Haoxi Health Technology Ltd. — FY2026 Form 20-F
Reporting period: Fiscal year ended June 30, 2026; audited consolidated financial statements are prepared under U.S. GAAP. Haoxi is a Cayman Islands holding company whose operating business is conducted in China through its wholly owned PRC subsidiaries. The filing was signed September 30, 2026.
Business context and reporting period
The company provides online marketing services, particularly short-video advertising, mainly to healthcare advertisers. It plans, produces, places and optimizes campaigns through media partners. Livestreaming agency services launched in April 2025 but had not generated revenue as of the report date. Two exploratory AI-related collaborations also had no material operations or revenue.
Key financial metrics
| Metric | FY2026 | FY2025 | Change |
|---|---|---|---|
| Revenue | $54.83 million | $32.80 million | Up 67% |
| Cost of revenue | $54.20 million | $31.88 million | Up 70% |
| Gross profit / margin | $0.63 million / 1.15% | $0.93 million / 2.83% | Profit down 32%; margin contracted |
| Operating expenses | $10.29 million | $2.93 million | Up 252% |
| Operating loss | $9.66 million | $2.00 million | Loss widened |
| Net income (loss) | ($9.54 million) | $3.88 million | Declined $13.41 million |
| Operating cash flow | ($2.57 million) | ($3.36 million) | Outflow narrowed |
| Investing cash flow | ($4.50 million) | ($3.58 million) | Primarily convertible-note investment in FY2026 |
| Financing cash flow | $9.33 million | $8.90 million | Primarily equity proceeds, net of issuance costs |
Revenue had fallen 32% in FY2025 from FY2024’s $48.52 million, then rebounded in FY2026. Management attributed the FY2026 revenue increase to broader media-channel use, higher renewals and more new customers. Despite the rebound, gross profit and margin fell as some channels offered lower rebates. The five largest customers represented 30.69% of FY2026 revenue, versus 27.32% in FY2025; one customer accounted for 10.68%.
FY2026 operating expenses included a $6.05 million provision for credit losses and a $1.50 million impairment charge on intangible assets. The credit-loss provision related primarily to receivables, overseas advertising advances and third-party loans. FY2025 net income included a $6.76 million noncash gain from changes in warrant fair value; there was no such gain in FY2026.
Liquidity, debt and balance sheet
At June 30, 2026, cash and cash equivalents were $10.93 million, total current assets were $16.81 million, total assets were $21.57 million, and total liabilities were $3.71 million. Current liabilities were $3.71 million, including $1.32 million of short-term loans and $0.29 million of current long-term borrowing. Total borrowings were approximately $1.61 million; contractual obligations also included $0.10 million of lease payments. Shareholders’ equity was $17.86 million.
Management stated that cash and cash equivalents and anticipated financing cash flows should cover working-capital needs, expenditures and bank-loan repayments for the next 12 months. However, the company continued to use cash in operations and investing, and its FY2026 financing inflow depended on equity fundraising. Cash was $8.62 million at June 30, 2025. The company also reported $5.75 million of net advances to suppliers and a $4.65 million carrying value for an unsecured convertible note investment.
Material changes, outlook and unusual items
- Credit and counterparty exposures: The company recorded $4.59 million of allowance against third-party loans and entrusted funds after counterparties failed to repay principal and interest as contractually required. It also provided $1.43 million against overseas traffic-supplier advances after discontinuing that expansion activity. These matters drove substantial credit-loss expense.
- Convertible note: In December 2025, the company invested $4.50 million in an unsecured note issued by an unrelated private company. The June 30, 2026 carrying value was $4.65 million, including accrued interest; the note bears 6% interest and matures 24 months after purchase. No credit-loss allowance was recorded at year-end.
- Supplier concentration: Ocean Engine, a ByteDance subsidiary, accounted for 99.41% of FY2026 purchases. Its current agreement runs through December 31, 2026 and has no automatic renewal clause. Loss of access or less favorable terms could disrupt ad placements and pressure margins.
- Labor compliance contingency: The operating entity did not fully pay required social-insurance and housing-fund contributions for all employees in FY2024–FY2026. No penalty or settlement order had been received as of the report date; possible back payments, late charges or fines are disclosed as a risk.
- Acquisition and subsequent financing: After year-end, the company paid a refundable $2 million deposit toward a proposed acquisition of an online advertising company; negotiations were ongoing with no definitive agreement as of the report date. It also received approximately $3.59 million of net proceeds from a July 2026 offering, after expenses; the associated pre-funded warrants were fully exercised.
- Outlook: No quantified financial guidance is provided. The company plans to expand its advertiser base, with a stated goal of acquiring 150–200 new advertisers annually, and to invest in Bidding Compass. It cautions that profitability may not be sustained and that operating expenses and funding needs may rise.
- Capital structure: Class B shares carry 30 votes each, compared with one vote per Class A share. The filing reports CEO Zhen Fan held 43.41% of voting rights. Shares and per-share data reflect reverse splits, including a 1-for-20 split effective August 14, 2026.
Risks, controls and audit
The company identifies substantial PRC regulatory, foreign-exchange, cash-transfer, overseas-listing and enforcement risks. Its PRC counsel advised that it was not subject to CAC cybersecurity review based on its stated activities and that, as of the report date, no other PRC approval beyond applicable CSRC filing procedures was required for overseas offerings; future interpretation or requirements remain uncertain. The company paid no dividends and does not expect to pay them in the foreseeable future. PRC rules restrict distributions to accumulated profits and require statutory reserves.
Management concluded that internal control over financial reporting was not effective at June 30, 2026 and disclosed material weaknesses involving U.S. GAAP/SEC reporting expertise, monitoring and documented review controls. Remediation measures include finance staffing and training, an internal audit function and additional review controls; management cautioned remediation may not be timely or complete. The auditor, HCL, PLLC, issued an unqualified opinion on the FY2026 financial statements but did not attest to ICFR. The filing also checks “No” for having filed all required Exchange Act reports during the preceding 12 months.
Most important facts for investors to verify
- Whether the $4.59 million third-party loan and entrusted-fund exposure is recoverable, and whether additional provisions are needed.
- The status, credit quality and repayment protections of the $4.65 million unsecured convertible note investment.
- Renewal terms for the Ocean Engine agreement after December 31, 2026, and the practical ability to diversify suppliers while protecting gross margin.
- Whether the company can generate positive operating cash flow and sustain liquidity without repeated equity issuance or dilution.
- Progress on remediation of material ICFR weaknesses and the reasons for the “No” response on timely Exchange Act reporting.
- The potential amount and timing of unpaid employee-benefit contributions, and any regulatory assessment or settlement.
- Status and use of the $2 million acquisition deposit, including whether the proposed transaction proceeds or the deposit is refunded.
- Reconciliation of share counts, post-split capitalization and voting-power disclosures across the filing and subsequent-event disclosures.