HAO issues 5,217,391 Class A shares at $0.23 in Reg S deal

Rhea-AI Filing Summary

Haoxi Health Technology Limited closed a Regulation S private placement to non‑U.S. persons, issuing 5,217,391 Class A ordinary shares at $0.23 per share for gross proceeds of $1.2 million. The transaction closed on October 22, 2025, and net proceeds will be used for working capital and general corporate purposes.

Following the closing, shares outstanding were 7,503,028 Class A and 690,800 Class B, each with a par value of $0.0025, as of the date of this report. The shares were issued in reliance on the Securities Act’s Regulation S exemption.

Insights

Capital markets analyst

Neutral: HAO raises $1.2M via Reg S equity at $0.23/share.

Haoxi Health completed a Regulation S private placement, selling 5,217,391 Class A shares at $0.23 for gross proceeds of $1.2 million. This adds primary equity capital and modestly increases the share count.

Proceeds are earmarked for working capital and general corporate purposes, a typical use that supports liquidity rather than a specific project. The filing states issuance relied on Regulation S, indicating sales to non‑U.S. persons.

Post‑deal, outstanding shares were 7,503,028 Class A and 690,800 Class B as of the report date. Actual market impact depends on trading dynamics and future disclosures; the document provides no guidance beyond the closing on October 22, 2025.

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 October 2025

Commission File Number: 001-41933

Haoxi Health Technology Limited

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

Beijing, China

+86-10-13311587976

(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  ☐

Closing of Private Placement

As previously disclosed on a Current Report on Form 6-K filed by Haoxi Health Technology Limited (the “Company”) with the U.S. Securities and Exchange Commission on October 17, 2025, the Company entered into a certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) on October 13, 2025. Pursuant to the SPA, the Company agreed to sell an aggregate of 5,217,391 Class A ordinary share of the Company, par value $0.0025 per share (the “Shares”), at a purchase price of $0.23 per Share (the “Offering”). The net proceeds to the Company from such Offering shall be used by the Company for working capital and general corporate purposes.

The closing of the Offering and sale of the Shares occurred on October 22, 2025, when all the closing conditions of the SPA have been satisfied. The Company issued the Shares in exchange for gross proceeds of $1.2 million, before the deduction of customary expenses.

The Shares were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933. Following the closing of the Offering, the Company has an aggregate of 7,503,028 Class A ordinary shares, and 690,800 Class B ordinary shares, each with a par value of $0.0025, issued and outstanding as of the date of this report.

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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
By:	/s/ Zhen Fan
Name:	Zhen Fan
Title:	Chief Executive Officer
Date: October 24, 2025

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FAQ

What did Haoxi Health (HAO) announce?

The company closed a Regulation S private placement, issuing 5,217,391 Class A shares at $0.23 per share.

How much capital did HAO raise in the private placement?

Haoxi Health received $1.2 million in gross proceeds from the sale of the shares.

When did the Haoxi Health private placement close?

The transaction closed on October 22, 2025, after SPA closing conditions were satisfied.

Who purchased the new HAO shares?

Shares were sold to non‑U.S. persons as defined in Regulation S under the Securities Act.

What will HAO use the proceeds for?

Net proceeds will be used for working capital and general corporate purposes.

What are HAO’s shares outstanding after the closing?

As of the report date: 7,503,028 Class A and 690,800 Class B ordinary shares outstanding.