Haoxi Health Technology Ltd Announces $6.5 Million Registered Direct Offering

Haoxi Health Technology (NASDAQ: HAO) entered a definitive agreement for a $6.5 million registered direct offering, selling 9,000,000 Class A shares and 16,999,998 pre-funded warrants at $0.25 per share.

Rhea-AI Summary

Haoxi Health Technology (NASDAQ: HAO) entered a definitive agreement for a $6.5 million registered direct offering, selling 9,000,000 Class A shares and 16,999,998 pre-funded warrants at $0.25 per share. Closing is expected around May 12, 2026. Net proceeds will fund working capital and general corporate purposes.

Positive

• Raises approximately $6.5 million in gross proceeds for corporate purposes
• Financing structured under an effective Form F-3 shelf registration
• Proceeds earmarked for working capital and general corporate purposes

Negative

• Issuance of 9,000,000 new shares creates shareholder dilution
• Up to 16,999,998 pre-funded warrants may lead to further dilution upon exercise
• Placement agent commissions and expenses will reduce net proceeds below $6.5 million

Argus May 11 session

-93.84% close to close Open Argus

Details

News Market Reaction – HAO

In the May 11 session, HAO declined 93.84%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -93.8% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -93.8% in the session following this news. A negative reaction despite the cash inflow fits the pattern seen in prior offerings, where pricing and closing of a $12 million deal were followed by -73.33% and -17.24% moves. The issuance of 9,000,000 new shares plus 16,999,998 pre-funded warrants at $0.25 may heighten dilution concerns, especially with the stock already trading below its 200-day MA.

Key Figures

Registered direct amount: $6.5 million New Class A shares: 9,000,000 shares Pre-funded warrants: 16,999,998 warrants +5 more

Registered direct amount

$6.5 million

Aggregate purchase price of securities in offering

New Class A shares

9,000,000 shares

Class A ordinary shares issued in offering

Pre-funded warrants

16,999,998 warrants

Pre-funded warrants sold in offering

Offering price

$0.25 per share

Purchase price for shares in registered direct offering

Warrant exercise price

$0.0026 per share

Exercise price for pre-funded warrants

Warrant share ratio

10.355 shares per warrant

Each pre-funded warrant exercisable into 10.355 shares

Gross proceeds

$6.5 million

Expected gross proceeds before fees and expenses

Expected closing date

May 12, 2026

Anticipated closing of registered direct offering

Previous Offering Reports

2 past events · Latest: Sep 20

Same Type 2 events

1. Sep 20

   Follow-on offering close

   24h Move

   -17.2%

   Closed $12M underwritten follow-on offering of 4M units with warrants.

2. Sep 19

   Follow-on offering pricing

   24h Move

   -73.3%

   Priced $12M follow-on offering at $3.00 per unit including warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, pre-funded warrants, shelf registration statement, form f-3, +1 more

5 terms

registered direct offering financial

"at a purchase price of $0.25 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrants financial

"including 9,000,000 Class A ordinary shares... and 16,999,998 pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

shelf registration statement regulatory

"The registered direct offering is being made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"shelf registration statement on Form F-3, as amended, (File No. 333-287686)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"and a prospectus supplement and accompanying prospectus describing the terms of the proposed offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

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BEIJING, May 11, 2026 (GLOBE NEWSWIRE) -- Haoxi Health Technology Ltd (NASDAQ: HAO) (“Haoxi” or the “Company”) today announced that it has entered into a definitive agreement with certain investors for the purchase and sale of an aggregate of approximately $6.5 million of the Company’s securities, including 9,000,000 Class A ordinary shares, par value $0.0025 per share (the “Shares”) and 16,999,998 pre-funded warrants, at a purchase price of $0.25 per share in a registered direct offering. The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.0026 per share. Each pre-funded warrant is exercisable to purchase 10.355 Shares.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $6.5 million, before deducting placement agent commissions and other offering expenses. The transaction is expected to close on or about May 12, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3, as amended, (File No. 333-287686) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 13, 2025, and a prospectus supplement and accompanying prospectus describing the terms of the proposed offering, which will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About Haoxi Health Technology Ltd

Haoxi Health Technology Ltd is a Beijing-headquartered online marketing solution provider in China, specializing in serving healthcare industry advertiser clients. The Company's growth is driven by the rise of news feed ads and the rapid development of the healthcare sector. The Company offers one-stop online marketing solutions, especially in online short video marketing, helping advertisers acquire and retain customers on popular platforms in China, such as Toutiao, Douyin, WeChat, and Sina Weibo. It is dedicated to reducing costs, increasing efficiency, and providing easy online marketing solutions to advertisers.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S. Securities and Exchange Commission.

Haoxi Health Technology Ltd
Investor Relations
ir@haoximedia.com

FAQ

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What did Haoxi Health Technology (NASDAQ: HAO) announce on May 11, 2026?

Haoxi Health Technology announced a registered direct offering of approximately $6.5 million in securities. According to the company, the deal includes new Class A ordinary shares and pre-funded warrants sold to certain investors at a purchase price of $0.25 per share.

How large is Haoxi Health Technology's May 2026 registered direct offering (NASDAQ: HAO)?

The May 2026 registered direct offering totals about $6.5 million in gross proceeds. According to the company, it covers 9,000,000 Class A shares and 16,999,998 pre-funded warrants, each priced at $0.25 per share equivalent, before commissions and expenses.

What are the terms of the pre-funded warrants in Haoxi Health Technology's $6.5 million offering?

The offering includes 16,999,998 pre-funded warrants with an exercise price of $0.0026 per share. According to the company, the warrant purchase price equals $0.25 per share less the exercise price, and each pre-funded warrant is exercisable to purchase 10.355 shares.

When is Haoxi Health Technology's May 2026 registered direct offering expected to close?

The registered direct offering is expected to close on or about May 12, 2026. According to the company, completion remains subject to satisfaction of customary closing conditions typically required for this type of capital markets transaction with institutional investors.

How will Haoxi Health Technology use the proceeds from the $6.5 million (NASDAQ: HAO) offering?

Haoxi plans to use the net proceeds for working capital and general corporate purposes. According to the company, funds raised after placement agent commissions and offering expenses will support ongoing operational needs and overall corporate activities rather than a specific acquisition or project.

What does the $0.25 offering price mean for Haoxi Health Technology shareholders?

The securities are being sold at a purchase price of $0.25 per share or equivalent. According to the company, this price applies to both Class A shares and pre-funded warrants, and the capital raise may dilute existing shareholders as new securities are issued.