{"url_path":"/sec/mens/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1954488/0001213900-26-057073-index.html","accession_number":"0001213900-26-057073","cik":"0001954488","ticker":"MENS","issuer_name":"Jyong Biotech Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1954488/0001213900-26-057073-index.html","primary_entity_key":"0001954488","primary_entity_name":"Jyong Biotech Ltd."},"word_count":4113,"has_tables":true,"body_markdown":"**Item 10. ADDITIONAL INFORMATION**\n\n** **\n\n**A. Share Capital**\n\n \n\nNot applicable.\n\n \n\n**B. Memorandum and Articles of Association**\n\n \n\n \n\nWe incorporate by reference into this annual report\nthe description of our Memorandum and Articles of Association, Exhibit 3.1, and the description of differences in corporate laws contained\nin our registration statement on Form F-1 (File No. 333-277725), as amended, initially filed with the SEC on August 17, 2023.\n\n \n\n**C. Material Contracts**\n\n \n\nOther than as described below and in “Item\n4. Information on the Company” or elsewhere in this annual report, we have not entered into any material contracts other than in\nthe ordinary course of business.\n\n \n\n**Loan Agreement with Linkage Gladden Enterprise Ltd.**\n\n \n\nOn June 24, 2025, we, as lender, entered into the a loan agreement\nwith Linkage Gladden Enterprise Ltd., one of our shareholders, as borrower, pursuant to which we extended a loan in the principal amount\nof US$15,000 thousand at a fixed annual interest rate of 8.0%. Under the terms of the loan agreements, the principal, together with all\naccrued interest, was due in one single lump-sum payment upon maturity on June 23, 2027. In September and October 2025, we received aggregate\nrepayments of approximately US$1,490 thousand. As of December 31, 2025, the outstanding loan receivable was approximately US$13,510 thousand\nand the related accrued interest receivable was approximately US$602 thousand. For the year ended December 31, 2025, interest income recognized\nfrom this loan was approximately US$602 thousand. In the subsequent period through May 12, 2026, we received an aggregate repayment of\napproximately US$12,328 thousand. As of the date of this annual report, the outstanding loan amount is approximately US$1,182 thousand,\nwhich will be fully repaid by Linkage Gladden Enterprise Ltd. no later than May 31, 2026.\n\n \n\n**D. Exchange Controls**\n\n \n\nThe Cayman Islands currently has no exchange control\nregulations or currency restrictions. For exchange control regulations or currency restrictions in Taiwan, see “Item 4 Information\nof the Company — B. Business Overview — Regulation — Regulations on Foreign Currency Exchange.”\n\n \n\n**E. Taxation**\n\n** **\n\n**TAIWAN TAXATION**\n\n \n\nThe following is a general summary of the principal\nTaiwan tax consequences of the ownership and disposition of our ordinary shares by and to a non-resident individual or non-resident entity\nholder (referred to herein as a “Non-Taiwan Holder”). As used in the preceding sentence, a “non-resident individual”\nis generally a foreign national who owns our ordinary shares and is not physically present in Taiwan for 183 days or more during\nany calendar year, and a “non-resident entity” is a corporation or a non-corporate body that owns our ordinary shares and\nis organized under the laws of a jurisdiction other than Taiwan.\n\n \n\nHolders should consult their tax advisors concerning\nthe Taiwan tax consequences of holding our ordinary shares and the laws of any relevant taxing jurisdiction to which they are subject.\n\n** **\n\n**Capital gains from the sale or disposal of our ordinary shares**\n\n \n\nSale or disposal of the ordinary shares of a Cayman\nIslands company is generally not regarded as the sale of Taiwan securities; thus, any gains generated therefrom by Non-Taiwan Holders\nare not subject to Taiwan income tax.\n\n** **\n\n**Securities Transaction Tax**\n\n \n\nSale of the ordinary shares of a Cayman Islands\ncompany by Non-Taiwan Holders is generally not subject to Taiwan securities transaction tax.\n\n** **\n\n147\n\n \n\n** **\n\n**CAYMAN ISLANDS TAXATION**\n\n \n\nThe Cayman Islands currently levies no taxes on\nindividuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax\nor estate duty or withholding tax applicable to us or to any holder of our ordinary shares. There are no other taxes likely to be material\nto us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after\nexecution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares\nof Cayman Islands companies except those which hold interests in land in the Cayman Islands. Save and except that the Cayman Islands is\na party to a double tax treaty entered into with the United Kingdom in 2010, the Cayman Islands are not party to any double tax treaties\nthat are applicable to any payments made to or by the Company. There are no exchange control regulations or currency restrictions in the\nCayman Islands.\n\n \n\nPayments of dividends and capital in respect of\nordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend\nor capital to any holder of ordinary shares, nor will gains derived from the disposal of ordinary shares be subject to Cayman Islands\nincome or corporation tax.\n\n** **\n\n**U.S. FEDERAL INCOME TAX CONSIDERATIONS**\n\n \n\nThe following is a discussion of the material U.S. federal\nincome tax considerations relevant to the acquisition, ownership, and disposition of our ordinary shares by U.S. Holders (as defined\nbelow) that will hold our ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal\nRevenue Code of 1986, as amended, or the “Code”). This discussion is based upon applicable provisions of the Code, U.S. Treasury\nregulations promulgated thereunder, pertinent judicial decisions, interpretive rulings of the U.S. Internal Revenue Service, or the\nIRS, and such other authorities as we have considered relevant, all of which are subject to change, possibly with retroactive effect.\nThis discussion does not address all aspects of U.S. federal income taxation that may be important to particular investors in light\nof their individual investment circumstances, including investors subject to special tax and/or reporting rules (for example, certain\nfinancial institutions; insurance companies; broker-dealers; pension plans; regulated investment companies; real estate investment trusts;\ntax-exempt organizations (including private foundations); holders who are not U.S. Holders (as defined below); holders who own (directly,\nindirectly, or constructively) 10% or more of the voting power or value of our stock; investors that will hold their ordinary shares as\npart of a straddle, hedge, conversion, constructive sale, or other integrated transaction for U.S. federal income tax purposes; investors\nthat are traders in securities that have elected the mark-to-market method of accounting; or investors that have a functional currency\nother than the U.S. dollar), or holders that acquire ordinary shares through the exercise of options or other convertible instruments\nor in connection with the provision of services, all of whom may be subject to tax rules that differ significantly from those discussed\nbelow.\n\n \n\nIn addition, this discussion does not address tax\nconsiderations relevant to U.S. Holders under any non-U.S., state or local tax laws, the Medicare tax on net investment income, the\none-percent excise tax on stock repurchases, estate or gift tax, or the alternative minimum tax. Each U.S. Holder is urged to consult\nits tax advisors regarding the U.S. federal, state, local, and non-U.S. income and other tax considerations of an investment\nin ordinary shares.\n\n \n\nThe discussion below of U.S. federal income\ntax consequences applies to you if you are a “U.S. Holder.” You are a U.S. Holder if you are a beneficial owner\nof our ordinary shares and you are: (i) an individual who is a citizen or resident of the United States for U.S. federal\nincome tax purposes; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created\nin, or organized under the law of any state of the United States, or the District of Columbia; (iii) an estate the income of\nwhich is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (A) the\nadministration of which is subject to the primary supervision of a U.S. federal or state court and which has one or more U.S. persons\nwho have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated\nas a U.S. person under the Code.\n\n \n\nIf you are a partner in a partnership (including\nany entity or arrangement treated or elects to be treated as a partnership for U.S. federal income tax purposes) that holds our ordinary\nshares, your tax treatment generally will depend on your status and the activities of the partnership (or any such entity or arrangement\ntreated as or elects to be treated as a partnership for U.S. federal income tax purposes). Partners in a partnership (or any such\nentity or arrangement treated as or elects to be treated as a partnership for U.S. federal income tax purposes) holding our ordinary\nshares should consult their tax advisors regarding the tax consequences of an investment in the ordinary shares.\n\n \n\n148\n\n \n\n \n\nWe are a corporation organized under the\nlaws of the Cayman Islands. As such, we believe that we are properly classified as a non-U.S. corporation for U.S. federal\nincome tax purposes. Under certain provisions of the Code and U.S. Treasury regulations, however, if pursuant to a plan (or a\nseries of related transactions), a non-U.S. corporation (such as our company) acquires substantially all of the properties\nconstituting a trade or business of a U.S. corporation or partnership, and after the acquisition 80% or more of the stock (by vote\nor value) of the non-U.S. corporation (excluding stock issued in a public offering related to the acquisition) is owned by\nformer stockholder or partners of the U.S. corporation or partnership by reason of their holding stock or a capital or profits\ninterest in the U.S. corporation or partnership, the non-U.S. corporation will be considered a U.S. corporation for\nU.S. federal income tax purposes. You are urged to consult your tax advisor concerning the income tax consequences of\npurchasing, holding or disposing of ordinary shares if we were to be treated as a U.S. corporation for U.S. federal income\ntax purposes. The remainder of this discussion assumes that our company is treated as a non-U.S. corporation for\nU.S. Federal income tax purposes.\n\n** **\n\n**Dividends**\n\n \n\nSubject to the PFIC rules discussed below, any cash\ndistributions (including the amount of any other tax withheld) paid on our ordinary shares out of our current or accumulated earnings\nand profits, as determined under U.S. federal income tax principles, will generally be includible in your gross income as dividend\nincome on the day actually or constructively received by you. Because we do not intend to determine our earnings and profits under\nU.S. federal income tax principles, any distribution paid will generally be treated as a dividend for U.S. federal income tax\npurposes by us. Dividends received by corporations on our ordinary shares may be eligible for the dividends received deduction allowed\nto U.S. corporations under the Code.\n\n \n\nConsidering that the U.S. has not entered into\nan income tax treaty with Taiwan, in the event that we are deemed to be a Taiwan tax resident enterprise under Taiwan Tax Law, you may\nbe subject to Taiwan withholding taxes on dividends paid on our ordinary shares, as described under “— Taiwan Taxation.”\n\n \n\nA non-corporate U.S. Holder generally may be\nsubject to tax at preferential tax rates applicable to “qualified dividend income,” provided that certain conditions are satisfied,\nincluding that (1) our stock is readily tradable on an established securities market in the United States, (2) we are neither\na PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid\nand the preceding taxable year, and (3) certain holding period requirements are met. U.S. holders are urged to consult their\nown tax advisors regarding the availability of the preferential rate for any dividends paid with respect to our ordinary shares.\n\n \n\nFor U.S. foreign tax credit purposes, dividends\ngenerally will be treated as income from foreign sources and generally will constitute “passive” category income. Depending\non your particular circumstances, you may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect\nof any foreign withholding taxes imposed on dividends received on our ordinary shares. If you do not elect to claim a foreign tax credit\nfor foreign tax withheld, you may instead claim a deduction, for U.S. federal income tax purposes, for the foreign tax withheld,\nbut only for a year in which you elect to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are\ncomplex. You are urged to consult your tax advisor regarding the availability of the foreign tax credit under your particular circumstances.\n\n** **\n\n**Sale or Other Disposition of Ordinary Shares**\n\n \n\nSubject to the PFIC rules discussed below, you generally\nwill recognize capital gain or loss upon the sale or other disposition of our ordinary shares in an amount equal to the difference, if\nany, between the amount realized upon the disposition and your adjusted tax basis in such ordinary shares. Any capital gain or loss will\nbe long-term capital gain or loss if you have held the ordinary shares for more than one year, and will generally be U.S.-source gain\nor loss for U.S. foreign tax credit purposes. In the event that we are deemed to be a Taiwan tax resident enterprise under Taiwan\nTax Law, gain from the disposition of the ordinary shares may be subject to tax in the PRC, as described under “— Taiwan\nTaxation.” If such income were treated as U.S.-source income for foreign tax credit purposes, you might not be able to use the foreign\ntax credit arising from any tax imposed on the sale, exchange, or other taxable disposition of our ordinary shares unless such credit\ncould be applied (subject to applicable limitations) against tax due on other income derived from foreign sources. The deductibility of\na capital loss may be subject to limitations. You are urged to consult your tax advisor regarding the tax consequences if a foreign tax\nis imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under your particular circumstances.\n\n** **\n\n149\n\n \n\n** **\n\n**PFIC Rules**\n\n \n\nA non-U.S. corporation, such as our company,\nwill be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross\nincome for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined\non the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally\nincludes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net\nforeign currency gains. For this purpose, cash is categorized as a passive asset and the company’s goodwill associated with active\nbusiness activity is taken into account as an active asset. We will be treated as owning our proportionate share of the assets and income\nof any other corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.\n\n \n\nBased on the projected composition of our assets\nand income, we were not classified as a PFIC for our taxable year ending December 31, 2025. While we were not classified as a PFIC,\nbecause the value of our assets for purposes of the PFIC asset test will generally be determined by reference to the market price of our\nordinary shares, fluctuations in the market price of our ordinary shares may cause us to become a PFIC for any subsequent taxable year.\nThe determination of whether we will become a PFIC will also depend, in part, on the composition of our income and assets, which will\nbe affected by how, and how quickly, we use our liquid assets and the cash raised in our IPO. Whether we are a PFIC is a factual determination\nand we must make a separate determination each taxable year as to whether we are a PFIC (after the close of each taxable year). Accordingly,\nwe cannot assure you that we will not be classified as a PFIC for any future taxable year. If we are classified as a PFIC for any taxable\nyear during which you hold our ordinary shares, we generally will continue to be treated as a PFIC, unless you make certain elections,\nfor all succeeding years during which you hold our ordinary shares even if we cease to qualify as a PFIC under the rules set forth\nabove.\n\n \n\nIf we are a PFIC for any taxable year during which\nyou hold our ordinary shares, you will be subject to special tax rules with respect to any “excess distribution” that you\nreceive and any gain you realize from a sale or other disposition (including a pledge) of our ordinary shares, unless you make a “mark-to-market”\nelection as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions\nyou received during the shorter of the three preceding taxable years or your holding period for the ordinary shares will be treated\nas an excess distribution. Under these special tax rules:\n\n \n\n●the excess distribution or gain will be allocated ratably\nover your holding period for the ordinary shares;\n\n \n\n●amounts allocated to the current taxable year and any taxable years\nin your holding period prior to the first taxable year in which we are classified as a PFIC (a “pre-PFIC year”) will be taxable\nas ordinary income; and\n\n \n\n●amounts allocated to each prior taxable year, other than\nthe current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to you for that year,\nand such amounts will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to such years.\n\n \n\nIf we are classified as a PFIC for any taxable year\nduring which you hold our ordinary shares and any of our non-U.S. subsidiaries is also a PFIC, you will be treated as owning a proportionate\namount (by value) of the shares of each such non-U.S. subsidiary classified as a PFIC for purposes of the application of these rules.\n\n \n\nAlternatively, a U.S. Holder of “marketable\nstock” (as defined below) in a PFIC may make a mark-to-market election for such stock of a PFIC to elect out of the tax treatment\ndiscussed in the two preceding paragraphs. If you make a valid mark-to-market election for the ordinary shares, you will include in income\neach year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of your taxable year\nover your adjusted basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted basis of the\nordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent\nof any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your\nincome under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, will be treated\nas ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the ordinary shares,\nas well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does\nnot exceed the net mark-to-market gains previously included for such ordinary shares. Your basis in the ordinary shares will be adjusted\nto reflect any such income or loss amounts. If you make a mark-to-market election, tax rules that apply to distributions by corporations\nwhich are not PFICs would apply to distributions by us (except that the preferential rates for qualified dividend income would not apply).\n\n \n\n150\n\n \n\n \n\nThe mark-to-market election is available only for\n“marketable stock” which is stock that is traded in other than de minimis quantities on at least 15 days during each\ncalendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury\nregulations. The ordinary shares will be listed on the Nasdaq Global Market, which is a qualified exchange for these purposes. If the\nordinary shares are regularly traded, and the ordinary shares qualify as “marketable stock” for purposes of the mark-to-market\nrules, then the mark-to-market election might be available to you if we were to become a PFIC.\n\n \n\nBecause, as a technical matter, a mark-to-market\nelection cannot be made for any lower-tier PFICs that we may own, you may continue to be subject to the PFIC rules with respect to your\nindirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.\n\n \n\nWe do not currently intend to provide information\nnecessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different\nfrom the general tax treatment for PFICs described above.\n\n \n\nIf you own our ordinary shares during any taxable\nyear that we are a PFIC, you must file an annual report with the IRS, subject to certain exceptions based on the value of the ordinary\nshares held. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of purchasing, holding,\nand disposing of our ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.\n\n** **\n\n**Information Reporting and Backup Withholding**\n\n \n\nYou may be required to submit to the IRS certain\ninformation with respect to your beneficial ownership of our ordinary shares, if such ordinary shares are not held on your behalf by certain\nfinancial institutions. Penalties also may be imposed if you are required to submit such information to the IRS and fail to do so.\n\n \n\nDividend payments with respect to ordinary shares\nand proceeds from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and possible\nU.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification\nnumber and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required\nto establish their exempt status generally must provide such certification on IRS Form W-9 or by otherwise establishing an exemption.\n\n \n\nBackup withholding is not an additional tax. Amounts\nwithheld as backup withholding may be credited against your U.S. Federal income tax liability, and you may obtain a refund of any\nexcess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any\nrequired information. You are urged to consult your tax advisors regarding the application of the U.S. information reporting and\nbackup withholding rules.\n\n \n\nThe U.S. federal income tax discussion set\nforth above is included for general information only and may not be applicable depending upon a holder’s particular situation. Holders\nare urged to consult their tax advisors with respect to the tax consequences to them of the acquisition, ownership and disposition of\nour ordinary shares and warrants, including the tax consequences under state, local, estate, foreign and other tax laws and tax treaties\nand the possible effects of changes in U.S. or other tax laws.\n\n \n\n**F. Dividends and Paying Agents**\n\n \n\nNot applicable.\n\n \n\n**G. Statement by Experts**\n\n \n\nNot applicable.\n\n \n\n151\n\n \n\n \n\n**H. Documents on Display**\n\n \n\nWe have previously filed with the SEC our registration\nstatements on Form F-1 (File No. 333-277725), as amended.\n\n \n\nWe are subject to the periodic reporting and other\ninformational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the\nSEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains\na website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants\nthat make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange\nAct prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a),\n(b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing\nprofit recovery provisions contained in Section 16 of the Exchange Act. Effective March 18, 2026, our executive officers and directors\nwill be required, pursuant to the Holding Foreign Insiders Accountable Act, to file the Section 16(a) reports with the SEC to disclose\ntheir beneficial ownership of, and transactions in, our securities. Our 10% shareholders who are not officers or directors, however, will\nremain exempt from Section 16(a) reporting requirements.\n\n \n\n**I. Subsidiary Information**\n\n \n\nFor a listing of our subsidiaries, see “Item\n4. Information on the Company — A. History and Development of the Company.”\n\n \n\n**J. Annual Report to Security Holders**\n\n \n\nNo applicable."}