Haoxi Health (NASDAQ: HAO) terminates $80M at-the-market stock offering deal

Rhea-AI Filing Summary

Haoxi Health Technology Limited has terminated its at-the-market equity offering program with Aegis Capital Corp. The program had allowed the company to offer and sell up to $80 million of Class A ordinary shares under an effective Form F-3 shelf registration and related prospectus supplement.

Haoxi and Aegis entered into a mutual termination agreement effective February 7, 2026, ending the sales agreement and related arrangements. The company reports that it did not sell any Class A ordinary shares under this at-the-market program before it was terminated.

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 February 2026

Commission File Number: 001-41933

HAOXI HEALTH TECHNOLOGY LIMITED.

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 ☐

Termination of a Material Definitive Agreement

As previously disclosed, on January 23, 2026, Haoxi Health Technology Limited, a Cayman Islands exempted company (the “Company”), entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp (the “Sales Agent”), establishing an at-the-market equity program. According to the Sales Agreement, the Company may offer and sell, from time to time, through or to the Sales Agent, up to $80 million of the Company’s Class A ordinary shares, par value $0.0025 each (the “Class A Ordinary Shares”), pursuant to the Company’s registration statement on Form F-3, as amended, (File No. 333-287686), initially filed with the U.S. Securities and Exchange Commission on May 30, 2025, and declared effective on June 13, 2025, and the prospectus supplement, dated January 23, 2026.

On February 7, 2026, the Company and the Sales Agent entered into a certain mutual termination agreement, pursuant to which, the Sales Agreement and all related agreements contemplated thereunder were terminated and had no further force and effect, effective on February 7, 2026. The Company did not sell any Class A Ordinary Shares pursuant to the Sales Agreement.

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SIGNATURE

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: February 10, 2026	By:	/s/ Zhen Fan
	Name:	Zhen Fan
	Title:	Chief Executive Officer

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FAQ

What did Haoxi Health Technology Limited (HAO) announce in this 6-K?

Haoxi Health Technology Limited reported it mutually terminated its at-the-market equity sales agreement with Aegis Capital Corp. The agreement allowed share sales over time but is now void. All related arrangements ended effective February 7, 2026, with no shares sold under the program.

How large was Haoxi Health Technology’s terminated at-the-market program?

The terminated at-the-market program permitted Haoxi Health Technology to offer and sell up to $80 million of Class A ordinary shares. These shares would have been issued under an effective Form F-3 registration statement and a January 23, 2026 prospectus supplement filed with the U.S. Securities and Exchange Commission.

Did Haoxi Health Technology (HAO) sell any shares under the Aegis ATM agreement?

No, Haoxi Health Technology did not sell any Class A ordinary shares under the at-the-market sales agreement with Aegis Capital Corp. The company states explicitly that no shares were sold before the agreement and related arrangements were mutually terminated effective February 7, 2026.

When did Haoxi Health Technology’s ATM sales agreement with Aegis become effective?

Haoxi’s at-the-market equity program was established through a sales agreement dated January 23, 2026. It relied on a Form F-3 registration statement declared effective on June 13, 2025, and a prospectus supplement also dated January 23, 2026, covering Class A ordinary shares.

On what date was Haoxi Health Technology’s ATM program terminated?

The mutual termination agreement between Haoxi Health Technology and Aegis Capital Corp became effective on February 7, 2026. From that date, the sales agreement and all related arrangements had no further force or effect, ending the at-the-market equity program completely.

What securities were eligible to be sold under Haoxi Health Technology’s ATM program?

The program covered Haoxi Health Technology’s Class A ordinary shares with a par value of $0.0025 each. These shares were issuable up to an aggregate offering amount of $80 million under the company’s effective Form F-3 shelf registration and the related prospectus supplement.