Haoxi Health Technology Limited filings document foreign private issuer reporting for a China-based online marketing solutions provider with Class A ordinary shares listed on Nasdaq. Form 6-K reports furnish interim financial statements, management discussion and analysis, material-event disclosures and exhibits tied to the company’s operating results, liquidity and shareholder equity.
The company’s regulatory record also covers auditor changes, board composition, shareholder meeting notices and proxy materials, material agreements, shelf registration and at-the-market offering documents, private placement agreements, termination of financing arrangements and capital-structure disclosures involving ordinary shares and related securities.
Haoxi Health Technology Ltd. reported a $9.54 million net loss for the fiscal year ended June 30, 2026, compared with $3.88 million net income in FY2025. FY2025 net income included a $6.76 million gain from the change in fair value of warrant liabilities. Revenue was $32.80 million in FY2025, down 32% from $48.52 million in FY2024, which the company attributed mainly to competition reducing sales volume and pressuring pricing. In FY2026, it recorded a $6.07 million credit-loss allowance and a full $1.5 million impairment of intangible assets.
Haoxi provides online marketing, especially short-video advertising, through its China-based operating subsidiary and served 565 advertisers in FY2026, including 230 healthcare companies. Its livestreaming agency service, launched in April 2025, remained under development and had generated no revenue. Net cash used in operating activities was $2.57 million in FY2026, and cash and cash equivalents totaled $10,933,108 at June 30, 2026. The company disclosed risks tied to PRC regulatory uncertainty and potential restrictions on cash transfers outside China; it has paid no dividends and does not expect to pay them in the foreseeable future.
Haoxi Health Technology Limited completed an initial closing of a registered direct offering to institutional investors under its effective Form F-3 shelf. The transaction covers 300,000 Class A ordinary shares at $0.40 per share and 9,700,000 pre-funded warrants, which are immediately exercisable at $0.33 per share. The purchase price of each pre-funded warrant is $0.07, and each warrant is exercisable into one Class A ordinary share. The company states gross proceeds of $4,000,000, assuming full exercise of all pre-funded warrants, before placement fees and expenses.
The initial closing occurred on July 13, 2026. Each investor may, on or before September 30, 2026, elect to purchase up to 100% of the number of shares and/or pre-funded warrants initially purchased, at the same pricing. As of July 13, 2026, Haoxi Health reports 7,004,632 Class A ordinary shares and 317,897 Class B ordinary shares outstanding. Directors, officers, and holders of more than 5% have signed lock-up agreements restricting sales of their ordinary shares for 90 days after the closing.
Univest Securities, LLC acted as sole placement agent and is entitled to a 7% cash fee on gross proceeds, a 0.5% non-accountable expense allowance, and up to $60,000 of expense reimbursement. Haoxi Health plans to use net proceeds for working capital, operating expenses, capital expenditures, potential acquisitions, business development, and other strategic initiatives, with allocation at management’s discretion within these stated priorities.
Haoxi Health Technology Limited is conducting a primary offering of 300,000 Class A Ordinary Shares at $0.40 per share and 9,700,000 pre-funded warrants, each exercisable for one Class A Ordinary Share at an exercise price of $0.33, for gross proceeds of up to $4,000,000 assuming full warrant exercise. Univest Securities acts as placement agent on a reasonable best-efforts basis, earning a 7% fee, with expected net proceeds of about $3.59 million before general corporate use including working capital, operating expenses, capex, acquisitions, and business development.
Operations run through PRC subsidiary Haoxi Beijing, making the structure and cash flows subject to Chinese regulatory, foreign investment, data security, CSRC filing and HFCA Act–related risks, which could impair the value or trading of the shares. For the year ended June 30, 2025, the company reported $32.80 million in revenue and net income of $3,876,680. The company does not expect to pay dividends in the foreseeable future and qualifies as both an emerging growth company and a foreign private issuer, allowing reduced U.S. reporting requirements.
Haoxi Health Technology Limited held an extraordinary general meeting where shareholders approved a major share capital reduction and related governance changes. The authorised share capital will be reduced and reorganized from US$35,200,000,000,000 (par value US$0.32 per share) to US$11,000,000 (par value US$0.0000001 per share) for both Class A and Class B ordinary shares, subject to Companies Act requirements. The share capital reduction was approved with 10,000,995 votes for, 7,952 against and 12 abstentions. Shareholders also approved the Ninth Amended Memorandum and Articles of Association and the adjournment resolution by similar vote margins. Holders of 472,049 Class A shares and all 317,897 Class B shares participated, meeting the quorum requirement.
Haoxi Health Technology Limited is calling an extraordinary general meeting on July 6, 2026 to seek shareholder approval for a major share capital reduction and related governance changes. The company proposes cutting authorised share capital from US$35,200,000,000,000 to US$11,000,000 by reducing the par value of both Class A and Class B ordinary shares from US$0.32 to US$0.0000001 and reorganising authorised but unissued shares.
Shareholders will also vote on adopting a Ninth Amended and Restated Memorandum and Articles of Association to reflect the new capital structure, and on an adjournment proposal allowing the board to postpone the meeting if support is insufficient. Class A shares carry one vote and Class B shares carry thirty votes, with a quorum set at not less than one-third of outstanding votes as of the June 24, 2026 record date.
Haoxi Health Technology Limited held an extraordinary general meeting where shareholders approved several corporate changes, including a share capital increase and a share consolidation. The meeting had participation from 819,094 of 2,222,501 Class A ordinary shares and all 317,897 Class B ordinary shares. Class A shares carried one vote each and Class B shares carried thirty votes each, and all proposals received strong support based on the reported vote counts.
Haoxi Health Technology Limited is calling a 2026 extraordinary general meeting on June 2, 2026 to seek major changes to its share structure and governing documents. Shareholders will vote on a massive increase in authorized capital, new constitutional documents, potential future share consolidations and an adjournment authority.
The board proposes lifting authorized capital from US$384.25 million to US$35,200,000,000,000, creating up to 100 trillion Class A and 10 trillion Class B shares at US$0.32 par value each. It also seeks approval to adopt amended memorandum and articles, including changing the quorum to one-third of outstanding voting power, and to authorize one or more share consolidations between 1‑for‑2 and 1‑for‑8,000 over two years to help maintain Nasdaq listing requirements.
Haoxi Health Technology Ltd CEO and Chairman Fan Zhen, a ten percent owner, reported an open-market purchase of 40,000,000 Class B Ordinary Shares at $0.018 per share. After this transaction, Fan Zhen directly holds 40,690,800 Class B Ordinary Shares.
Haoxi Health Technology Limited entered into a Securities Purchase Agreement with its CEO, Zhen Fan, to sell 40,000,000 Class B ordinary shares at US$0.018 per share. This provides US$720,000 in gross proceeds, which the company plans to use for working capital and general corporate purposes. The price is about 101.12% of the Nasdaq closing price of its Class A shares on May 18, 2026, and the issuance relies on private placement exemptions under the U.S. Securities Act. The deal is a related-party transaction reviewed and approved by the audit committee, which deemed the terms fair and negotiated on an arm’s-length basis. After closing, Zhen Fan will beneficially own 40,690,800 Class B shares, representing about 83.83% of the company’s aggregate voting power.
Haoxi Health Technology Limited closed a registered direct offering of 9,000,000 Class A ordinary shares at $0.25 per share and 16,999,998 pre-funded warrants, generating gross proceeds of $6,455,799.51 before fees. Each pre-funded warrant was sold at $0.2474 and is immediately exercisable at $0.0026 per share, with each warrant exercisable for 10.355 Class A shares, or up to 176,034,979 shares in total.
The offering closed on May 12, 2026. As of that date, the company had issued 146,445,353 Class A shares in this transaction, including 137,445,353 shares from the exercise of 13,273,332 pre-funded warrants, and had 205,198,381 Class A shares and 690,800 Class B shares outstanding. Net proceeds are intended for working capital and general corporate purposes. The company agreed to 30-day restrictions on new equity issuance and variable rate transactions, while directors, officers and >5% shareholders agreed to 90-day lock-ups.