PomDoctor Limited filed a Form 6-K with the SEC on November 4, 2026, disclosing that it entered into a Debt Conversion Agreement on November 2, 2026, and issued 33,185,841 Class A ordinary shares to satisfy RMB100,053,000 of indebtedness owed by its chairman and CEO Zhenyang Shi.

Key Highlights

  • Shares issued: 33,185,841 Class A ordinary shares, par value US$0.001 per share, were issued on November 4, 2026.
  • Conversion price: US$0.452 per share, as set by the Debt Conversion Agreement dated November 2, 2026.
  • Debt satisfied: The Conversion Amount was RMB100,053,000, representing US$15,000,000 at a stipulated exchange rate of US$1.00 to RMB6.6702.
  • Obligor: The indebtedness was owed by Guangzhou Qilekang Digital Health Medical Technology Co., Ltd., the Company's PRC operating entity, to Zhenyang Shi, the Company's chairman and CEO.
  • Directed recipients: Shares were issued to recipients designated by Mr. Shi pursuant to his irrevocable direction, applied toward satisfaction of certain personal indebtedness owed by him.
  • Approval: The transaction was reviewed and approved by the disinterested members of the Company's Audit Committee and by the disinterested directors of the board.
  • Securities exemption: The shares were issued in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended, and have not been registered under the Securities Act.

PomDoctor Converts CEO-Linked Debt Into Equity via Directed Share Issuance

According to the filing, POMDOCTOR LIMITED (NASDAQ:POM) entered into a Debt Conversion Agreement on November 2, 2026, among the Company, its PRC operating entity Guangzhou Qilekang Digital Health Medical Technology Co., Ltd. ("Qilekang"), and Zhenyang Shi, the Company's chairman and chief executive officer. The agreement provided for the issuance of 33,185,841 Class A ordinary shares at a conversion price of US$0.452 per share to satisfy RMB100,053,000 of indebtedness owed by Qilekang to Mr. Shi, described in the filing as the "Conversion Amount."

The filing states that all 33,185,841 shares were issued on November 4, 2026, the same date the Form 6-K was filed. Rather than being delivered directly to Mr. Shi, the shares were issued to recipients he designated through an irrevocable direction. The filing explains that this arrangement was made at Mr. Shi's request to apply the shares toward satisfaction of certain personal indebtedness owed by him, and that such issuances were treated, for purposes of the debt conversion, as if made directly to Mr. Shi. Upon completion, the filing reports that "the Conversion Amount was fully satisfied and discharged."

The Company disclosed that the transaction was reviewed and approved by the disinterested members of its Audit Committee and by the disinterested directors of its board of directors. The shares were issued in reliance on Regulation S under the Securities Act of 1933, as amended, and the filing notes that the shares "have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption." The full text of the Agreement was furnished as Exhibit 10.1 to the report.

What Was Disclosed

PomDoctor Limited reported entering into and completing a Debt Conversion Agreement under which 33,185,841 Class A ordinary shares were issued at US$0.452 per share to satisfy RMB100,053,000 (US$15,000,000) of indebtedness owed by its PRC operating entity to its chairman and CEO, Zhenyang Shi.