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 ☐
Closing of A Registered Direct Offering
On
May 11, 2026, Haoxi Health Technology Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”)
entered into a certain securities purchase agreement with certain investors for the purchase and sale of an aggregate of 9,000,000 Class
A ordinary shares, par value $0.0025 per share (the “Class A Ordinary Shares”) at an offering price of $0.25 per share,
and 16,999,998 pre-funded warrants (the “Pre-Funded Warrants”, the Class A Ordinary Shares issuable upon the exercise
thereof, the “Warrant Shares”, together with the Shares, the Pre-Funded Warrants, the “Securities”)
for gross proceeds of $6,455,799.51, before deducting placement agent fees and other estimated expenses payable by the Company. The purchase
price for each Pre-Funded Warrant is equal to the public offering price for the Class A Shares less the $0.0026 per share exercise price
of each such Pre-Funded Warrant which is $0.2474.
The
Pre-Funded Warrants are immediately exercisable upon issuance. The exercise price per whole Class A Ordinary Share purchasable upon exercise
of the Pre-Funded Warrants is $0.0026. Each Pre-Funded Warrant is exercisable to purchase 10.355 Class A Ordinary Shares. In total, the
16,999,998 Pre-Funded Warrants are exercisable to purchase up to 176,034,979 Class A Ordinary Shares.
The
Securities are being offered pursuant to a base prospectus, dated June 13, 2025 and a prospectus supplement, dated May 11, 2026, that
forms a part of the Company’s shelf registration statement on Form F-3, as amended (File No. 333-287686) (the “Registration
Statement”), which Registration Statement was declared effective by the Securities and Exchange Commission on June 13, 2025.
Pursuant
to the Securities Purchase Agreement, the Company has agreed, for a period beginning on the date of the Securities Purchase Agreement
and ending on thirty (30) days following the closing date, not to (i) issue or enter into an agreement to issue any Ordinary Shares or
Ordinary Share Equivalents (as defined in the Securities Purchase Agreement), or (ii) file any registration statement or amendment or
supplement thereto, subject to certain exceptions,. The Company has also agreed not to enter into or effect any Variable Rate Transaction
(as defined in the Securities Purchase Agreement) for a period beginning on the date of the Securities Purchase Agreement and ending on
thirty (30) days following the closing date.
In
connection with the offering, the Company entered into a placement agency agreement (the “Placement Agency Agreement”)
with Univest Securities, LLC (the “Placement Agent”) on May 11, 2026, pursuant to which the Placement Agent acted as
sole placement agent for this offering and would receive at the closing of the offering a cash fee equal to 7% of the gross proceeds,
a non-accountable expenses allowance of 0.5% of the gross proceeds of the offering and reimbursement for legal fees and other out-of-pocket
fees, costs and expenses in the amount of up to $80,000.
In
addition, on May 11, 2026, each of the directors and officers of the Company, as well as shareholders who beneficially own more than 5%
of the issued and outstanding Class A Ordinary Shares, entered into a certain lock-up agreements (the “Lock-Up Agreements”),
pursuant to which each of them has agreed, among other things, not to sell or dispose of any Ordinary Shares which are or will be beneficially
owned by them for ninety (90) days following the closing of the offering.
The
offering closed on May 12, 2026. As of May 12, 2026, the Company issued an aggregate of 146,445,353 Class A Ordinary Shares, consisting
of 9,000,000 Class A Ordinary Shares issued pursuant to the Securities Purchase Agreement and 137,445,353 Class A Ordinary Shares upon
exercise of 13,273,332 Pre-Funded Warrants. As of May 12, 2026, the Company has 205,198,381 Class A Ordinary Shares and 690,800 Class
B Ordinary Shares issued and outstanding.
The
Company intends to use the net proceeds from the offering for working capital and general corporate purposes. However, the management
of the Company will have discretion in allocating the net proceeds in accordance with the above priorities and purposes, depending on
general operating costs and expenditures and the changing needs of the Company’s business.
Copies
of the (i) form of Pre-Funded Warrant, (ii) form of Securities Purchase Agreement, (iii) Placement Agency Agreement, and (vi) form lock-up
agreement are attached hereto as Exhibits 4.1, 10.1, 10.2, and 10.3, respectively, and are incorporated by reference herein. The foregoing
summaries of the terms of each agreement mentioned above are subject to, and qualified in their entirety by, such documents. A copy of
the opinion of Ogier, as Cayman Islands counsel to the Company, regarding the legality of the issuance and allotment of the Securities
is attached hereto as Exhibit 5.1 and is incorporated by reference herein.
This
report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements
Certain statements in this
current report on Form 6-K 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 SEC.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| 4.1 |
|
Form of Pre-Funded Warrants |
| 5.1 |
|
Opinion of Ogier |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement, dated May 11, 2026 |
| 10.3 |
|
Form of Lock-Up Agreement |
| 23.1 |
|
Consent of Ogier (included in Exhibit 5.1) |
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 12, 2026 |
By: |
/s/ Zhen Fan |
| |
Name: |
Zhen Fan |
| |
Title: |
Chief Executive Officer |
