Haoxi Health Technology Ltd - Form 6-K Summary
Business Context and Reporting Period
This Form 6-K, dated July 13, 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 July 2026 and details the issuance of securities to raise capital for working capital, operating expenses, and strategic initiatives.
Key Financial Metrics and Capital Structure
- Gross Proceeds: $4,000,000 (assuming full exercise of Pre-Funded Warrants).
- Securities Issued: 300,000 Class A Ordinary Shares and 9,700,000 Pre-Funded Warrants.
- Offering Price: $0.40 per Class A Ordinary Share; $0.07 per Pre-Funded Warrant.
- Warrant Exercise Price: $0.33 per share.
- Initial Closing Issuance: 5,100,000 Class A Ordinary Shares (300,000 direct shares + 4,800,000 shares from exercised warrants).
- Post-Closing Share Count: 7,004,632 Class A Ordinary Shares and 317,897 Class B Ordinary Shares outstanding as of July 13, 2026.
- Transaction Costs: Placement agent fee of 7% of gross proceeds, 0.5% expense allowance, and up to $60,000 for legal/out-of-pocket expenses.
Note: The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for the reporting period.
Material Changes and Offering Terms
The primary material change is the significant increase in outstanding Class A Ordinary Shares following the initial closing. The offering includes an option for investors to purchase up to 100% of their initial allocation on or before September 30, 2026, at the same price. The Company has agreed to a 30-day lock-up period on issuing new shares or filing new registration statements, and a 90-day lock-up agreement for directors, officers, and major shareholders.
Outlook, Risks, and Management Commentary
Management intends to use net proceeds for working capital, operating expenses, capital expenditures, potential acquisitions, and business development. The filing includes standard forward-looking statements cautioning that actual results may differ materially from expectations due to known and unknown risks. No specific financial guidance or quantitative outlook was provided in this text.
Key Facts for Investor Verification
- Verify the final net proceeds after deducting the 7.5% placement fees and estimated expenses.
- Confirm the extent of Pre-Funded Warrant exercises by the September 30, 2026, Additional Closing Date.
- Review the impact of the 5.1 million share issuance on existing shareholder dilution.
- Monitor compliance with the 90-day lock-up agreements for insiders and major shareholders.
- Assess the Company's specific allocation of funds against its stated strategic initiatives.