Business Context and Reporting Period
Company: Mobile-Health Network Solutions
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: February 2025 (Event dated February 14, 2025; Filed February 19, 2025)
Principal Executive Offices: Singapore
The Company entered into a Standby Equity Subscription Agreement with YA II PN, Ltd. ("Yorkville") to secure potential equity financing.
Key Financial Metrics
This filing reports a corporate transaction rather than periodic financial results. No revenue, profit, cash flow, or margin data is provided in this document.
- Commitment Amount: Up to $10,000,000 in Class A ordinary shares.
- Subscription Price: 97% of the Market Price (defined as the lowest daily VWAP during the Pricing Period).
- Commitment Fee: 1.00% of the Commitment Amount ($100,000).
- Structuring Fee: $25,000 paid to Yorkville.
- Commitment Period: 36 months from the Effective Date.
Material Changes
The primary material change is the establishment of a new financing facility:
- Financing Facility: The Company now has the right to issue shares to Yorkville, who is obligated to subscribe, subject to conditions.
- Ownership Limitations: Yorkville cannot beneficially own more than 9.99% of outstanding shares at the time of an Advance, nor acquire more than 19.99% of shares outstanding as of the Effective Date (Exchange Cap), unless shareholder approval is obtained or Nasdaq rules permit otherwise.
- Pricing Mechanics: Includes provisions for "Excluded Days" where the VWAP is below a Minimum Acceptable Price, triggering automatic reductions in share counts and potential issuance of Additional Shares.
Guidance, Outlook, and Risks
Use of Proceeds: Proceeds will be used as set forth in the Prospectus included in the Registration Statement (Form F-1). The filing does not specify the exact allocation of funds at this time.
Conditions Precedent: Sales may commence only after the effectiveness of a registration statement on Form F-1 covering the resale of shares.
Risks and Contingencies:
- Sanctions Compliance: The Company covenants not to use proceeds to fund activities involving Specially Designated Nationals or sanctioned countries.
- Termination: The agreement terminates automatically after 36 months or upon full funding of the Commitment Amount. The Company may terminate with five Trading Days' notice if no outstanding Advance Notices exist and all fees are paid.
- Market Price Volatility: The subscription price is tied to the lowest daily VWAP, which may result in significant dilution if the stock price declines during the Pricing Period.
Investor Verification Checklist
- Verify the effectiveness of the Form F-1 Registration Statement required for sales to commence.
- Review the specific "Use of Proceeds" section in the upcoming Prospectus Supplement.
- Monitor the Company's share count to assess the impact of the 9.99% ownership limitation on Yorkville's ability to purchase shares.
- Confirm the payment status of the $125,000 in total fees ($100,000 commitment fee + $25,000 structuring fee).
- Check for any shareholder approval required to exceed the 19.99% Exchange Cap if the Company intends to utilize the full $10 million commitment.