Business Context and Reporting Period
Company: Mobile-Health Network Solutions (Cayman Islands company)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: Month of July 2025 (Filed July 17, 2025)
Principal Executive Offices: 2 Venture Drive, #07-06/07 Vision Exchange, Singapore 608526
Key Financial Metrics
This filing reports the entry into a material definitive agreement and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the period.
Capital Raise Capacity: Up to $300,000,000 aggregate offering price of Class A Ordinary Shares.
Transaction Costs: 3.0% commission to sales agent; reimbursement of out-of-pocket expenses up to $40,000 plus up to $20,000 per fiscal year for maintenance.
Material Changes
- At-the-Market Offering: On July 15, 2025, the Company entered into a Sales Agreement with A.G.P./Alliance Global Partners to sell Class A Ordinary Shares via an "at-the-market" equity offering.
- Registration: The offering is pursuant to a Registration Statement on Form F-3 (File No. 333-288693) filed with the SEC on July 16, 2025.
- Discretionary Sales: The Company is not obligated to sell any shares; sales are made at the Company's option based on market conditions.
Outlook, Risks, and Contingencies
Termination Conditions: The Sales Agreement terminates upon the earlier of: (i) the sale of all shares up to the $300 million limit, or (ii) the expiration of the Registration Statement (third anniversary of the effective date). It may also be terminated by either party with five days' advance notice or by mutual agreement.
Risk Factors: The filing includes standard disclaimers that the report does not constitute an offer to sell securities in jurisdictions where such an offer would be unlawful. Representations in the agreement are for the benefit of the parties and do not provide factual information regarding the Company's business outside the agreement terms.
Investor Verification Checklist
- Verify the current market price of Class A Ordinary Shares to assess potential dilution impact.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination triggers and indemnification clauses.
- Confirm the status of the Form F-3 Registration Statement (File No. 333-288693) on the SEC EDGAR database.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.
- Check the Company's most recent periodic reports (Form 20-F) for existing debt levels and liquidity position prior to this potential equity issuance.