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 December 2025
Commission File Number 001-41385
Visionary Holdings Inc.
(Translation of registrant’s name into English)
445 Apple Creek Blvd, Unit 217
Markham, Ontario, Canada, L3R 9X7 905-305-1881
(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 Q | 40-F ☐ |
Important Notice
This 6K Report is filed in accordance with the requirements of the Securities Exchange Act of 1934, as amended, for the purpose of disclosing material recent developments of the Company to the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market, so as to ensure that investors timely obtain accurate and complete information. The information contained herein is true, accurate and complete, and does not contain any false records, misleading statements or material omissions. All amounts (if applicable) are stated in U.S. dollars unless otherwise indicated.
I. Material Meetings and Related Resolutions
(A) 2025 Annual General Meeting of Shareholders
The Company held its 2025 Annual General Meeting of Shareholders (the “AGM”) on October 29, 2025. The voting shares held by shareholders attending the AGM accounted for 97.79% of the total number of voting shares of the Company, which complies with the requirements of the Business Corporations Act, the Company’s Articles of Incorporation and other applicable laws and regulations, and the meeting was valid.
After consideration and voting at the AGM, the following two key proposals were adopted with an overwhelming majority:
1. Election of Directors for the Fourth Board of Directors: The fourth Board of Directors (the “Board”) of the Company was elected to serve until the conclusion of the 2026 Annual General Meeting of Shareholders. The fourth Board consists of nine members, namely: Mr. William T. Chai, Mr. Donald M. Kealey, Mr. Rusheng Wu, Mr. Jun Huang, Mr. Weixing Wang, Mr. Hezhi Sun, Ms. Jiena Zhang, Mr. Robert Jay Lees, and Mr. Yi Wang.
2. Reappointment of Auditor: The Company unanimously approved the reappointment of Assentsure PAC as the auditor of the Company for the 2025-2026 fiscal years to audit the Company’s financial statements and conduct related special audits for such fiscal years, with a term ending at the conclusion of the 2026 Annual General Meeting of Shareholders. The audit fees shall be determined through negotiation between the two parties.
(B) First Meeting of the Fourth Board of Directors
The Company held the first meeting of the fourth Board of Directors (the “Board Meeting”) on November 3, 2025. All newly elected directors attended the meeting, which met the convening conditions specified in the Company’s Articles of Incorporation. After consideration and voting by the attending directors, the following resolutions were adopted:
1. Election of Key Board Positions:
– Mr. William T. Chai was elected as the Chairman of the fourth Board of Directors;
– Mr. Donald M. Kealey was elected as the Vice Chairman of the fourth Board of Directors;
– Mr. Rusheng Wu was elected as the Managing Director of the fourth Board of Directors;
– Mr. Jun Huang was elected as the Executive Director of the fourth Board of Directors.
The terms of the above positions shall take effect from the conclusion of this Board Meeting and end at the conclusion of the 2026 Annual General Meeting of Shareholders.
2. Appointment of Secretary to the Board: The Company unanimously approved the election of Ms. Yongqiu Wang as the Secretary to the fourth Board of Directors, responsible for the daily affairs of the Board and information disclosure, etc. Her qualifications meet the requirements of the Company’s Articles of Incorporation and relevant regulatory requirements. The resolution shall take effect immediately upon the conclusion of the meeting and shall remain in effect until the conclusion of the 2026 Annual General Meeting of Shareholders.
3. Establishment of Committees of the Board and Determination of Members: To standardize the Company’s governance structure and improve decision-making efficiency, the Board established the Audit Committee, the Nominating Committee, the Compensation Committee, and the Investment Committee. The members and chairpersons of each committee are as follows, with terms ending at the conclusion of the 2026 Annual General Meeting of Shareholders:
– Audit Committee: Chairman Mr. William T. Chai; members Mr. Rusheng Wu and Ms. Jiena Zhang;
– Nominating Committee: Chairman Mr. Rusheng Wu; members Mr. William T. Chai and Ms. Jiena Zhang;
– Compensation Committee: Chairman Mr. Weixing Wang; members Mr. William T. Chai and Mr. Yi Wang;
– Investment Committee: Chairman Mr. Hezhi Sun; members Mr. William T. Chai and Mr. Rusheng Wu.
4. Appointment of Chief Advisor to the Board: The Company unanimously approved the appointment of Ms. Fan Zhou as the Chief Advisor to the Board and Corporate Culture Mentor (part-time), to provide professional guidance on the Company’s strategic development and corporate culture building. The term shall commence from the effective date of the First Meeting of the Fourth Board of Directors on November 3, 2025, and end at the conclusion of the 2026 Annual General Meeting of Shareholders.
5.Appointment of Senior Management Team: A new senior management team was formed and is responsible for the daily operation and management of the Company, with a term ending at the conclusion of the 2026 Annual General Meeting of Shareholders:
– Chief Executive Officer (CEO): Mr. Xiyong Hou;
– Co-Chief Executive Officer (Co-CEO): Mr. Jun Huang;
– Chief Operating Officer (COO): Mr. Robert Jay Lees;
– Chief Financial Officer (CFO): Ms. Katy Liu;
– Vice Presidents: Mr. Junfeng Li, Ms. Yan Xu, and Mr. Mengfu Tang.
II. Progress of Financial Information Disclosure
A draft of the Company’s Annual Report for the fiscal year ended March 31, 2025 (the “Form 20-F”) has been completed and is currently undergoing the internal review process of the appointed auditor, AssentSure PAC. The Company plans to file the Form 20-F with the SEC on or before January 12, 2026.
III. Strategic Transformation and Business Expansion
(A) Development Strategy Positioning
The Company has successfully completed its strategic transformation and established a core development direction of prioritizing anti-aging high-end medical aesthetics business, with education business as a supplement. The Company will focus on technology research and development (“R&D”), business layout and global market expansion in the anti-aging high-end medical aesthetics track, while steadily promoting the coordinated development of the education business.
(B) Material Cooperation Matters
To implement the strategic transformation goals and expand the global anti-aging high-end medical aesthetics market, the Company entered into two important cooperation arrangements in September 2025, as follows:
1. The Company signed a cooperation agreement with Jiangsu Yike Regenerative Medicine Technology Co., Ltd. The two parties will leverage their respective resources and technological advantages to jointly carry out R&D, marketing and service operations of anti-aging high-end medical aesthetics-related products worldwide, and jointly explore the global high-end medical aesthetics market.
2. The Company reached a cooperation consensus with Anhui Weikang Kangling Medical Technology Co., Ltd. The two parties will jointly invest in and build an “Anti-Aging High-End Medical Aesthetics and Health Center” within the Company-owned property in Toronto, Canada, to carry out anti-aging medical aesthetics services, health management and other related businesses. The above cooperation is expected to bring sustained and stable profit growth to the Company and is of great significance to the Company’s long-term development.
IV. Disclaimer
The information disclosed in this 6K Report is based on the information currently available to the Company and reasonable judgments. The forward-looking statements contained herein regarding future business development, profit expectations, etc., are subject to various factors such as industry policies, market environment and progress of cooperation, and are subject to uncertainty. Investors should carefully evaluate the relevant risks and should not rely on the forward-looking statements in this Report when making investment decisions. The Company will, in accordance with the progress of subsequent events, timely fulfill its information disclosure obligations in accordance with the relevant regulations of the SEC and Nasdaq.
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, thereto duly authorized.
| VISIONARY HOLDINGS INC. | |
| By: | /s/ Xiyong Hou |
| Name: | Xiyong Hou |
| Title: | Chief Executive Officer |
| Date: December 29, 2025 |
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