[6-K] Haoxi Health Technology Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Haoxi Health Technology entered a securities purchase agreement to raise capital through a private placement. On October 13, 2025, the company agreed to sell 5,217,391 Class A ordinary shares for an aggregate purchase price of approximately $1.2 million to certain non‑U.S. investors under Regulation S. The company plans to use the proceeds for working capital and general corporate purposes.

The agreement includes customary representations and warranties and is subject to various conditions to closing, including the accuracy of the parties’ representations. The shares are being offered in a transaction exempt from U.S. registration. A form of the Securities Purchase Agreement was filed as an exhibit.

Insights

Equity Capital Markets Analyst

Reg S private placement raises $1.2M, subject to closing conditions.

Haoxi Health Technology agreed to sell 5,217,391 Class A shares to non‑U.S. investors under Regulation S. This exemption permits offshore sales without SEC registration, providing faster access to capital compared with a registered offering.

The filing states proceeds are for working capital and general corporate purposes. Closing is conditioned on the accuracy of representations and warranties, which is standard for such transactions. Actual dilution and holder distribution are not detailed in the excerpt.

If the transaction closes as described, the company receives approximately $1.2 million. Subsequent disclosures may specify closing status or any additional terms if they change, but none are indicated here.

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 ☐

Entry into Material Definitive Agreements

Private Placement

On October 13, 2025, Haoxi Health Technology Limited (the “Company”) entered into 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”) pursuant to which the Company agreed to sell an aggregate of 5,217,391 Class A ordinary shares of the Company, par value $0.0025 per share (the “Shares”) for an aggregate purchase price of approximately $1.2 million (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 parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The SPA is subject to various conditions to closing, including, among other things, accuracy of the parties’ representations and warranties. The Shares to be issued in the Offering are exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

The form of the SPA is filed as Exhibits 99.1 to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

Exhibits.

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement

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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: October 17, 2025	By:	/s/ Zhen Fan
	Name:	Zhen Fan
	Title:	Chief Executive Officer

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