Haoxi Health Technology Ltd - Form 6-K Summary
Business Context and Reporting Period
This Form 6-K filing covers the month of May 2026, specifically reporting on a transaction dated May 18, 2026, with an expected closing date of May 19, 2026. The filing details a related-party securities purchase agreement between Haoxi Health Technology Limited and its Chief Executive Officer, Mr. Zhen Fan.
Key Financial Metrics
The filing does not provide standard financial statements such as revenue, profit, cash flow, margins, or debt levels. The primary financial data relates to the specific capital raise transaction:
- Shares Issued: 40,000,000 Class B ordinary shares.
- Purchase Price: US$0.018 per share.
- Aggregate Proceeds: US$720,000.
- Pricing Benchmark: The price represents approximately 101.12% of the closing price of Class A ordinary shares on Nasdaq on May 18, 2026.
- Use of Proceeds: Working capital and general corporate purposes.
Material Changes
The material change reported is the issuance of new equity to the CEO. Following the transaction, Mr. Zhen Fan will beneficially own 40,690,800 Class B ordinary shares, representing approximately 83.83% of the aggregate voting power of the Company's outstanding ordinary shares. This significantly consolidates voting control with the CEO.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding future operational performance. Key risks and contingencies noted include:
- Related-Party Transaction: The deal involves the CEO and was approved by the Audit Committee to ensure fairness and arm's-length negotiation.
- Registration Exemption: The shares are sold under Section 4(a)(2) and/or Regulation S exemptions and are not registered under the Securities Act of 1933. They cannot be offered or sold in the U.S. absent registration or an applicable exemption.
- Closing Conditions: The transaction is subject to customary closing conditions, including the delivery of the purchase price.
Investor Verification Checklist
- Verify the actual closing of the transaction and receipt of the US$720,000 proceeds.
- Confirm the updated capitalization table and the exact voting percentage held by Mr. Zhen Fan post-closing.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and restrictions on the new shares.
- Monitor future filings for any registration statements regarding the resale of these unregistered shares.