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Haoxi Health Technology Limited established an at-the-market equity offering program that allows it to sell Class A ordinary shares with an aggregate offering price of up to $80,000,000 under its effective Form F-3 shelf registration.
The company entered into a Sales Agreement with Aegis Capital Corp., which will act as sales agent and use commercially reasonable efforts to sell shares based on Haoxi’s instructions, through methods qualifying as an “at the market offering” under Rule 415.
Haoxi will pay the sales agent a commission of 2.5% of the aggregate gross proceeds from each sale and reimburse specified expenses of up to $75,000 annually. Cayman Islands counsel Ogier provided a legal opinion confirming that shares issued under the program will be validly issued, fully paid and non-assessable.
Haoxi Health Technology Limited is offering up to $80,000,000 of its Class A Ordinary Shares through an at-the-market program with Aegis Capital Corp. acting as sales agent or principal. Aegis will sell shares on Nasdaq at prevailing prices and receive a 2.5% commission on gross proceeds. Based on a reference price of $1.56, Class A shares outstanding could rise from 58,753,028 to 110,035,079, which would significantly dilute existing holders.
The company plans to use net proceeds for general corporate purposes, including working capital, operating expenses, capital spending, potential acquisitions and business development. Haoxi is a Cayman Islands holding company whose operations run through its PRC subsidiary, Haoxi Beijing, an online marketing solutions provider focused on healthcare advertisers, which generated $32.80 million of revenue and net income of $3,876,680 for the year ended June 30, 2025.
The filing highlights substantial legal and operational risks tied to doing business in China, including evolving foreign investment, data security and CSRC overseas listing rules that could limit offerings or even render the shares worthless. It also notes potential HFCA Act delisting risk if PCAOB access to the auditor were ever restricted, PRC constraints on moving cash out of China, the absence of planned dividends, emerging growth and foreign private issuer status, and an auditor report expressing substantial doubt about the company’s ability to continue as a going concern.
Haoxi Health Technology Limited filed a Form 6-K announcing that materials for an Extraordinary General Meeting of Shareholders are available. The filing attaches the Notice and Proxy Statement as Exhibit 99.1 and the Proxy Card as Exhibit 99.2.
The company notes it is a foreign private issuer and that the Notice is not subject to SEC review and comment. Shareholders are urged to read the Notice for important details about the meeting. Copies are available on the SEC’s website at www.sec.gov and on the company’s website at http://www.haoximedia.com/.
The company, its Board, and executive officers may be deemed participants in the proxy solicitation, with additional information about their interests described in the Notice.
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.
Haoxi Health Technology Limited (HAO) filed its annual report on Form 20-F. The Cayman holding company operates in China through its subsidiary, providing one-stop online marketing solutions, especially short video ads, mainly for healthcare clients. It also launched livestreaming agency services in April 2025, which have not generated revenue.
The company completed an IPO at $4.00 per share, including an over-allotment, for total gross proceeds of $11,040,000. A 25-for-1 share consolidation and share capital reorganization took effect on January 10, 2025, setting authorized capital at 300,000,000 Class A and 100,000,000 Class B shares, each with $0.0025 par value. An aggregate of 2,896,595 ordinary shares were outstanding as of June 30, 2025 (2,205,795 Class A; 690,800 Class B).
The report highlights PRC regulatory risks, including CSRC filing requirements for overseas offerings. The company completed CSRC filing for its IPO in 2023 and filed regarding a follow-on in 2024. No dividends have been paid; future earnings are intended for reinvestment. Auditor Wei, Wei & Co., LLP is PCAOB-inspected, addressing HFCA Act risks noted.
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.