Haoxi Health CEO buys 40M Class B shares for $720k

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.

Rhea-AI Filing Summary

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.

Insights

Corporate governance and capital markets analyst

Haoxi raises US$720,000 from its CEO in a related-party share sale, concentrating voting control.

Haoxi Health Technology Limited is issuing 40,000,000 Class B ordinary shares to its CEO at US$0.018 per share for total proceeds of US$720,000. The company states the cash will support working capital and general corporate purposes, providing incremental liquidity.

The transaction is explicitly a related-party deal, but the audit committee reviewed potential conflicts and approved it, stating the terms are fair and negotiated on an arm’s-length basis. The shares are offered under Section 4(a)(2) and/or Regulation S, meaning they are not registered with the SEC.

Post-closing, the CEO’s beneficial ownership will represent about 83.83% of aggregate voting power, giving him substantial control over shareholder decisions. Subsequent disclosures may clarify how this concentrated voting power affects future corporate actions and governance dynamics.

Key Figures

Shares issued: 40,000,000 shares Purchase price per share: US$0.018 per share Aggregate purchase price: US$720,000 +3 more

6 metrics

Shares issued 40,000,000 shares Class B ordinary shares under Securities Purchase Agreement

Purchase price per share US$0.018 per share Price paid by CEO Zhen Fan

Aggregate purchase price US$720,000 Gross proceeds from share issuance

Price vs Nasdaq close 101.12% Of Class A closing price on May 18, 2026

Post-deal Class B holdings 40,690,800 shares Beneficially owned by CEO after closing

Post-deal voting power 83.83% Aggregate voting power of outstanding ordinary shares

Key Terms

Securities Purchase Agreement, related-party transaction, Regulation S, Section 4(a)(2), +1 more

5 terms

Securities Purchase Agreement financial

"the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. Zhen Fan"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

related-party transaction financial

"The transaction contemplated by the Purchase Agreement constitutes a related-party transaction."

A related-party transaction is a deal, payment or transfer of value between a company and people or entities closely connected to its managers, directors or major owners—think of a business hiring a company owned by the CEO’s sibling. Investors care because such deals can be biased, overprice goods or hide conflicts of interest, affecting profits and trust; clear disclosure and fair terms help ensure the company is run in shareholders’ best interest.

Regulation S regulatory

"including Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder."

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) regulatory

"in reliance upon exemptions from the registration requirements... including Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

aggregate voting power financial

"representing approximately 83.83% of the aggregate voting power of the Company’s outstanding ordinary shares."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Haoxi Health Technology Limited (HAO) disclose in this Form 6-K?

Haoxi Health Technology Limited disclosed a Securities Purchase Agreement with its CEO, Zhen Fan, to issue 40,000,000 Class B ordinary shares at US$0.018 per share, raising US$720,000 in gross proceeds for working capital and general corporate purposes.

How many shares is Haoxi Health issuing to its CEO and at what price?

Haoxi Health is issuing 40,000,000 Class B ordinary shares to its CEO at a price of US$0.018 per share. This results in an aggregate purchase price of US$720,000 under the Securities Purchase Agreement described in the Form 6-K.

How does the Haoxi Health (HAO) share price in this deal compare to the market price?

The purchase price of US$0.018 per share represents approximately 101.12% of the closing price of Haoxi Health’s Class A ordinary shares on Nasdaq.com on May 18, 2026, indicating the insider paid slightly above that closing market price.

What will be Haoxi CEO Zhen Fan’s voting power after this share issuance?

Immediately after closing, CEO Zhen Fan will beneficially own 40,690,800 Class B ordinary shares, representing about 83.83% of the aggregate voting power of Haoxi Health’s outstanding ordinary shares, giving him significant control over shareholder voting matters.

How will Haoxi Health use the US$720,000 raised from this related-party transaction?

Haoxi Health states that the net proceeds of US$720,000 from issuing 40,000,000 Class B shares will be used for working capital and general corporate purposes, supporting the company’s ongoing operational needs and general business activities.

Was the Haoxi Health share sale to its CEO reviewed for conflicts of interest?

Yes. The audit committee reviewed the Securities Purchase Agreement, considered potential conflicts of interest, and approved the transaction, determining that selling the shares for US$720,000 is fair and reasonable to Haoxi and its shareholders and was negotiated on an arm’s-length basis.

Are the new Haoxi Health shares registered under the U.S. Securities Act of 1933?

The shares have not been registered under the Securities Act of 1933 or state securities laws. They are being offered and sold under exemptions, including Section 4(a)(2) and/or Regulation S, and cannot be offered or sold in the United States without registration or a valid exemption.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:15 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number: 001-41933

Haoxi Health Technology Limited

(Translation of registrant’s name into English)

Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District

Beijing, China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Entry into Securities Purchase Agreement

On May 18, 2026, Haoxi Health Technology Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mr. Zhen Fan (the “Purchaser”), the Company’s Chief Executive Officer and the chairman of the board of the directors (the “Board”) , pursuant to which the Company agreed to issue and sell to the Purchaser, and the Purchaser agreed to purchase from the Company, 40,000,000 Class B ordinary shares of the Company, par value US$0.0025 per share (the “Shares”), at a purchase price of US$0.018 per share, for an aggregate purchase price of US$720,000, subject to the terms and conditions set forth in the Purchase Agreement.

The purchase price per Share represents approximately 101.12% of the closing price of the Company’s Class A ordinary shares as reported on Nasdaq.com on May 18, 2026. The Company intends to use the net proceeds from the sale of the Shares for working capital and general corporate purposes.

The Shares are being offered and sold in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) of the Securities Act and/or Regulation S promulgated thereunder. The Shares have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions of the Company and the Purchaser. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions set forth in the Purchase Agreement, including, among others, the delivery of the purchase price by the Purchaser and the issuance of the Shares by the Company.

The transaction contemplated by the Purchase Agreement constitutes a related-party transaction. On May 18, 2026, the audit committee of the Board (the “Committee”) reviewed the Purchase Agreement and the proposed issuance and sale of the Shares to the Purchaser, including potential conflicts of interest, and approved the Purchase Agreement and the transaction contemplated therein. The Committee determined that the issuance and sale of the Shares to the Purchaser for the aggregate purchase price of US$720,000 is fair and reasonable to the Company and its shareholders and that the negotiations were conducted on an arm’s-length basis. The transaction contemplated by the Purchase Agreement is expected to close on or about May 19, 2026.

Immediately following the closing of the transaction contemplated by the Purchase Agreement, the Purchaser 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.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

1

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Form of Securities Purchase Agreement

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Haoxi Health Technology Limited
Date: May 19, 2026	By:	/s/ Zhen Fan
	Name:	Zhen Fan
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 225.4 KB