PROSPECTUS
SUPPLEMENT
|
Filed
Pursuant to Rule 424(b)(5) |
| (To Prospectus dated July 16, 2025) |
Registration No. 333-288693 |
Mobile-health
Network Solutions
Up
to $2,262,250
This
prospectus supplement amends and supplements the information in the prospectus, dated July 16, 2025, filed with the Securities and Exchange
Commission as a part of our registration statement on Form F-3 (File No. 333-288693) (the “Registration Statement”), as previously
supplemented by our prospectus supplement, dated September 9, 2025 (the “September Prospectus Supplement,” together with
the Registration Statement, the “Prior Prospectus”), relating to the offer and sale of a number of shares of our Class A
Ordinary Share, $0.00016 par value per share, having an aggregate offering price of up to $300,000,000 (“Shares”),
pursuant to that certain At The Market Offering Agreement we previously entered into with A.G.P./Alliance Global Partners (the “Sales
Agent” or “AGP”) on July 15, 2025 (the “Sales Agreement”).
As
of the date of this prospectus supplement, we have sold $1,253,245 of our Class A Ordinary Shares pursuant to the Sales Agreement and
the Prior Prospectus. We are filing this prospectus supplement to amend the Prior Prospectus to increase the amount we may offer and
sell under the registration statement of which this prospectus supplement and the Prior Prospectus form a part from $1,253,948 to
$2,262,250 following an increase in the aggregate market value of issued and outstanding Class A Ordinary Shares held by non-affiliates
(our “Public Float”). From the date of the Prior Prospectus to the date of this prospectus supplement, we have offered
and sold $1,253,245 of our Class A Ordinary Shares under the Sales Agreement. Accordingly, under this prospectus supplement, we
may offer and sell Class A Ordinary Shares having a maximum aggregate offering price of up to $1,009,005 from time to time through
A.G.P. acting as our sales agent or principal in accordance with the Sales Agreement. If our Public Float increases such that we may
sell a greater amount of Class A Ordinary Shares under the Sales Agreement and the registration statement of which this prospectus supplement
and the Prior Prospectus form a part, we will file another prospectus supplement prior to making such sales.
Pursuant to General Instruction I.B.5 of Form F-3,
in no event may we sell, pursuant to the registration statement of which this prospectus supplement and the Prior Prospectus form a part,
securities in a public primary offering with a value exceeding one-third of our Public Float in any 12-month period, so long as our Public
Float remains below $75,000,000. Our Public Float as of November 21, 2025 was $6,786,752.50, based on 1,428,790
shares of our common stock issued and outstanding and held by non-affiliates on November 21, 2025, and a price per share of $4.75
as of November 21, 2025, which is a date within 60 days prior to the filing date of this prospectus supplement. As of the date
hereof, we have sold securities with an aggregate market value of $1,253,245 pursuant to General Instruction I.B.5 of Form F-3 during
the prior 12-month period that ends on and includes the date hereof.
This
prospectus supplement should be read in conjunction with the Prior Prospectus, including all supplements thereto and documents incorporated
by reference therein, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes
the information contained in the Prior Prospectus. This prospectus supplement is not complete without and may only be delivered or utilized
in connection with, the Prior Prospectus and any future amendments or supplements thereto.
Our Class A Ordinary Shares are listed on The Nasdaq
Capital Market (“Nasdaq”) under the symbol “MNDR.” The last reported sale price of our Class A Ordinary Shares
on November 21, 2025, was $4.75 per share.
Class A Ordinary Shares covered by this prospectus
may be sold by any method deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of
1933, as amended (the “Securities Act”). If authorized by us in writing, the Sales Agent may also sell shares of our Class
A Ordinary Shares in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market
prices and/or by any other method permitted by law. If we and the Sales Agent agree on any method of distribution other than sales of
shares of our Class A Ordinary Shares on or through Nasdaq or another existing trading market in the United States at market prices, we
will file a further prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities
Act. The Sales Agent is not required to sell any specific number or dollar amount of securities but, when it receives a sale order from
us, the Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading and sales practices to execute the
order on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.
The compensation payable to the Sales Agent for sales
of Class A Ordinary Shares sold pursuant to the Sales Agreement will be 3.0% of the gross proceeds of the sales price of Class A Ordinary
Shares sold, in addition to reimbursement of certain expenses. See “Plan of Distribution” in the Prior Prospectus.
We anticipate no other commissions or material expenses for sales under the Sales Agreement. The orders will be executed at price limits
imposed by us.
Investing
in our securities involves risks. See “Risk Factors” beginning on page S-4 of the September Prospectus Supplement, and in
the filings with the Securities and Exchange Commission that are incorporated by reference into the Prior Prospectus and this prospectus
supplement, for certain risks you should consider. You should read all the information set forth in this prospectus supplement and the
Prior Prospectus, as well as the documents incorporated by reference herein and the Prior Prospectus, carefully before you make your
investment decision.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prior Prospectus, this prospectus supplement or the accompanying prospectus are truthful or complete. Any representation to the
contrary is a criminal offense.
A.G.P.
The
date of this prospectus supplement is November 24, 2025.
