YDES 6-K
YD Bio Ltd (YDES)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of April 2026
Commission File Number: 001-42810
YD Bio Limited
12F., No. 3, Xingnan St.,
Nangang Dist.,
Taipei City 115001, Taiwan
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Issuance of Press Release
On April 30, 2026, YD Bio Limited (the “Company”) issued a press release announcing the Company’s financial results for the year ended December 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K (this “Report”) and is incorporated herein by reference.
The information contained in this Report is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-292554) to be a part thereof, to the extent not superseded by documents or reports subsequently filed or furnished. This Report, including Exhibit 99.1, shall not otherwise be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.
Forward Looking Statements
Matters discussed in this Report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “aim”, “believe”, “may”, “intends”, “expect”, “outlook”, “pending”, “will” and similar expressions identify forward-looking statements. The forward-looking statements in this Report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations. Except as required by law, the Company disclaims any duty to update these forward-looking statements.
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 30, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
April 30, 2026
| YD BIO LIMITED | ||
| By: | /s/ Edmund Hen | |
| Name: | Edmund Hen | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
YD Bio Limited Reports Full Year 2025 Financial Results
TAIPEI, Taiwan, April 30, 2026 (GLOBE NEWSWIRE) -- YD Bio Limited (“YD Bio” or the “Company”) (Nasdaq: YDES), a biotechnology company advancing DNA methylation-based cancer detection technology and ophthalmologic innovations, today announced its financial results for the full year ended December 31, 2025.
Management Commentary
“2025 was a highly transformative and foundational year for YD Bio, characterized by the successful capitalization of our long-term strategic vision. The successful completion of our business combination with Breeze Holdings Acquisition Corp. in August 2025, alongside a $13.2 million private investment in public equity (PIPE) financing, helped to significantly strengthen our balance sheet. Furthermore, we achieved a 17% increase in net revenue, driven predominantly by expanded pharmaceutical sales volumes and strategic new product launches,” said Dr. Ethan Shen, Chairman and CEO of YD Bio. “We ended the year well-capitalized with approximately $6.0 million in cash and cash equivalents, which we believe positions us to securely meet our operating obligations in 2026 and aggressively pursue our clinical milestones.”
“During the past year, we consciously increased our research and development expenditures by approximately $1.1 million to secure essential licensed patents and technological know-how, and we restructured our sales mix to rapidly scale our commercial footprint. These foundational investments in our clinical service infrastructure and diagnostics platform are designed to support robust growth across multiple regulated healthcare segments.”
“Looking ahead, our strategic focus for 2026 is to aggressively advance our proprietary assets from validation toward expanded regulatory and commercial execution. We have already achieved certain milestones in our therapeutics pipeline by completing comprehensive Chemistry, Manufacturing, and Controls (CMC) development and filing Drug Master Files (DMFs) with the U.S. Food and Drug Administration (FDA) for our Limbal Stem Cell (LSC) platform and derived exosome products. This paves the way for us to submit Investigational New Drug (IND) applications to the FDA for both Dry Eye Disease and Age-Related Macular Degeneration in 2026. Concurrently, we are advancing our OkaiDx™ Pancreatic Cancer Early Detection Program toward an FDA Q-Submission to discuss potential Breakthrough Device eligibility and building upon our EG Telehealth Platform, which was recently launched in March 2026 to support diagnostic service delivery across the United States.”
“Finally, our vision to become an integrated, multi-vertical healthcare platform is being aggressively pursued through strategic M&A activity. For example, the previously announced merger with EG BioMed aims to seamlessly integrate DNA methylation-driven artificial intelligence platforms into our oncology programs,” said Dr. Shen.
YD Bio’s Full Year 2025 Financial Results
Through the Company’s combined diagnostics platform, clinical service infrastructure, and healthcare commercialization capabilities, YD Bio seeks to develop a scalable operating model designed to support growth across multiple regulated healthcare segments. The following table presents selected summarized financial information taken from YD Bio’s consolidated statements of operations for the year ended December 31, 2025 and 2024.
| In thousands USD, except percentage data, differences due to rounding | For the years ended December 31, | |||||||||||
| 2025 | 2024 | Variance % | ||||||||||
| Net Revenue | $ | 597 | 510 | 17 | % | |||||||
| Cost of Revenue | (429 | ) | (355 | ) | 21 | % | ||||||
| Gross Profit | 168 | 155 | 8 | % | ||||||||
| General and Administrative Expenses | 3,663 | 1,125 | 226 | % | ||||||||
| Selling and Marketing Expenses | 171 | 2 | 8,450 | % | ||||||||
| Research and Development Expenses | 1,602 | 491 | 226 | % | ||||||||
| Impairment of expected credit loss | 3 | (1 | ) | 400 | % | |||||||
| Total Operating Expenses | 5,439 | 1,617 | 236 | % | ||||||||
| Loss from Operations | (5,271 | ) | (1,462 | ) | 261 | % | ||||||
| Net Loss | (8,310 | ) | (1,412 | ) | 489 | % | ||||||
Net Revenue
Net revenue increased by $86,457 or 17% to $596,817 for the year ended December 31, 2025, compared to $510,360 for the year ended December 31, 2024. The top 5 individual products by revenue accounted for 41% of the total revenue during the period. The increase in revenue was primarily due to higher sales volumes and a shift in product mix toward lower-priced products, as reflected in the decrease in average selling price. Pharmaceutical sales, particularly Keytruda, which increased by approximately $48,598 driven by higher purchase volumes from key customers, along with new product launches, were the primary growth drivers. This growth was partially offset by decreased medical product sales, primarily due to the discontinuation of certain products and reduced orders for PVA eye cleansing tablets as a key customer adjusted its procurement strategy based on end-market feedback. Overall, the revenue change reflects a structural shift from higher-priced medical products toward pharmaceuticals and other lower-priced offerings.
Top five individual products by revenue for the year ended December 31, 2025:
Product | Revenue | |||
| Keytruda Injection (Drugs) | $ | 133,138 | ||
| HQ Revitalizing and Renewing Tencel Mask (Beauty Products) | 36,749 | |||
| Exolens Hioxifilcon (Contact lenses) | 35,000 | |||
| Mounjaro Pen (Drugs) | 22,025 | |||
| 12-Lead Electrocardiograph (Medical and related products) | 20,416 | |||
| Subtotal | $ | 247,328 | ||
Top five individual products by revenue for the year ended December 31, 2024:
Product | Revenue | |||
| PVA Eye Cleansing Wipes (Medical and related products) | $ | 97,512 | ||
| Keytruda injection (Drugs) | 84,540 | |||
| Immune Defense Proteins (Nutritional products) | 33,613 | |||
| Fluorescence Cell Counter and Viability Analyzer (Medical and related products) | 23,177 | |||
| Faslodex solution for injection (Drugs) | 21,127 | |||
| Subtotal | $ | 259,969 | ||
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Cost of Revenue
Cost of revenue increased by $74,403 or 21% to $429,407 for the year ended December 31, 2025, compared to $355,004 for the year ended December 31, 2024. The cost of revenue consists primarily of purchase costs of products for resales. The increase in cost of revenue was higher than the increase of net revenue, which was primarily due to the change in sales mix to the products sold with a lower margin during the year. Specifically, the sales mix shifted from higher-margin medical products to drugs and medical peripherals with relatively lower margins, resulting in a decrease in overall gross margin. This impact was partially offset by lower procurement costs for certain products.
Gross Profit
Gross profit increased by $12,054 or 8% to $167,410 for the year ended December 31, 2025, compared to $155,356 for the year ended December 31, 2024. The year-to-year changes were primarily due to higher sales volumes and a shift in product mix toward lower-priced products.
Operating Expenses
For the year ended December 31, 2025, the Company’s total operating expenses were approximately $5.4 million, reflecting an increase of $3.8 million compared to $1.6 million for the year ended December 31, 2024. The increase was mainly caused by the increase in professional and consultancy service fees related to the Company’s expansion and restructuring costs of $1.1 million, the increase in research and development expenses by $1.1 million related to two licensed patents and know-how, and by the $1.3 million increase in staff costs from the expansion of the Company’s business.
Net Loss
As a result of the foregoing, net loss for the year ended December 31, 2025 was $8.3 million compared to $1.4 million for the year ended December 31, 2024. The increase in net loss was mainly caused by the increase of change in fair value of warrant liabilities by $3.2 million, professional and consultancy service fees related to the Company expansion and restructuring by $1.1 million, research and development expenses by $1.1 million related to two licensed patents and know-how, and by the $1.3 million increase in staff costs from the expansion of the Company’s business.
Cash and Cash Equivalents
As of December 31, 2025, YD Bio’s cash was $6.0 million compared to $3.1 million as of December 31, 2024. This increase was primarily due to an equity raise of $13.9 million, offset by deferred offering cost of approximately $3.2 million, professional and consultancy services fees related to the Company expansion and restructuring of $1.5 million, research and development expenses of $1.1 million, payment for purchase of medical products and contact lenses of $1.9 million and prepayment for the purchase of office space and parking facilities of $1.5 million.
YD Bio Major Developments and 2026 Outlook
Therapeutics and Limbal Stem Cell Platform
| ● | Completed comprehensive Chemistry, Manufacturing, and Controls development for the Limbal Stem Cell platform and its derived exosome products. |
| ● | Filed Drug Master Files with the FDA for both Limbal Stem Cells and derived exosomes. |
| ● | Planning to establish a clinical-grade Limbal Stem Cell bank and submit an Investigational New Drug application for Dry Eye Disease in 2026. |
| ● | Expecting to complete preclinical, efficacy, and toxicity studies for Age-Related Macular Degeneration, followed by an Investigational New Drug submission in 2026. |
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Diagnostics and Telehealth
| ● | Operating the online EG Telehealth Platform offering CLIA- and CAP-certified laboratory services across 44 U.S. states, Washington D.C., and Guam. |
| ● | Advancing the OkaiDx™ Pancreatic Cancer Early Detection Program through a clinical validation pathway aligned with the FDA. |
| ● | Aiming to complete patient enrollment, data cleaning, quality control, and preliminary statistical analysis for the OkaiDx™ program in 2026. |
| ● | Planning a Q-Submission to the FDA to discuss potential Breakthrough Device eligibility for the pancreatic cancer program. |
Strategic Expansions and Acquisitions
| ● | Announced a non-binding Memorandum of Understanding on January 6, 2026, to merge with EG BioMed. |
| ● | Announced a binding Letter of Intent on January 20, 2026, to acquire Safe Save Medical Cell Sciences & Technology Co., Ltd. |
| ● | Announced a Master Strategic Alliance Agreement by and between YD Bio USA, Inc. and YC Biotech Co., Ltd. On February 25, 2026. |
About YD Bio Limited
YD Bio is a U.S.-anchored public biotechnology company building an integrated healthcare platform across regulated diagnostics, clinical services, and commercial healthcare markets. The Company operates DNA methylation–based oncology testing programs in the United States under an LDT-first strategy and provides compliant life science distribution and clinical trial supply chain services to pharmaceutical and biotechnology partners. In addition, the Company maintains regulated ocular health commercialization operations and a consumer health distribution platform in Asia. Through strategic partnerships and scalable execution capabilities, the Company aims to advance biomedical innovation with real-world clinical and commercial impact. For more information, visit ir.ydesgroup.com and follow the Company on Facebook, X, Threads, Instagram and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements, including, among others, statements about the Company’s strategy, ongoing transactions, and expected commercialization and regulatory timelines. Forward-looking statements are based on current expectations, estimates, forecasts, and projections and are not guarantees of future performance. Investors can identify these forward-looking statements by words or phrases such as “aim,” “target,” “approximates,” “believes,” “designed to,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. Actual results may differ materially due to a variety of factors, including regulatory decisions and feedback, the ability to consummate certain transactions and achieve their anticipated benefits, and other risks and uncertainties described in YD Bio’s filings with the U.S. Securities and Exchange Commission (the “SEC”). The Company undertakes no obligation to update any forward-looking statements, except as required by law. The Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s Annual Report on Form 20-F, registration statement and other filings with the SEC.
For investor and media inquiries, please contact:
YD
Bio Limited
Investor Relations
Email: [email protected]
WFS
Investor Relations Inc.
Email: [email protected]
Phone: +1 628 283 9214
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| YD
BIO LIMITED CONSOLIDATED BALANCE SHEETS |
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| US$ | US$ | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | 6,007,615 | 3,132,298 | ||||||
| Accounts receivable, net | 167,477 | 86,582 | ||||||
| Other receivables from an affiliate, net | 291,540 | 16,927 | ||||||
| Inventories | 1,879,542 | 37,335 | ||||||
| Prepaid expenses and other current assets | 1,324,016 | 194,740 | ||||||
| TOTAL CURRENT ASSETS | 9,670,190 | 3,467,882 | ||||||
| Operating lease right-of-use assets, net | 8,470 | 23,698 | ||||||
| Property, plant and equipment, net | 59,340 | 64,379 | ||||||
| Intangible assets | 2,609,739 | 2,680,035 | ||||||
| Deferred offering costs | - | 628,232 | ||||||
| Prepaid expenses, non-current | 1,431,658 | - | ||||||
| TOTAL ASSETS | 13,779,397 | 6,864,226 | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Due to affiliates | 785,665 | 37,253 | ||||||
| Operating lease liabilities, current | 6,764 | 16,581 | ||||||
| Accounts payable | 413,290 | 26,866 | ||||||
| Accrued expenses and other liabilities | 437,859 | 182,360 | ||||||
| TOTAL CURRENT LIABILITIES | 1,643,578 | 263,060 | ||||||
| Deferred tax liabilities | — | 1,463 | ||||||
| Operating lease liabilities, non-current | — | 5,684 | ||||||
| Accrued expenses and other liabilities, non-current | — | 3,773 | ||||||
| Warrant Liabilities | 14,991,482 | — | ||||||
| TOTAL LIABILITIES | 16,635,060 | 273,980 | ||||||
| Commitments and contingencies | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Common shares ($0.0001 par value, 500,000,000 shares authorized; 70,789,261 and 64,730,411 issued and outstanding as of December 31, 2025 and 2024, respectively)* | 7,079 | 6,473 | ||||||
| Additional paid-in capital* | 7,161,681 | 8,465,744 | ||||||
| Accumulated deficits | (10,238,359 | ) | (1,927,043 | ) | ||||
| Accumulated other comprehensive income | 213,936 | 45,072 | ||||||
| Total shareholders’ equity (deficit) | (2,855,663 | ) | 6,590,246 | |||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | 13,779,397 | 6,864,226 | ||||||
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| YD
BIO LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) |
| Years ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Revenue | 596,817 | 510,360 | 350,131 | |||||||||
| Cost of revenue | (429,407 | ) | (355,004 | ) | (196,686 | ) | ||||||
| Gross profit | 167,410 | 155,356 | 153,445 | |||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | 3,663,141 | 1,124,469 | 153,069 | |||||||||
| Selling and marketing expenses | 170,523 | 1,957 | 7,492 | |||||||||
| Research and development expenses | 1,602,064 | 491,353 | — | |||||||||
| Impairment (Recovery) of expected credit loss | 3,403 | (493 | ) | 2,731 | ||||||||
| Total operating expenses | 5,439,131 | 1,617,286 | 163,292 | |||||||||
| Loss from operations | (5,271,721 | ) | (1,461,930 | ) | (9,847 | ) | ||||||
| Other income (expense) | ||||||||||||
| Other income, net | 46,803 | 64,415 | 29,351 | |||||||||
| Interest income | 80,162 | 11,808 | 290 | |||||||||
| Interest expenses | — | (772 | ) | (2,144 | ) | |||||||
| Change in fair value of warrant liabilities | (3,168,091 | ) | — | — | ||||||||
| Total other income (expense), net | (3,041,126 | ) | 75,451 | 27,497 | ||||||||
| (Loss) Income before income tax | (8,312,847 | ) | (1,386,479 | ) | 17,650 | |||||||
| Income tax | 1,531 | (25,080 | ) | (4,090 | ) | |||||||
| Net (loss) income | (8,311,316 | ) | (1,411,559 | ) | 13,560 | |||||||
| Other comprehensive (loss) income, net of tax: | ||||||||||||
| Change in foreign currency translation adjustments | 168,864 | (2,139 | ) | 99 | ||||||||
| Other Comprehensive (loss) income | (8,142,452 | ) | (1,413,698 | ) | 13,659 | |||||||
| Basic and diluted net (loss) income per share | (0.12 | ) | (0.02 | ) | 0.0002 | |||||||
| Basic and diluted weighted average number of shares outstanding | 66,719,177 | 64,730,411 | 64,730,411 | |||||||||
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