UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported)~~: January~~ 17August 26, ~~2023~~2022

VITASPRING BIOMEDICAL CO. LTD. ~~(Exact name of registrant as specified in its charter)~~

Nevada		333-216465		37-1836726
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in its Charter)

~~400~~Nevada ~~Spectrum~~(State ~~Center~~or ~~Dr.~~other ~~suite~~jurisdiction ~~1620~~of ~~Irvine,~~incorporation) CA333-216465 ~~92618~~ (~~Address~~Commission ofFile ~~Principal~~number) ~~Executive~~37-1836726 ~~Offices~~(IRS Employer Identification No.)

~~(949)~~400 ~~202-9235~~Spectrum Center Drive, Suite 1620, Irvine, CA 92618

(~~Registrant’s~~Address ~~telephone number,~~of ~~including~~principal ~~area~~executive offices) (zip code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box below if the Form 8-K filing~~including isarea ~~intended~~code. to(949) ~~simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~202-9235

~~o Written communications~~Copies ~~pursuant~~ to ~~Rule 425 under the Securities Act (17 CFR 230.425)~~:

~~o Soliciting material~~Donald ~~pursuant~~P. toHateley, ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Esq.~~14a-12)~~

~~o Pre-commencement communications~~The ~~pursuant~~Hateley toFirm, ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~APC

~~o Pre-commencement communications~~620 ~~pursuant~~Newport toCenter ~~Rule~~Drive, ~~13e-4(c)~~Suite ~~under the Exchange Act (17 CFR 240.13e-4(c))~~1100

~~Item~~Newport ~~4.01~~Beach, ~~Changes~~CA ~~in Registrant’s Certifying Accountant.~~92660

Phone: (a949) ~~Dismissal of Independent Registered Public Accounting Firm~~438-1040

OnFax: ~~January 17, 2023, Kho & Patel, Certified Public Accountants,~~ (~~“Kho”~~310), ~~resigned as the independent registered public accounting firm of Vitaspring Biomedical Co. Ltd. (the “Company”).~~388-5899

~~Kho~~Check ~~& Patel's report on~~ the ~~financial~~appropriate ~~statements~~box ~~for~~below if the ~~fiscal~~Form ~~years~~8-K ~~ended~~filing ~~January~~is ~~31,~~intended to ~~2022~~simultaneously ~~and~~satisfy ~~January 31, 2021,~~ the ~~last~~filing ~~reports~~obligation ~~issued~~of bythe ~~Kho,~~registrant ~~contained~~under ~~no adverse~~any ~~opinion or disclaimer~~ of ~~opinion,~~the ~~and~~following ~~were~~provisions ~~not~~(see ~~qualified~~General ~~or modified as to uncertainty, audit scope or accounting principle, other~~Instruction ~~than an explanatory paragraph as to a going concern~~A.2. below):

~~During~~ ~~the~~☐ ~~fiscal~~Written ~~the~~communications ~~years ended~~pursuant January 31, 2022 and January 31, 2021, and in the subsequent interim periods October 31, 2022, July 21, 2022 and April 30, 2022, through January 17, 2023, the date of the resignation of Kho & Patel, (a) there were no disagreements with Kho & Patel on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to ~~the~~Rule ~~satisfaction~~425 ofunder ~~Kho & Patel, would have caused them to make reference to~~ the ~~subject matter of the disagreements in~~ ~~its~~Securities ~~reports~~Act ~~on the financial statements for such year and~~ (b)17 ~~there~~CFR ~~were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K~~230.425)

We☐ ~~have~~Soliciting ~~provided~~material apursuant ~~copy of the disclosures contained herein~~ to ~~Kho~~Rule &14a-12 ~~Patel~~under ~~on January 27, 2023, and requested Kho & Patel to provide it with a letter addressed to~~ the ~~U.S. Securities and~~ Exchange ~~Commission~~Act ~~stating~~(17 ~~whether~~CFR ~~or not Kho & Patel agrees with the above disclosures~~240. ~~A copy of Kho & Patel’s response letter is attached hereto as Exhibit 16.1.~~14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under ~~New~~the ~~Independent~~Exchange ~~Registered~~Act ~~Public~~(17 ~~Accounting Firm~~CFR 240.14d-2(b))

On☐ ~~January~~Pre-commencement ~~24,~~communications ~~2023,~~pursuant ~~our~~to ~~board of~~Rule ~~directors approved the engagement of TAAD LLP~~ 13e-4(~~“TAAD”~~c), under as the ~~Company’s~~Exchange ~~new~~Act ~~independent~~(17 ~~registered~~CFR ~~public accounting firm~~240.13e-4(c))

~~During~~Securities ~~the~~registered ~~Company’s~~pursuant most recent fiscal year end and any subsequent interim period preceding the engagement of TAAD, neither the Company nor anyone acting on our behalf, has consulted with TAAD regarding either: (i) the application of accounting principles to aSection ~~specified transaction, either contemplated or proposed,~~ 12(iib) ~~the type~~ of ~~audit opinion that might be rendered on~~ the ~~Company’s~~Act: financial statements, or (iii) any matter that was either the subject of a disagreement between the Company and TAAD as described in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-KNone.

Item 9.01 Financial Statements and Exhibits.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	VSBC	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (d§230.405 of this chapter) ~~Exhibits~~ or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~16.1 Letter~~Emerging ~~from~~growth ~~Kho~~company ~~& Patel.~~☒

~~SIGNATURES~~If an emerging growth company, 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. ☐

~~Pursuant~~ITEM to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~ ~~Securities~~Directors ~~Exchange~~or ~~Act~~Certain ofOfficers; ~~1934,~~Election ~~the~~of ~~Registrant~~Directors; ~~has~~Appointment ~~duly~~of ~~caused~~Directors ~~this~~or ~~report~~Certain toOfficers; beCompensatory ~~signed~~Arrangements onof ~~its~~Certain ~~behalf by the undersigned hereunto duly authorized~~Officers.

~~Vitaspring~~At ~~Biomedical~~this Cotime, neither Mr. ~~Ltd~~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.

Date: January 27, 2023	By:	/s/ Kao, Cheng-Hsiang
		Name: Kao, Cheng-Hsiang
		Title: Chief Executive Officer

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.

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.

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

Filing Compare · VITASPRING BIOMEDICAL CO. LTD.