STOCK TITAN

Mobile-health Network Solutions (NASDAQ: MNDR) OKs share consolidation and 90-vote Class C stock

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Mobile-health Network Solutions reported that shareholders approved several major capital and governance changes at an extraordinary general meeting. They backed a share consolidation effective June 22, 2026, reducing the number of ordinary shares while increasing the par value per share, with fractional shares rounded up.

Shareholders also approved creating a new Class C Ordinary Share carrying 90 votes per share, to take effect alongside the consolidation. Immediately afterward, the authorised share capital will increase from US$50,000.00064 divided into 52,083,334 ordinary shares to US$18,720,000 divided into 19,500,000,000 ordinary shares across Classes A, B and C.

A final resolution replaced the existing memorandum and articles of association with a new version reflecting the consolidation, new Class C shares and the higher authorised share capital.

Positive

  • None.

Negative

  • Shareholder approval of Class C Ordinary Shares with 90 votes per share and a large increase to 19,500,000,000 authorised shares may significantly concentrate voting power and increase potential dilution, depending on future issuances.

Insights

Shareholders approved a reverse split, super-voting shares, and a large capital increase.

The EGM resolutions give Mobile-health Network Solutions more structural flexibility. The share consolidation changes the share count and par value without altering aggregate capital, while rounding rules ensure each investor receives at least one consolidated share if they held a fractional entitlement.

The creation of Class C Ordinary Shares with 90 votes per share and the lift in authorised capital to US$18,720,000 divided into 19,500,000,000 shares materially reshapes potential voting power and future issuance capacity. Actual effects depend on how many Class C shares are issued and to whom.

The new memorandum and articles of association embed these changes in the company’s governing documents. Future disclosures in company filings may specify how and when the expanded authorised capital and Class C shares are used in practice.

Pre-consolidation authorised capital US$50,000 / 312,500,000 shares Before Share Consolidation; par value US$0.00016 per ordinary share
Post-consolidation authorised capital US$50,000.00064 / 52,083,334 shares After Share Consolidation; par value US$0.00096 per ordinary share
Final authorised capital US$18,720,000 / 19,500,000,000 shares After Increase in Authorised Share Capital; 6.5B each of Class A, B, C
Class C voting power 90 votes per share Voting rights of newly created Class C Ordinary Shares
Proposal 1 votes for 19,579,199 votes Share Consolidation ordinary resolution
Proposal 2 votes for 19,577,189 votes Creation of Class C Ordinary Shares special resolution
Proposal 3 votes for 19,581,722 votes Increase in Authorised Share Capital ordinary resolution
Proposal 4 votes for 19,578,511 votes New memorandum and articles of association special resolution
Share Consolidation financial
"the Company undertakes a share consolidation whereby (collectively, (i) to (iv) above, the “Share Consolidation”)"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
Class C Ordinary Shares financial
"a new class of ordinary shares (i.e. Class C Ordinary Shares) be created with ninety (90) votes per share"
Increase in Authorised Share Capital financial
"US$18,720,000 divided into 19,500,000,000 Ordinary Shares ... (the “Increase in Authorised Share Capital”)"
amended and restated memorandum and articles of association regulatory
"that the existing amended and restated memorandum and articles of association of the Company be and are hereby replaced"
A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.
Extraordinary General Meeting regulatory
"the Company held its Extraordinary General Meeting of Shareholders (the “EGM”)"
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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 June 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 ☐

 

 

 

 

 

 

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Mobile-Health,” “we,” “us” and “our” refer to Mobile-health Network Solutions and its subsidiaries.

 

Information Contained in this Form 6-K Report

 

Submission of Matters to a Vote of Security Holders.

 

On June 8, 2026, the Company held its Extraordinary General Meeting of Shareholders (the “EGM”). Four items of business were acted upon by the Company’s shareholders at the EGM, each of which was approved by the shareholders. The voting results were as follows:

 

Proposal No. 1. To consider and approve by an ordinary resolution that:

 

(a) the Company undertakes a share consolidation whereby:

 

  (i) 5,331,549 issued Class A Ordinary Shares of a nominal or par value of US$0.00016 each, held by the existing shareholders of the Company be consolidated into 888,592 Class A Ordinary Shares of a nominal or par value of US$0.00096 each;

 

  (ii) 150,918,451 authorised but unissued Class A Ordinary Shares of a nominal or par value of US$0.00016 each in the capital of the Company be consolidated into 25,153,075 Class A Ordinary Shares of a nominal or par value of US$0.00096 each;

 

  (iii) 1,835,671 issued Class B Ordinary Shares of a nominal or par value of US$0.00016 each, held by the existing shareholders of the Company be consolidated into 305,946 Class B Ordinary Shares of a nominal or par value of US$0.00096 each; and

 

  (iv) 154,414,329 authorised but unissued Class B Ordinary Shares of a nominal or par value of US$0.00016 each in the capital of the Company be consolidated into 25,735,721 Class B Ordinary Shares of a nominal or par value of US$0.00096 each,

 

(collectively, (i) to (iv) above, the “Share Consolidation”),

 

with effect from June 22, 2026.

 

(b) pursuant to the Share Consolidation, the authorised share capital of the Company be changed:

 

FROM: US$50,000 divided into 312,500,000 Ordinary Shares of nominal or par value of US$0.00016 each, comprising 156,250,000 Class A Ordinary Shares of nominal or par value of US$0.00016 each and 156,250,000 Class B Ordinary Shares of nominal or par value of US$0.00016 each.

 

TO: US$50,000.00064 divided into 52,083,334 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 26,041,667 Class A Ordinary Shares of nominal or par value of US$0.00096 each and 26,041,667 Class B Ordinary Shares of nominal or par value of US$0.00096 each.

 

(c) all fractional entitlements resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company is authorised to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one consolidated share in lieu of any fractional share that would have resulted from the Share Consolidation.

 

For  Against  Abstain 
19,579,199  158,267  7,861 

 

2

 

 

Proposal No. 2. To consider and approve by a special resolution that a new class of ordinary shares (i.e. Class C Ordinary Shares) be created with ninety (90) votes per share (the “Class C Creation”), such creation to take effect from June 22, 2026, concurrently with the Share Consolidation.

 

For  Against  Abstain
19,577,189  158,499  9,640

 

Proposal No. 3. To consider and approve by an ordinary resolution, that the authorised share capital of the Company be changed, with effect from June 22, 2026, immediately after the Share Consolidation and the Class C Creation:

 

FROM: US$50,000.00064 divided into 52,083,334 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 26,041,667 Class A Ordinary Shares of nominal or par value of US$0.00096 each and 26,041,667 Class B Ordinary Shares of nominal or par value of US$0.00096 each.

 

TO: US$18,720,000 divided into 19,500,000,000 Ordinary Shares of nominal or par value of US$0.00096 each, comprising 6,500,000,000 Class A Ordinary Shares of nominal or par value of US$0.00096 each, 6,500,000,000 Class B Ordinary Shares of nominal or par value of US$0.00096 each, and 6,500,000,000 Class C Ordinary Shares of nominal or par value of US$0.00096 each.

 

(the “Increase in Authorised Share Capital”)

 

For  Against  Abstain
19,581,722  152,966  10,640

 

Proposal No. 4. Subject to approval of the Share Consolidation, the Class C Creation, and the Increase in Authorised Share Capital, to consider and approve by a special resolution that the existing amended and restated memorandum and articles of association of the Company be and are hereby replaced in their entirety with a new amended and restated memorandum and articles of association in the form circulated to the shareholders prior to the meeting to reflect, among others, the Share Consolidation, the Class C Creation and the Increase in Authorised Share Capital.

 

For  Against  Abstain
19,578,511  154,360  12,457

 

3

 

 

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: June 9, 2026 By: /s/ Siaw Tung Yeng
    Siaw Tung Yeng
    Co-Chief Executive Officer

 

4

 

 

FAQ

What did MNDR shareholders approve at the June 2026 extraordinary general meeting?

Shareholders approved a share consolidation, creation of Class C Ordinary Shares with 90 votes per share, a major increase in authorised share capital, and a new memorandum and articles of association reflecting these structural changes and voting rights.

How does the share consolidation affect Mobile-health Network Solutions (MNDR) capital structure?

The share consolidation changes the capital from US$50,000 divided into 312,500,000 ordinary shares at US$0.00016 par value to US$50,000.00064 divided into 52,083,334 ordinary shares at US$0.00096 par value, while rounding up any resulting fractional share entitlements.

What are the voting rights of MNDR’s new Class C Ordinary Shares?

The newly created Class C Ordinary Shares carry ninety votes per share. This super-voting structure, effective June 22, 2026, can significantly influence corporate control depending on how many Class C shares are issued and who ultimately holds them.

How much authorised share capital does MNDR have after the approved changes?

Following approval, authorised share capital increases to US$18,720,000 divided into 19,500,000,000 ordinary shares at US$0.00096 par value, split evenly among 6,500,000,000 Class A, 6,500,000,000 Class B and 6,500,000,000 Class C Ordinary Shares.

Were the Mobile-health Network Solutions EGM proposals approved by large majorities?

Yes. Each of the four proposals received strong support, with Proposal 1 getting 19,579,199 votes for and 158,267 against, and the other proposals showing similarly high for-versus-against margins with relatively small numbers of abstentions.

What changes were made to MNDR’s memorandum and articles of association?

Shareholders approved replacing the existing amended and restated memorandum and articles of association with a new version that incorporates the share consolidation, the creation of Class C Ordinary Shares, and the increase in authorised share capital.