Business Context and Reporting Period
This Form 6-K filing by Mobile-Health Network Solutions covers the month of September 2025, with a report date of September 11, 2025. The Company is a foreign private issuer based in Singapore. The filing primarily discloses the entry into a material definitive agreement regarding interim financing for a potential acquisition of Indopacific Health Investment Corporation Pte. Ltd. ("Indopacific").
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels for the reporting period. The only financial data disclosed relates to a specific equity financing transaction:
- Transaction Date: September 10, 2025
- Shares Issued: 500,000 Class A ordinary shares
- Share Price: $1.80 per share
- Total Proceeds: $900,000
- Lock-up Periods: 50% of shares subject to a 180-day lock-up; 50% subject to a 360-day lock-up.
Material Changes
The primary material change is the execution of a second securities purchase agreement (the "Second SPA") with Indopacific and Natali Ardianto. This follows a non-binding term sheet from April 2025 and a prior securities purchase agreement in May 2025 where the Company raised $200,000 for 112,423 shares. The Second SPA is part of the series of transactions to effect interim financing for the proposed share exchange acquisition of Indopacific. As of the filing date, a definitive agreement for the Share Exchange has not yet been executed.
Guidance, Outlook, and Risks
Outlook and Conditions: The closing of the Second SPA is conditioned upon the Consideration Shares being approved and designated for quotation or listed on the Nasdaq Capital Market. The Company intends to make a further announcement once a definitive agreement for the Share Exchange is executed.
Risks and Contingencies: The filing includes standard forward-looking statements regarding the ability to execute on the plans contemplated in the agreements. These statements are subject to substantial risks and uncertainties, including the failure to obtain Nasdaq listing approval or the failure to finalize the definitive Share Exchange agreement. The shares are being sold unregistered under Section 4(a)(2) of the Securities Act and Regulation D.
Investor Verification Checklist
- Verify the status of the Nasdaq Capital Market listing approval for the 500,000 Consideration Shares.
- Monitor for the execution of the definitive Share Exchange agreement between Mobile-Health Network Solutions and Indopacific.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific representations, warranties, and covenants.
- Confirm the final capitalization table impact of the $900,000 raise combined with the prior $200,000 raise.