UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.
At this time, neither Mr. Chu nor Mr. Kao has resigned or been removed from their respective positions as Chairman and Chief Executive Officer. The Board of Directors is actively monitoring the situation and has engaged independent legal counsel to advise on governance and disclosure obligations arising from the proceedings and is evaluating all appropriate actions, including potential changes to management. The Company is evaluating the applicability of Rule 506(d) of Regulation D with respect to the ongoing proceedings, and will update its disclosures accordingly.
ITEM 8.01 Other Events
The Company initially became aware of certain proceedings on or about August 26, 2022, that its Chief Executive Officer, Mr. Cheng-Hsiang Kao, and Chairman of the Board, Mr. Pao-Chi Chu, were involved in various civil and criminal legal proceedings in Taiwan. These proceedings relate to allegations involving the unauthorized use or disclosure of proprietary business know-how and intellectual property. The matters include multiple criminal and civil cases, with charges or claims alleging violations of Taiwan’s Pharmaceutical Affairs Act, breach of fiduciary duty, and fraud. Subsequent developments through 2025 have included indictments, court hearings, and ongoing investigative actions. A summary of the proceedings is set forth below:
Summary of Legal Proceedings Involving Mr. Chu and Mr. Kao:
Tainan Medical Products Case (Exosome)
| · | Defendant: Mr. Chu | |
| · | Status: Indicted on August 26, 2022. Subsequently acquitted by the Tainan District Court. The acquittal was appealed by the prosecutor. |
Taipei Medical University (TMU) Fiduciary Duty Case
| · | Defendants: Mr. Chu (accomplice), Tai-Yuan Lin, Yen-Hua Huang | |
| · | Allegation: Breach of fiduciary duty related to unauthorized transfer of TMU proprietary technology. | |
| · | Status: Ongoing. Investigation initiated in June 2022. As of June 3, 2025, four written explanations were submitted to the Taipei District Prosecutors Office. |
Pharmaceutical Affairs Act Case (Counterfeit Drug Case)
| · | Defendants: Mr. Chu and Mr. Kao | |
| · | Status: Indicted on March 31, 2025. Court hearings held on June 2, 2025, with additional proceedings scheduled for September 22, 2025. |
Fraud and Related Offenses (Cordycepin and Metallothionein Case)
| · | Defendants: Mr. Chu and Mr. Kao | |
| · | Status: Under investigation. Both were questioned on April 23, 2025. |
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Civil Litigation – Taipei Medical University
| · | Plaintiff: TMU | |
| · | Defendants: Mr. Chu, Tai-Yuan Lin, and Yen-Hua Huang | |
| · | Claim: NT$500 million (approximately USD $15.5 million) in damages and a request to confirm TMU’s right to apply for patents. The exchange rate may fluctuate, which could affect the claim in U.S. dollars. | |
| · | Status: Ongoing. Filed on April 19, 2024. Multiple submissions from both parties through May 2025. |
The Company understands that these proceedings are ongoing and that no final judgments have been rendered against Mr. Chu or Mr. Kao, except in the exosome case, where Mr. Chu was acquitted at trial, though an appeal remains pending. The Company will continue to monitor the matters and evaluate any potential impact on its operations and governance. The Company is assessing its obligation under Item 401(f) of Regulation S-K with respect to the ongoing legal proceedings involving Mr. Kao and Mr. Chu.
We are not a named party in the litigation and understand that the proceedings are ongoing and remain unresolved as of the date of this Report. Mr. Kao and Mr. Chu have informed us that they are vigorously contesting the allegations.
At present, and based on available information, we do not expect the proceedings to have a material adverse effect on our business, financial condition, or results of operations. The Company will provide further updates as warranted.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements, including statements regarding the potential outcome of ongoing legal proceedings against management unrelated to the Company. These statements are subject to risks and uncertainties that may cause actual results to differ materially. We undertake no obligation to update any forward-looking statements unless required by law.
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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 hereunder duly authorized.
| Date: July 28, 2025 |
VITASPRING BIOMEDICAL CO. LTD.
By: /s/ Cheng-Hsiang Kao Name: Cheng-Hsiang Kao Title: Chief Executive Officer |
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