Haoxi Health Technology Ltd - Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, filed on May 12, 2026, reports the closing of a registered direct offering by Haoxi Health Technology Limited, a Cayman Islands exempted company. The filing covers the month of May 2026 and details the issuance of Class A ordinary shares and pre-funded warrants to raise capital for working capital and general corporate purposes.
Key Financial Metrics and Capital Structure
- Gross Proceeds: $6,455,799.51 from the sale of securities.
- Securities Issued: 9,000,000 Class A ordinary shares at $0.25 per share and 16,999,998 pre-funded warrants at $0.2474 per warrant.
- Immediate Exercise: 13,273,332 pre-funded warrants were exercised immediately upon issuance, resulting in the issuance of an additional 137,445,353 Class A ordinary shares.
- Total Shares Issued in Offering: 146,445,353 Class A ordinary shares (9,000,000 direct + 137,445,353 via warrant exercise).
- Post-Offering Capitalization: As of May 12, 2026, the company has 205,198,381 Class A ordinary shares and 690,800 Class B ordinary shares issued and outstanding.
- Transaction Costs: Placement agent fees include a 7% cash fee, a 0.5% non-accountable expense allowance, and reimbursement of legal fees up to $80,000.
Note: The filing does not provide specific data on revenue, profit, cash flow, operating margins, or existing debt levels. It focuses solely on the capital raise transaction.
Material Changes
The primary material change is the significant increase in the number of outstanding Class A ordinary shares due to the registered direct offering. The share count increased by approximately 146.4 million shares in a single transaction, representing a substantial dilution to existing shareholders relative to the pre-offering count (implied by the post-offering total of ~205.2 million).
Guidance, Outlook, and Risks
- Use of Proceeds: Net proceeds are designated for working capital and general corporate purposes, with management retaining discretion on allocation.
- Lock-Up Agreements: Directors, officers, and shareholders owning more than 5% of Class A shares have agreed to a 90-day lock-up period following the closing date, restricting the sale of their shares.
- Market Stand-Off: The company agreed not to issue additional ordinary shares or equivalents or file new registration statements for 30 days following the closing, subject to exceptions.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from expectations due to known and unknown risks.
Investor Verification Checklist
- Verify the exact net proceeds after deducting the 7.5% placement fees and the $80,000 expense cap.
- Confirm the pre-offering share count to calculate the precise percentage of dilution caused by the 146.4 million new shares.
- Review the full Securities Purchase Agreement (Exhibit 10.1) for specific covenants and exceptions to the market stand-off.
- Assess the company's current cash runway and burn rate to determine if the $6.45 million gross proceeds are sufficient for the stated working capital needs.
- Check for any subsequent filings regarding the exercise of the remaining unexercised pre-funded warrants (approximately 3.7 million warrants remain unexercised).