Equivalents
Cash and cash Equivalents represent cash on hand, time deposits and highly liquid investments placed with banks or other financial institutions, which are unrestricted as to withdrawal and use, and which have original maturities of three months or less.
Restricted Cash
Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Company’s restricted cash is substantially cash balance in designated bank accounts as security for payment processing. Restriction on the use of such cash and the interest earned thereon is imposed by the banks and remains effective throughout the term of the security period. Upon maturities of the security period, the bank’s deposits are available for general use by the Company.
Short-term Investment
Short-term investments include wealth management products, which are certain deposits with principal not guaranteed with certain financial institutions and the Company can redeem the deposits at any time. The Company records wealth management products with maturities less than one year at fair value in accordance with ASC 825 Financial Instruments.
As of December 31, 2024 and 2025, the Company
had short-term investments balance of and $
Fair Value of Financial Instruments
Fair Value of Financial Instruments – the Company adopted SFAS ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
| ● | Level one – Quoted market prices in active markets for identical assets or liabilities; |
| ● | Level two – Inputs other than level one inputs that are either directly or indirectly observable; and |
| ● | Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use. |
The Company’s financial instruments consist principally of cash and cash equivalents, restricted cash, short-term investments, non-current financial investments, accounts receivable, accounts payable, short-term debts, notes payable and other liabilities.
Fair value measurements
The Company applies ASC 820, Fair Value Measurements and Disclosures, (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.
F-10
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 — Observable inputs such as quoted prices for identical instruments in active markets; |
| ● | Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, advances to a related party, prepaid expenses and other current assets, accounts payable, taxes payable, and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities. The fair value of longer-term leases approximates their recorded values as their stated interest rates approximate the rates currently available.
The following table summarizes the equity measured at fair value on a recurring basis as of December 31, 2025, by level within the fair value hierarchy:
| December 31, 2025 | Level 3 | |||
| Equity | ||||
| Contingent consideration - common stock | $ | |||
| Contingent consideration - warant | ||||
| Total equity measrued by fair value | ||||
Accounts Receivable, net
Accounts receivable are recognized and carried at original invoiced amount net of allowance for doubtful accounts. Receivables are considered overdue after 90 days. We review accounts receivable on a periodic basis and make general and specific allowances when there is doubt as to the collectability of individual balances after due date. In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, customer payment history, customer’s current creditworthiness, and current economic trends.
As for the year ended December 31, 2024 and 2025, the Company maintains an allowance for credit losses. Starting from January 1, 2023, the Company adopted ASU No.2016-13 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”).” The Company used a modified retrospective approach, and the adoption does not have an impact on our consolidated financial statements. The Company estimates allowances for credit losses using relevant available information from both internal and external sources. In establishing the allowances, management considers historical losses, the financial condition, the accounts receivables aging, the payment patterns and the forecasted information in pooling basis upon the use of the Current Expected Credit Loss Model (“CECL Model”) in accordance with ASC topic 326, Financial Instruments - Credit Losses. The allowance is based on the current expected credit loss (“CECL”) model, which involves categorizing accounts receivable into age buckets (e.g., less than 1 year, 1 – 2 years and longer than 2 years), assessing the credit loss risk for each category.
F-11
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Amounts are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company recognized no written-off amount recognized on accounts receivable for the fiscal years ended December 31, 2024 and 2025.
The Company made provisions for doubtful debts
of $
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost elements of inventories comprise the purchase price of products, and shipping charges to receive products from the suppliers when they are embedded in the purchase price. Cost is determined using the first-in-first-out (FIFO) method. Provisions are made for excessive, slow moving, expired and obsolete inventories as well as for inventories with carrying values in excess of market. Certain factors could impact the realizable value of inventory, so the Company continually evaluates the recoverability based on assumptions about customer demand and market conditions. The evaluation may take into consideration historical usage, inventory aging, expiration date, expected demand, anticipated sales price, product obsolescence and other factors. The reserve is equal to the difference between the cost of inventory and the estimated net realizable value based upon the assumptions about future demand and market conditions.
Acquisition
These consolidated financial statements include
the operations of acquired businesses from the date of the acquisitions. On November 25, 2025, the Company completed the acquisition of
a
We account for business combinations using the acquisition method. Under this method, the identifiable assets acquired, liabilities assumed, and any non-controlling interest are recorded at their estimated fair values. We engage third-party valuation specialists to assist in determining fair values. Our income approach valuation process depends on the assets being valued. Goodwill is measured as the excess of consideration transferred over the fair value of the assets acquired and the liabilities assumed. The allocation of the purchase price relies on estimates and significant assumptions to determine the fair values of identifiable assets acquired and liabilities assumed, particularly for intangible assets. These estimates are based on all available information as of the acquisition date and may involve assumptions about the timing and amounts of future revenues and expenses associated with an asset.
Management applied judgment in determining the fair value of the acquired assets in the iTonic Corporation acquisitions. The judgments made in determining the estimated fair value of the assets acquired, as well as the estimated useful lives of those assets, can materially affect net income in periods subsequent to the acquisition through depreciation and amortization. In particular, judgment was applied with respect to determining the fair value of acquired customer relationships, intangible assets, which involved the use of estimates and significant assumptions with respect to the timing and amounts of cash flow projections, the revenue growth rates, the customer attrition rates, the EBITDA margins, and the discount rate. Unanticipated events and circumstances may occur, which may affect the accuracy or validity of such assumptions or estimates
F-12
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting in accordance with US GAAP. The cost of the business combination is measured as the aggregate of the fair values of assets given, liabilities incurred or assumed, and equity instruments issued. Costs directly attributable to the business combination are expensed as incurred, except the costs to issue debt which are amortized as part of the effective interest, and costs to issue equity which are included in shareholders’ equity.
Any contingent consideration is included in the cost of the business combination at fair value as at the date of acquisition. Subsequent changes to the assets, liability or equity which arise as a result of the contingent consideration are not affected against goodwill, unless they are valid measurement period adjustments.
Otherwise, all subsequent changes to the fair value of contingent consideration that is deemed to be an asset or liability is recognized in either profit or loss or in other comprehensive income, in accordance with relevant IFRS. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within shareholders’ equity.
The acquiree’s identifiable assets, liabilities and contingent liabilities which meet the recognition conditions of ASC 350 — Intangibles—Goodwill and Other (“ASC 350”) are recognized at their fair values at acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 — Non-current Assets Held for Sale and Discontinued Operations, which are recognized at fair value less costs to sell.
Contingent liabilities are only included in the identifiable liabilities of the acquiree where there is a present obligation at acquisition date.
On acquisition, the acquiree’s assets and liabilities are reassessed in terms of classification and are reclassified where the classification is inappropriate for Company’s reporting purposes. This excludes lease agreements and insurance contracts whose classification remains as per their inception date.
Non-controlling interests in the acquiree are measured on an acquisition-by-acquisition basis either at fair value or at the non-controlling interests’ proportionate share in the recognized amounts of the acquiree’s identifiable net assets. This treatment applies to non-controlling interests which are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. All other components of non-controlling interests are measured at their acquisition date fair values unless another measurement basis is required by US GAAP.
In cases where the Company held a non-controlling shareholding in the acquiree prior to obtaining control, that interest is measured to fair value as of the acquisition date. The measurement to fair value is included in profit or loss for the year. Where the existing shareholding was classified as an available-for-sale financial asset, the cumulative fair value adjustments recognized previously to other comprehensive income and accumulated in shareholders’ equity are recognized in profit or loss as a reclassification adjustment.
Goodwill is determined as the consideration paid, plus the fair value of any shares held prior to obtaining control, plus non-controlling interest and less the fair value of the identifiable assets and liabilities of the acquiree. If, in the case of a bargain purchase, the result of this formula is negative, then the difference is recognized directly in profit or loss.
Goodwill is not amortized but is tested on an annual basis for impairment. If goodwill is assessed to be impaired, that impairment is not subsequently reversed.
F-13
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Goodwill and Other Intangibles
The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.
In accordance with GAAP, the Company does not amortize goodwill. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. Amortizable intangible assets, including customer relationships are amortized on a straight-line basis over 10 years.
The Company tests goodwill for impairment annually as of December 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test. Otherwise, the two-step impairment test is not required. In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of such impact.
If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit.
We test goodwill for impairment annually in the fiscal fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable.
The useful life of intangible assets has been assessed as follows:
| Category | Useful Life | |
| Property rights | ||
| Software | ||
| License | ||
| Customer relationships | ||
| IP |
Acquisition-related costs
Acquisition-related costs, such as legal, accounting, valuation, and other professional fees, are expensed as incurred and are not included in consideration transferred.
F-14
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Leases
The Company early adopted Accounting Standards
Update (“ASU”) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01,
collectively “ASC 842”) on January 1, 2019 using a modified retrospective approach reflecting the application of
the standard to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated
financial statements. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842,
which among other things, allows the Company to carry forward certain historical conclusions reached under ASC Topic 840 regarding
lease identification, classification, and the accounting treatment of initial direct costs. As of December 31, 2024, all the leases of
the Company have terms that are less than 12 months. The Company elected not to record assets and liabilities on its consolidated balance
sheet for new or existing lease arrangements with terms of 12 months or less. For leases with lease term less than
The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s consolidated balance sheets for office space leases. At the commencement date of a lease, the Company recognizes a lease liability for future fixed lease payments and a right-of-use (“ROU”) asset representing the right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term. The lease term includes periods for which it’s reasonably certain that the renewal options will be exercised and periods for which it’s reasonably certain that the termination options will not be exercised. The future fixed lease payments are discounted using the rate implicit in the lease, if available, or the incremental borrowing rate (“IBR”). The Company will evaluate the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will record an impairment loss in other expenses in the consolidated statements of operations.
In addition, the carrying amount of a lease liability is subject to remeasurement in certain circumstances including lease modifications, changes in the lease term, or changes in the in-substance fixed lease payments. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in consolidated statement of income and other comprehensive income if the carrying amount of the right-of-use asset has been reduced to zero.
Revenue recognition
The Company adopted ASC Topic 606, Revenue from Contracts with Customers, effective as of January 1, 2020. Accordingly, the audited consolidated financial statements for the years ended December 31, 2023, 2024 and 2025 are presented under ASC 606. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue is the transaction price the Company expects to be entitled to in exchange for the promised services in a contract in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract;
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
F-15
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company is primarily engaged in the industry of medical instrumental software, with required medical instruments with which such software operates. Our main business during the reporting periods are sales of Particle Implantation Radiotherapy Treatment Planning System (FTTPS), sales of Medical Auxiliary Supplies, and others. No practical expedients were used when adoption ASC 606. Revenue recognition policies for each type of revenue stream are as follows:
Sales of FTTPS:
The Company sells FTTPS with computers, monitors or other medical equipment required by customers’ specific needs. The FTTPS sales contracts are primarily on a fixed price basis, which require the Company to provide core software, a set of hardware as peripherals to operate the software, and related services, including transportation, packaging, installation and training based on customers’ specific needs. The execution timeline of these sales contracts is typically within three months.
The hardware, software and services are considered as a single performance obligation, because the complete functionality required for brachytherapy is achieved only when these components are used in conjunction with one another. The customers cannot benefit from the hardware, software or services alone, but only upon the integration of software, hardware, installation and training. Typically, installation and training can be completed within two days after delivery. Revenue from sales of FTTPS is recognized at a point in time after the Company transferred control of the Company’s products and provided the services, generally upon the customer’s acceptance of the products and services. Beijing Feitian has not entered into any loss contracts to date.
In certain sales agreements, the Company provides an assurance-type warranty to the customers’ warranty. This type of warranty promises to repair or replace a delivered good or service if it does not perform as expected. Since an assurance-type warranty guarantees the functionality of a product, the warranty is not accounted for as a separate performance obligation, and thus no transaction price is allocated to it. Rather, to account for an assurance-type warranty the vendor should estimate and accrue a warranty liability when the promised products or service is delivered to the customer under ASC 460. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the fiscal years ended December 31, 2022, 2023 and 2024 because the Company’s historical warranty expenses were immaterial to the Company’s consolidated financial statements.
Sales of Medical Auxiliary Supplies:
The Company sells Medical Auxiliary Supplies to customers for the operation of FTTPS system. The promised goods are considered as a single performance obligation because the sales of Medical Auxiliary Supplies are independent and irrelated to sales of FTTPS. Revenue from sales of Medical Auxiliary Supplies is recognized at the point in time when the goods are delivered and the customer has accepted the delivery.
Disaggregated information of revenues by products:
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| Sales of FTTPS | $ | $ | $ | |||||||||
| Sales of Medical Auxiliary Supplies | ||||||||||||
| Total revenues | $ | $ | $ | |||||||||
F-16
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Share-based compensation
The Company accounts for share-based compensation awards to non-employees in accordance with FASB ASC Topic 718 amended by ASU 2018-07. Under FASB ASC Topic 718, share compensation granted to non-employees has been determined as the fair value of the consideration received or the fair value of equity instrument issued, whichever is more reliably measured and is recognized as an expense as the goods or services are received. The Company amortized the share-based compensation expenses on a straight-line basis over the service period.
Contract balance
The Company recognizes accounts receivable in
its consolidated balance sheets when it performs a service in advance of receiving consideration and it has the unconditional right to
receive consideration. Payments received from its customers are based on the payment terms established in its contracts. Such payments
are initially recorded to contract liabilities and are recognized into revenue as the Company satisfies its performance obligations. As
of December 31, 2024 and 2025, the balance of contract liabilities amounted to $
During the years ended December 31, 2023, 2024
and 2025, the Company recognized $
Cost of revenue
The cost of revenue consists primarily of finished goods and personnel-related costs for employees responsible for training, advisory, and technical customer support.
Selling expenses
Selling expenses consist primarily of promotion
and advertising expenses, business travel expenses, staff costs, and other daily expenses which are related to the selling and marketing
departments. For the fiscal years ended December 31, 2023, 2024 and 2025, advertising expense was $
General and administrative expenses
General and administrative expenses consist primarily of operating lease expenses, salary and welfare expenses and related expenses for employees involved in general corporate functions, including accounting, legal and human resources, and expenses associated with the operation of these functions, such as traveling and general expenses, professional service fees and other related expenses.
F-17
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Research and Development Expenses
Research and development expenses include outsourcing research expenses, salary, employee benefits, and related expenses for product development.
Income tax and deferred income taxation
The Company follows the liability method of accounting for income taxes in accordance with ASC 740 (“ASC 740”), Income Taxes. The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized
is the largest amount of tax benefit that is greater than
The Company’s operating subsidiary in the
PRC is subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute
of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding
agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more
than RMB
No significant penalties or interest relating to income taxes have been incurred for the fiscal years ended December 31, 2023, 2024 and 2025.
Value added tax (“VAT”)
The Company sells goods and renders services within
the region of mainland China, and such business activities are subject to Value Added Tax (“VAT”) at
F-18
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Comprehensive income (loss)
Comprehensive income (loss) is defined as the changes in shareholders’ equity during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income (loss) is reported in the consolidated statements of operations and comprehensive income (loss). Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments.
Earnings (loss) per share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings (loss) per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income (loss) available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2023, 2024 and 2025, there were no dilution impacts.
Foreign currency translation and transactions
The reporting currency of the Company is U.S. dollars (“$”) and the accompanying consolidated financial statements have been expressed in U.S. dollars. The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using the Chinese Yuan (“RMB”), the local currency, as the functional currency. The Company’s consolidated financial statements has been translated into the reporting currency U.S. dollars. The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in consolidated statements of changes in shareholders equity. Gains and losses from foreign currency transactions and balances are included in the results of operations.
The following table outlines the currency exchange rates that were used in preparing the consolidated financial statements:
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| Year-end spot rate | $ | $ | $ | |||||||||
| Average rate | $ | $ | $ |
Related parties
Related parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
F-19
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Employee benefit expenses
Full-time employees of the Company in the PRC
participate in a government mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care,
unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require
that the Company make contributions to the government for these benefits based on a certain percentage of the employee’s salary.
The Company has no legal obligation for the benefits beyond the contributions. The Company recognized expenses for employee benefits of
$
Statutory reserves
The Company is required to allocate at least
Segment reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision making-group, in deciding how to allocate resources and in assessing performance.
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures, among others, requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; an amount and description of its composition for other segment items; and interim disclosures of a reportable segment’s profit or loss and assets. This new guidance was effective for us beginning on this annual report for the year ended December 31, 2024, and applied retrospectively to all prior periods presented. The impact of the adoption of this guidance was not material to our financial position or results of operations, as the requirements impact only segment reporting disclosures in our notes to financial statements.
The Company operates as one operating and reportable segment. All of the Company’s long-lived assets, comprised of property and equipment, are based in China. All of the Company’s revenue was in China for the years ended December 31, 2023, 2024 and 2025, based on the location of the customers.
The Company’s CODM is our Chief Executive Officer. Our CODM makes decisions on resource allocation, evaluates operating performance, and monitors budget versus actual results using net income (loss). There is no reconciling items or adjustments between segment income (loss) and net income (loss) as presented in our statements of operations. The CODM does not review assets in evaluating the segment results and therefore such information is not presented.
F-20
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Certain Risks and Concentration
Exchange Rate Risks
The Company operates in the PRC, which may give rise to significant foreign currency risks mainly from fluctuations and the degree of volatility of foreign exchange rates between the USD and the RMB.
Currency Convertibility Risks
Substantially all of the Company’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.
Concentration of Credit Risks
Financial instruments that potentially subject
the Company to the concentration of credit risks consist primarily of cash. The Company places its cash in good credit quality financial
institutions in mainland China and Hong Kong. The bank deposits, with financial institutions in mainland China and Hong Kong are insured
by the government authorities up to RMB
Risks and Uncertainties
The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in Note1, this may not be indicative of future results.
F-21
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Major Customers
For the fiscal year ended December 31, 2025, the
Company’s top two customers accounted for approximately
As of December 31, 2025, the balance due from
the top one customers accounted for approximately
Major Suppliers
For the fiscal year ended December 31, 2025, two
major suppliers accounted for approximately 54% and
As of December 31, 2025, one supplier accounted for the balance of all accounts payable. As of December 31, 2024, one supplier accounted for the balance of all accounts payable. Except for the suppliers mentioned above, no other suppliers of the Company individually contributed more than 10% of the Company’s accounts payable in the fiscal years ended December 31, 2025 and 2024.
Recent Accounting Pronouncements
| i. | New and amended standards adopted by the Company: |
The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The Company adopted ASU 2023-09 for the year beginning on January 1, 2024. The adoption of ASU 2023-07 does not have a material impact on the Company’s consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.
F-22
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
| ii. | New and amended standards not yet adopted by the Company: |
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods; early adoption is permitted. The Company adopted ASU 2023-09 for the year beginning on January 1, 2025 and does not expect the updated guidance to have a material impact on its disclosures.
ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), was issued in November 2024, which requires disclosure in the notes to the financial statements, of disaggregated information about certain costs and expenses that are included in expense line items on the face of the income statement. The requirements of ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact, if any, that the adoption of this standard will have on its Consolidated Financial Statements and disclosures.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures,” which focuses on improving the disclosures about a public business entity’s expenses and addresses requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
In November 2024, the FASB issued ASU 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments. The amendments provide guidance on accounting for induced conversions of convertible debt instruments. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures.” The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
F-23
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments are effective immediately and must be applied on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other (Topic 350): Internal-Use Software. The standard simplifies the accounting for internal-use software costs and is effective for fiscal years beginning after December 15, 2026. The Company does not expect adoption of this standard to have a material impact on its financial statements.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The standard clarifies disclosure requirements for interim financial statements and is effective for interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
F-24
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
3. SHORT-TERM INVESTMENT
The following table summarizes the fair value measurements of assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2025:
Active Market for Identical Assets (Level 1) | Active Market for Identical Assets (Level 2) | Active Market for Identical Assets (Level 3) | Total Carrying Value | |||||||||||||
| Short-term investment | $ | $ | ||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
4. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Accounts Receivable(i) | $ | $ | ||||||
| Allowance for current expected credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
| (i) |
The movement of allowance for doubtful accounts is as follows:
| Year Ended December 31, 2024 | Year Ended December 31, 2025 | |||||||
| Balance at beginning of the year | $ | ( | ) | $ | ( | ) | ||
| Provision | ( | ) | ( | ) | ||||
| Exchange rate effect | ( | ) | ||||||
| Balance at end of the year | $ | ( | ) | $ | ( | ) | ||
F-25
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
5. PREPAYMENT AND OTHER ASSETS
The prepayments, other current assets and non-current assets, consisted of the following:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Current: | ||||||||
| Recoverable value-added taxes(a) | $ | $ | ||||||
| Prepayment | ||||||||
| Others | ||||||||
| Prepayments and other current assets | $ | $ | ||||||
| Non-current: | ||||||||
| Prepayment | ||||||||
| Non-current assets | $ | $ | ||||||
| (a) | |
| (b) | Prepayments to vendors were approximately $ |
6. BUSINESS COMBINATION FOR ADDITIONAL DETAILS ON THE ACQUIRED INTANGIBLE ASSETS
The changes in the carrying amount of goodwill for the year ended December 31, 2025 by reporting segment are as follows:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Goodwill | $ | $ | ||||||
| Customer relationships | ||||||||
| Total goodwill and intangible assets, net | $ | $ | ||||||
We estimated the fair value of the reporting unit based on the present value of its estimated future cash flows. Our determination of fair value involved judgment and the use of estimates and significant assumptions related to projected revenue growth rates, projected EBITDA margins, and the discount rate used to calculate estimated future cash flows. We believe that our assumptions used in discounting future cash flows are appropriate.
Goodwill acquired in our 2025 acquisitions has
expanded our portfolio of an integrated home health hub in the U.S. market and expanded our market opportunities, including addressing
major challenges within home health, particularly for Medicaid populations, including the
During the year ended December 31, 2025, in connection with acquisitions
made during the year, we purchased $
F-26
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Salary and welfare payables | $ | $ | ||||||
| Deposits from customers | ||||||||
| Other tax payable | ||||||||
| Service payable | ||||||||
| Staff reimbursements | ||||||||
| Total | $ | $ | ||||||
8. LEASES
Operating leases as lessee
The Company’s leasing activities primarily consist of one operating lease for offices. ASC 842 requires leases to recognize right-of-use assets and lease liabilities on the balance sheet. The Company has elected an accounting policy to not recognize short-term leases (one year or less) on the balance sheet.
For the fiscal years ended December 31, 2023,
2024 and 2025, the Company incurred operating lease expenses of $
The Company terminated its office leases on December
30, 2024 without penalty for termination and derecognized the lease liability and net right-of-use asset of $
On December 30, 2024, Beijing Feitian signed a
short-term lease agreement with the lessor, Beijing Chaoyang Laiguangying Agricultural and Industrial Corporation, starting from January
1, 2025, with a quarterly rent of RMB
Cash flow information related to operating leases consists of the following:
| As of | ||||||||||||
| December 31, 2023 | December 31, 2024 | December 31, 2025 | ||||||||||
| Cash paid for amounts in the measurement of lease liabilities | $ | $ | $ | |||||||||
| Derecognition of ROU assets and lease liabilities | $ | $ | $ | |||||||||
F-27
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
9. SHORT-TERM BANK LOANS
Short-term bank loans represent amounts due to
various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly or
quarterly.
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Beijing Rural Commercial Bank(a) | $ | $ | ||||||
| Bank of Nanjing(b) | ||||||||
| Total | $ | $ | ||||||
| (a) | (1) On March 22, 2024, the Company entered into a loan agreement with Beijing Rural Commercial Bank to obtain a loan of $
(2) On March 18, 2025, the Company entered into a loan agreement with Beijing Rural Commercial Bank to obtain a loan of $
|
| (b) |
10. INCOME TAX EXPENSE
Corporation Income Tax (“CIT”)
Cayman Islands
Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
British Virgin Islands (“BVI”)
Under the current laws of the BVI, the Company’s subsidiary incorporated in BVI is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the BVI company to its respective shareholder, no BVI withholding tax will be imposed.
F-28
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
10. INCOME TAX EXPENSE (cont.)
Hong Kong, PRC
Under the current Hong Kong Inland Revenue
Ordinance, a two-tier corporate income tax system was implemented in Hong Kong, which is
Mainland, PRC
Under the Enterprise Income Tax (“EIT”)
Law in the PRC, the unified EIT rate for domestic enterprises and foreign invested enterprises is
For qualified small and low-profit enterprises,
from January 1, 2022 to December 31, 2022,
The following table presents the provision for income taxes from continuing operations:
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| Income tax (benefit)/ expense: | ||||||||||||
| Current income tax benefit | $ | $ | $ | |||||||||
| Deferred income tax (benefit)/expense | ( | ) | ||||||||||
| Total | $ | ( | ) | $ | $ | |||||||
| 1) | Current tax |
Reconciliation from operating profit to current income tax expenses:
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| Profit/(loss) before income tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| PRC statutory income tax rate | % | % | % | |||||||||
| Income tax expense/(benefit) computed at the PRC statutory tax rate | ( | ) | ( | ) | ( | ) | ||||||
| Effect of true-up on NOL | ( | ) | ||||||||||
| Effect of preferential tax rate | ||||||||||||
| Additional deduction for R&D expenses | ( | ) | ( | ) | ( | ) | ||||||
| Non-deductible expenses | ||||||||||||
| Changes in valuation allowance | ||||||||||||
| Impact of changes in tax rates | ( | ) | ||||||||||
| Income tax (benefit)/ expense | $ | ( | ) | $ | $ | |||||||
| Effective tax rates | % | ( | )% | % | ||||||||
F-29
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
10. INCOME TAX EXPENSE (cont.)
2) Deferred tax
The significant components of deferred tax assets and liabilities were as follows:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | $ | ||||||
| Operating lease liabilities | ||||||||
| Net operating loss carried forward | ||||||||
| Total deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net of valuation allowance | ||||||||
| Net off against deferred tax liabilities | ||||||||
| Deferred tax assets, net | ||||||||
| Deferred tax liabilities: | ||||||||
| Outside basis differences in equity and other investments | ||||||||
| Total deferred tax liabilities | ||||||||
| Net off against deferred tax assets | ||||||||
| Deferred tax liabilities, net | $ | $ | ||||||
The changes related to valuation allowance are as follows:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Additions | ||||||||
| Reversals | ||||||||
| Balance at beginning of the year | $ | $ | ||||||
According to PRC tax regulations, the PRC enterprise
net operating loss can generally carry forward for no longer than
F-30
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
10. INCOME TAX EXPENSE (cont.)
The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold.
Under the applicable accounting standards, for the year of 2023, the Company has not established any valuation allowances for deferred tax assets as the Company determined it was more likely than not that the deferred tax assets would be realized before expiration.
In 2025, the management has considered the Company’s history of losses and the uncertainty of profitability due to market fluctuations, and concluded that it is more likely than not that the Company will not generate future taxable income to realize its deferred tax assets.
Accordingly, as of December 31, 2024 and 2025,
a $
3) Uncertain Tax Position
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2025, the Company did not have any unrecognized uncertain tax positions and the Company does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended December 31, 2024 and 2025, the Company did not incur any interest and penalties related to potential underpaid income tax expenses.
As of December 31, 2025, the tax years ended December 31, 2020 through 2024 for the Company’s subsidiaries in the PRC are generally subject to examination by the PRC tax authorities.
F-31
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
11. RELATED PARTIES TRANSACTIONS AND BALANCES
The table below shows the major related parties and their relationships with the Company as of December 31, 2023, 2024 and 2025:
| Name of related parties | Relationship with the Company | |
| Mr. Jianfei Zhang |
Balances with related parties
As of December 31, 2024 and 2025, the balances with related parties were as follows:
| As of | ||||||||
| December 31, 2024 | December 31, 2025 | |||||||
| Advance to related parties | ||||||||
| Mr. Jianfei Zhang(a) | $ | $ | ||||||
| (a) |
12. BUSINESS COMBINATION
On November 25, 2025, we successfully closed the
acquisition of iTonic Corporation’s shares, which is an automated home health technology company that provides an integrated home health
hub, incorporated in Delaware. At this time, the Selling Shareholders transferred their equity interests to the Company, and the Target
recorded the Company as the holder of
Based on projections as of the acquisition date, we estimated the aggregate fair value of the buyer shares using scenario probabilities and share prices, and the aggregate fair value of the warrants using the Black-Scholes Model.
The results of the Target have been included in
the consolidated financial statements within ITOC since the date of acquisition. We are working to complete the valuation of assets acquired
and liabilities assumed, and have recorded a preliminary purchase price allocation as of December 31, 2025. Net assets acquired totaled
$
The goodwill in the amount of
F-32
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
12. BUSINESS COMBINATION (cont.)
The total purchase consideration was allocated to the assets acquired and liabilities assumed as set forth below:
| Allocation | Amount | |||
| Fair value of contingent shares | ||||
| Fair value of contingent warrants | ||||
| Total fair value of consideration transferred | ||||
| Identifiable assets acquired and liabilities assumed | ||||
| Cash | ||||
| Customer Relationship | ||||
| Deferred tax liability | ( | ) | ||
| Goodwill | ||||
| Total | ||||
As the acquisition was completed on November 25, 2025, the acquired entities did not contribute to the net revenues or to the net income of the Company during the year ended December 31, 2025.
13. SHAREHOLDER’S EQUITY
Ordinary shares
The Company’s authorized share capital is
$
Statutory reserves
The Company is required to make appropriations
to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income
determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory
surplus reserve are required to be at least
F-33
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
13. SHAREHOLDER’S EQUITY (cont.)
Share-based compensation
Grants and vesting:
On May 12, 2025, the Company granted and vested
an aggregate of
On May 12, 2025, the Company granted and vested
an aggregate of
The following table summarizes non-vested share activity during the six months ended December 31, 2025:
| Number of shares | Weighted average grant date fair value | |||||||
| Outstanding as of January 1, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Outstanding as of December 31, 2025 | $ | |||||||
For the year ended December 31, 2024 and 2025,
the Company recognized and $
Restricted net assets
The Company’s ability to pay dividends is
primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations
permit payments of dividends by Beijing Feitian only out of its retained earnings, if any, as determined in accordance with PRC accounting
standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC
subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of
operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those
reflected in the statutory financial statements of Beijing Feitian. The Company is required to set aside at least
As of December 31, 2024 and 2025, the Company
had net assets restricted in the aggregate, which include additional paid-in capital and statutory reserve of the Company’s PRC
subsidiary that are included in the Company’s consolidated net assets, of approximately $
F-34
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
14. EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted income (loss) per ordinary share for the fiscal years ended December 31, 2023, 2024 and 2025, respectively.
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| Numerator: | ||||||||||||
| Net income (loss) attributable to ordinary shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Denominator: | ||||||||||||
| Weighted average number of ordinary shares outstanding – basic and diluted | ||||||||||||
| Net income (loss) per share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
15. COMMITMENTS AND CONTINGENCIES
The Company is subject to some legal proceedings in the ordinary course of its business with respect to its commercial relationships, all of which have been settled by the Company. In the opinion of management, such proceedings did not result in a material adverse effect on the Company’s financial condition.
The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable. While uncertainty exists, the Company does not believe there are any pending legal proceedings that would have a material impact on the Company’s financial position, cash flows or results of operations.
16. SUBSEQUENT EVENTS
The Company has evaluated all events and transactions that occurred after December 31, 2025 up through the date of the issuance of these consolidated financial statements. Except for the below subsequent event, the Company concluded that no material subsequent events have occurred that would require recognition or disclosure in the Company’s consolidated financial statements.
On March 23, 2026, the Company entered into Stock
Purchase Agreements with an aggregate of
17. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
The Company performed a test on the restricted net assets of consolidated subsidiary in accordance with Rule 4-08 (e)(3) of Regulation S-X, “General Notes to Financial Statements” and concluded that it was applicable to the Company; and, therefore, the financial statements for the parent company are included herein.
The Company did not pay any dividend to the shareholders for the periods presented. For presenting parent only financial information, the Company records its investment in its subsidiary under the equity method of accounting. Such investment is presented on the separate condensed balance sheets of the Company as “Investment in subsidiary” and the income of the subsidiary is presented as “Income from subsidiary”. Certain information and footnote disclosures are generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted.
F-35
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
17. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)
CONDENSED BALANCE SHEETS
| December 31, 2024 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | ||||||||
| Financial assets held for trading | — | |||||||
| Advance to related parties | ||||||||
| Prepayments and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| Investment in subsidiary | $ | $ | ||||||
| Other non-current assets | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | — | |||||||
| Due to subsidiary | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Shareholders’ Equity | ||||||||
| *Class A ordinary shares, $ | $ | $ | ||||||
| *Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Statutory reserves | ||||||||
| Retained earnings/(Accumulated deficit) | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | $ | $ | ||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * |
F-36
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
17. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| General and administrative expenses | ( | ) | ( | ( | ) | |||||||
| Research and development | ( | ) | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (loss) | ( | ) | ||||||||||
| Income (loss) from subsidiaries | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Net income (loss) | ( | ) | ( | ) | ( | ) | ||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||
| Comprehensive Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
F-37
ITONIC HOLDINGS LTD
NOTES TO FINANCIAL STATEMENTS
17. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (cont.)
CONDENSED STATEMENTS OF CASH FLOWS
| Year Ended December 31, 2023 | Year Ended December 31, 2024 | Year Ended December 31, 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Adjustments to reconcile net income (loss) to cash provided by operating activities | ||||||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||||||
| Due from related party | — | |||||||||||
| Accounts payable | — | — | ||||||||||
| Share-based payment | — | |||||||||||
| Due to subsidiary | ( | ) | ( | ) | ||||||||
| Equity income (loss) of subsidiary | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Purchase of short-term investments | — | ( | ) | |||||||||
| Purchase of long-term investments in subsidiary | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||
| Capital contribution | — | |||||||||||
| Initial public offering | — | — | ||||||||||
| Repayments of due to related parties | — | ( | ) | ( | ) | |||||||
| Receive repayment from related party | — | — | ||||||||||
| Deferred IPO costs | — | ( | ) | — | ||||||||
| Advances from related parties | — | — | ||||||||||
| Net cash provided by financing activities | — | |||||||||||
| CHANGES IN CASH | ||||||||||||
| Net increase (decrease) in cash | $ | $ | $ | ( | ) | |||||||
| Cash at beginning of the year | — | |||||||||||
| Cash at end of the year | $ | $ | $ | |||||||||
F-38
Exhibit 12.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jianfei Zhang, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A of iTonic Holdings Ltd (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: April 2, 2026
| By: | /s/ Jianfei Zhang | ||
| Name: | Jianfei Zhang | ||
| Title: | Chief Executive Officer and Chairman of the Board of Director |
||
Exhibit 12.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Zhixin Li, certify that:
| 1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A of iTonic Holdings Ltd (the “Company”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
| 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
| 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: April 2, 2026
| By: | /s/ Zhixin Li | ||
| Name: | Zhixin Li | ||
| Title: | Chief Financial Officer | ||
Exhibit 13.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Annual Report of iTonic Holdings Ltd (the “Company”) on Form 20-F/A for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Jianfei Zhang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 2, 2026
| By: | /s/ Jianfei Zhang | ||
| Name: | Jianfei Zhang | ||
| Title: | Chief Executive Officer and Chairman of the Board of Directors |
||
Exhibit 13.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In connection with the Amendment No. 1 to the Annual Report of iTonic Holdings Ltd (the “Company”) on Form 20-F/A for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on the date hereof (the “Report”), I, Zhixin Li, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: April 2, 2026
| By: | /s/ Zhixin Li | ||
| Name: | Zhixin Li | ||
| Title: | Chief Financial Officer | ||