Mobile-health Network Solutions (MNDR) to acquire 19% of Jurong Day & Night Clinic

Rhea-AI Filing Summary

Mobile-health Network Solutions agreed to acquire ordinary shares representing 19% of the issued and paid-up share capital of Jurong Day & Night Clinic Pte. Ltd. (JDNC), a licensed medical clinic in Singapore. The US$256,500 purchase price will be paid entirely in 186,410 new ordinary shares of Mobile-health issued to the seller, Ms. Ting Shih King.

The consideration shares will be issued in a private placement under Section 4(a)(2) of the Securities Act and/or Regulation S, will be restricted securities under Rule 144, and will be subject to a nine-month lock-up. The seller will retain the remaining 81% of JDNC and full operating control, and Mobile-health will not obtain board seats, observer rights, or voting control over JDNC’s board.

The agreement includes a twelve-month performance period, during which Mobile-health’s operating system must be integrated at JDNC within nine monthstwo years of closing, repurchase the 19% stake by returning the same number of consideration shares, which Mobile-health would cancel or hold in treasury. Closing is subject to customary conditions, including satisfactory due diligence, corporate and Singapore healthcare regulatory approvals, and submission of a Nasdaq Listing of Additional Shares notification at least 15 calendar days before issuing the shares.

Key Figures

Stake acquired in JDNC: 19% of issued and paid-up share capital Purchase price: US$256,500 Consideration shares: 186,410 ordinary shares +5 more

8 metrics

Stake acquired in JDNC 19% of issued and paid-up share capital Ownership interest in Jurong Day & Night Clinic Pte. Ltd.

Purchase price US$256,500 Total consideration for 19% JDNC stake

Consideration shares 186,410 ordinary shares Mobile-health shares issued to seller as consideration

Seller’s retained stake 81% JDNC ownership remaining with seller after transaction

Lock-up period nine months Contractual lock-up on consideration shares from closing

Performance period twelve months Period following closing to meet performance targets

Repurchase window two years Time from closing during which seller may repurchase Sale Shares

Nasdaq notice lead time 15 calendar days Listing of Additional Shares notification prior to issuing shares

Key Terms

restricted securities, Regulation S, Rule 144, lock-up, +2 more

6 terms

restricted securities regulatory

"will be “restricted securities” under Rule 144, and will be subject"

Restricted securities are shares or other investment instruments that come with legal or contractual limits on when and how they can be sold, like stock given to founders or bought in a private offering. Think of them as assets in a locked box that can’t be freely traded until certain conditions — such as a waiting period, company registration, or specific approvals — are met. For investors this matters because restricted securities are less liquid and can affect timing, price, and perceived value when they eventually enter the market.

Regulation S regulatory

"in reliance on Section 4(a)(2) of the Securities Act and/or Regulation S thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Rule 144 regulatory

"will be “restricted securities” under Rule 144, and will be subject"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

lock-up financial

"will be subject to a contractual nine-month lock-up from the closing date"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

treasury financial

"which the Company would cancel or hold in treasury"

The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.

Listing of Additional Shares notification regulatory

"submission of a Listing of Additional Shares notification to Nasdaq"

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

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FAQ

What stake in Jurong Day & Night Clinic is MNDR acquiring?

Mobile-health Network Solutions (MNDR) agreed to acquire 19% of the issued and paid-up share capital of Jurong Day & Night Clinic Pte. Ltd. The seller, Ms. Ting Shih King, will retain the remaining 81% and full operating control of JDNC.

How is Mobile-health (MNDR) paying for the JDNC stake?

The purchase price is US$256,500, to be paid entirely by issuing 186,410 ordinary shares of Mobile-health to the seller. These consideration shares are being issued via a private placement rather than a cash payment.

What restrictions apply to the new MNDR shares issued to the JDNC seller?

The 186,410 Mobile-health shares issued as consideration will be restricted securities under Rule 144 and subject to a nine-month lock-up from closing. The seller also receives no registration rights for these shares.

Does Mobile-health (MNDR) gain control or board seats at JDNC?

Mobile-health will hold a 19% ownership interest but will not receive any board seat, board observer right, or voting control over JDNC’s board. The seller will retain full operating control of the clinic.

What performance and repurchase terms are tied to MNDR’s JDNC investment?

There is a twelve-month performance period, including integration of Mobile-health’s operating system within nine months. If targets or deployment are not met, the seller may, within two years, repurchase the 19% stake by returning the same 186,410 shares.

What conditions must be met before MNDR’s JDNC deal can close?

Closing is subject to customary conditions including satisfactory due diligence, corporate approvals, necessary Singapore healthcare regulatory approvals, and submission of a Nasdaq Listing of Additional Shares notification at least 15 calendar days before issuing the consideration shares.

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 August 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.

Entry into Share Purchase Agreement

On August 11, 2026, we entered into a share purchase agreement (the “Agreement”) with Jurong Day & Night Clinic Pte. Ltd. (“JDNC”), a Singapore-incorporated company operating a licensed medical clinic in Singapore, and Ms. Ting Shih King (the “Seller”), pursuant to which the Company agreed to acquire ordinary shares representing 19% of the issued and paid-up share capital of JDNC (the “Sale Shares”).

The purchase price of US$256,500 will be satisfied in full by the issuance to the Seller of 186,410 ordinary shares of the Company (the “Consideration Shares”). The Consideration Shares will be issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation S thereunder, will be “restricted securities” under Rule 144, and will be subject to a contractual nine-month lock-up from the closing date. The Seller has been granted no registration rights.

The Seller will retain the remaining 81% of JDNC and full operating control, and the Company will not receive any board seat, board observer right, or voting control over JDNC’s board of directors.

The Agreement provides for a twelve-month performance period following closing, including completion of the integration of the Company’s operating system at JDNC within nine months of closing. If the performance targets are not met, or if the Company fails to complete the digital deployment of the software suite within nine months of closing, the Seller may, within two years from the closing date, repurchase the Sale Shares by returning to the Company the exact number of Consideration Shares issued at closing, which the Company would cancel or hold in treasury.

Closing is subject to customary conditions precedent, including satisfactory due diligence, corporate approvals, Singapore healthcare regulatory and other required approvals, and the Company’s submission of a Listing of Additional Shares notification to Nasdaq at least fifteen calendar days prior to the issuance of the Consideration Shares.

The foregoing description of the Agreement is a summary only and does not purport to be complete.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to statements regarding the expected closing of the transaction and the anticipated integration of the Company’s systems. These statements involve risks and uncertainties, including the risk that closing conditions are not satisfied, and actual results may differ materially. The Company undertakes no obligation to update these statements except as required by law.

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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: August 12, 2026	By:	/s/ Siaw Tung Yeng
		Siaw Tung Yeng
		Co-Chief Executive Officer

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