Mobile-health secures US$126M capital injection deal

Mobile-health Network Solutions agreed to a definitive Securities Purchase Agreement with Dato’ Ling Tiung Leng for a capital injection of MYR 500,000,000 (approximately US$126 million).

Rhea-AI Filing Summary

Mobile-health Network Solutions agreed to a definitive Securities Purchase Agreement with Dato’ Ling Tiung Leng for a capital injection of MYR 500,000,000 (approximately US$126 million). In exchange, the Company will issue about 9,000,000 Class A ordinary shares at US$14.10 per share, after full completion of the injection, giving Dato’ Ling a 65% equity stake. The funds are earmarked exclusively for constructing AI data centers in Malaysia through PP GRID SDN. BHD., including related infrastructure, equipment and operating costs. The capital will be paid in tranches, with shares issued within 15 business days of each tranche’s receipt, and the overall transaction remains subject to customary closing conditions.

Positive

• MYR 500,000,000 (≈US$126 million) capital injection provides substantial new funding earmarked for AI data center construction in Malaysia, supporting expansion of digital infrastructure and related operations.
• Dedicated use of proceeds for AI Data Centers via PP GRID SDN. BHD. focuses the new capital on a specific growth initiative, including infrastructure, equipment and operational expenditures.

Negative

• Dilution and change of control: issuance of approximately 9,000,000 new Class A shares at US$14.10 will give Dato’ Ling a 65% equity stake, significantly diluting existing shareholders and creating a new controlling owner.

Insights

Equity capital markets analyst

Large strategic capital injection brings new control shareholder and funds AI data centers.

The Company secured a MYR 500,000,000 (about US$126 million) capital injection from Dato’ Ling, priced at US$14.10 per Class A share. Upon full completion, about 9,000,000 new shares will give Dato’ Ling a 65% equity stake, effectively shifting control.

Proceeds are dedicated to building AI data centers in Malaysia via PP GRID SDN. BHD., covering infrastructure, equipment and operating costs. The investment is structured in tranches, with shares issued within 15 business days of each tranche, and completion remains subject to customary closing conditions.

This arrangement combines growth funding with a major ownership change. Actual impact will depend on timely funding of the tranches, execution of the AI data center build‑out, and any future disclosures once closing conditions under the Securities Purchase Agreement are satisfied.

Key Figures

Capital injection size: MYR 500,000,000 Approximate USD value: US$126 million Share issuance: ≈9,000,000 Class A ordinary shares +4 more

7 metrics

Capital injection size MYR 500,000,000 Aggregate capital injection under the Securities Purchase Agreement

Approximate USD value US$126 million Approximate value of the MYR 500,000,000 capital injection

Share issuance ≈9,000,000 Class A ordinary shares Shares to be issued upon full completion of the capital injection

Purchase price per share US$14.10 per share Price used to calculate shares issued for each tranche

Resulting equity stake 65% equity stake Ownership in the Company held by Dato’ Ling after full completion

Issuance timing 15 business days Deadline to issue shares after receiving each tranche

Agreement date April 24, 2026 Date of the Securities Purchase Agreement

Key Terms

Securities Purchase Agreement, Capital Injection, Class A ordinary shares, AI Data Centers, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a definitive Securities Purchase Agreement (“SPA”) with Dato’ Ling"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Capital Injection financial

"for an aggregate capital injection of MYR 500,000,000"

A capital injection is new money put into a company by owners, investors or lenders to shore up its finances, fund operations or support growth. Think of it as giving a struggling boat extra ballast or putting fuel in a car — it keeps the company running and reduces the risk of failure. For investors, it matters because it can lower bankruptcy risk but may change ownership stakes or increase debt, affecting future returns.

Class A ordinary shares financial

"issue approximately 9,000,000 Class A ordinary shares of the Company"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

AI Data Centers technical

"used for the construction of AI Data Centers in Malaysia"

AI data centers are specialized facilities built to store massive datasets and run powerful processors that train and operate artificial intelligence models — think of them as factories designed specifically for building and running AI. They matter to investors because they require large, ongoing capital and energy investments while driving revenue for cloud and chip providers; changes in demand, costs, or regulation can materially affect returns and company valuation.

forward-looking statements regulatory

"This report on Form 6-K contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What capital injection did Mobile-health Network Solutions (MNDR) announce?

Mobile-health Network Solutions agreed to a capital injection of MYR 500,000,000, approximately US$126 million, from Dato’ Ling Tiung Leng. In return, the Company will issue about 9,000,000 Class A ordinary shares at US$14.10 per share, subject to customary closing conditions.

How will the MNDR capital injection affect company ownership?

Upon full completion of the capital injection and related share issuance, Dato’ Ling will hold a 65% equity stake in Mobile-health Network Solutions. This makes Dato’ Ling the new controlling shareholder, representing a significant shift in the Company’s ownership structure.

What will Mobile-health Network Solutions use the MYR 500,000,000 for?

The MYR 500,000,000 capital injection is designated exclusively for building AI Data Centers in Malaysia held by PP GRID SDN. BHD. It covers related infrastructure, equipment and operational expenditures, focusing the new funds on expanding the Company’s technology and data infrastructure.

How is the MNDR capital injection structured and when are shares issued?

The capital injection will be made in tranches. For each tranche, the MYR amount is converted to USD at the prevailing exchange rate, divided by US$14.10, and the corresponding Class A shares are issued within 15 business days of receipt.

What agreement governs the Mobile-health Network Solutions capital injection?

The transaction is governed by a definitive Securities Purchase Agreement dated April 24, 2026 between Mobile-health Network Solutions and Dato’ Ling. The agreement sets terms for the MYR 500,000,000 capital injection and related share issuance, subject to customary closing conditions.

Are there any conditions before the MNDR capital injection is completed?

Yes. Completion of the capital injection under the Securities Purchase Agreement remains subject to customary closing conditions. The Company indicated it will provide further updates once the transaction, including the planned tranches and share issuances, has been completed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/28/2026 - 09:15 AM Learn about SEC filing dates

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 April 2026

Commission file number: 001-41990

Mobile-health Network Solutions

(Exact name of registrant as specified in its charter)

2 Venture Drive, #07-08 Vision Exchange

Singapore 608526

+65 6222 5223

(Address of principal executive offices)

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 a Sale and Purchase Agreement.

On April 24, 2026, Mobile-health Network Solutions (the “Company”) entered into a definitive Securities Purchase Agreement (“SPA”) with Dato’ Ling Tiung Leng (“Dato’ Ling”), for an aggregate capital injection of MYR 500,000,000 (approximately US$126 million) into the Company (the “Capital Injection”). In consideration for the Capital Injection, the Company shall issue approximately 9,000,000 Class A ordinary shares of the Company, at a purchase price of $14.10 per share, to Dato’ Ling upon full completion of the Capital Injection. Following such share issuance, Dato’ Ling will hold an aggregate of 65% equity stake in the Company. The Capital Injection is to be exclusively used for the construction of AI Data Centers in Malaysia held by PP GRID SDN. BHD., including all its related infrastructure, equipment, and operational expenditures.

The Capital Injection will be made in tranches, with the number of shares to be issued for each tranche calculated based on the MYR amount of the tranche converted to USD at the prevailing exchange rate on the date of receipt, divided by US$14.10. The Company is required to issue the corresponding Class A ordinary shares to Dato’ Ling within 15 business days of receiving each tranche.

Completion of the Capital Injection pursuant to the SPA remains subject to customary closing conditions. The Company will provide further updates upon completion of the transaction.

The SPA is attached to this Current Report on Form 6-K as Exhibit 10.1, and are incorporated herein by reference. The foregoing description of the material terms of the SPA does not purport to be complete and is qualified in its entirety by reference to the exhibit attached hereto.

Forward-Looking Statements

This report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, statements regarding the ability to successfully execute on the plans and undertakings contemplated in the agreements discussed in this report.

Additional forward-looking statements can be identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the SEC from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.manadr.com/sec-filings. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement dated April 24, 2026.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Mobile-health Network Solutions
Date: April 28, 2026	By:	/s/ Siaw Tung Yeng
		Siaw Tung Yeng
		Co-Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 93.1 KB

Other Documents

• EX-10 GRAPHIC 11.4 KB
• EX-10 GRAPHIC 3.4 KB