拜尔德医疗 2026年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGEACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company reportFor the transition period fromtoCommission file number: 001-42300 Baird Medical Investment Holdings Limited (Exact name of registrant as specified in its charter) Table of Contents Ordinary shares, par value US$0.0001 each: 40,979,382 shares outstanding Preferred shares, par value US$0.0001 each: 290,000 shares outstanding Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Of 1934. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of theSecurities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section13(a)of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issuedby the International accounting Standards Board☐ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.Item17☐Item18☐ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS PageINTRODUCTION1FORWARD-LOOKING STATEMENT5PARTI6Item1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6Item2. OFFER STATISTICS AND EXPECTED TIMETABLE6Item3. KEY INFORMATION6Item4. INFORMATION ON THE COMPANY52Item4A. UNRESOLVED STAFF COMMENTS85Item5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS86Item6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES102Item7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS111Item8. FINANCIAL INFORMATION112Item9. THE OFFER AND LISTING113Item10. ADDITIONAL INFORMATION113Item11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK133Item12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES134PARTII135Item13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES135Item14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEED