[6-K] QMMM Holdings Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

IMAC Holdings, Inc. (NASDAQ: BACK) filed a restated Form 10-Q/A for the quarter ended 30 June 2024. The amendment corrects previously issued statements after the Audit Committee determined preferred-dividend accounting was materially misstated. The restatement reallocates US$525k of accrued dividends from current liabilities to additional paid-in capital, but does not change total assets or net loss.

Operating results (continuing operations):

• Revenues: US$15.8k (precision-medicine collaboration fees).
• Gross loss: US$(56.3)k as initial lab start-up expenses exceeded sales.
• Operating loss: US$(1.40)m for the quarter; US$(1.81)m YTD.
• Net loss available to common holders: US$(2.03)m for the quarter; US$(2.52)m YTD, or US$(2.16) per share.

Balance sheet (30 Jun 24, restated):

• Cash rose to US$0.89 m from US$0.22 m at 31 Dec 23, helped by US$1.35 m of preferred-stock proceeds and a US$1.0 m net promissory-note raise.
• Total assets: US$2.22 m, including US$1.01 m of newly acquired lab equipment from Theralink.
• Current liabilities: US$3.99 m, driving a working-capital deficit of roughly US$(3.3) m.
• Stockholders’ deficit widened to US$(1.77) m.

Capital & financing actions: 43.5 k shares of Series C-2/D/E/F preferred stock and 2.8 m warrants issued, raising US$1.35 m; US$1.4 m face value 40 % OID notes issued for US$1.0 m cash. Subsequent to the quarter, the company:

• Raised an additional US$0.6 m (US$0.84 m face) via notes.
• Closed a US$3.74 m PIPE for Series G preferred shares and warrants, using US$2.24 m to retire earlier notes.

Strategic shift: All legacy clinics have been sold or closed; ongoing business is now Ignite Proteomics, a precision-medicine lab leveraging Theralink assets for breast-cancer protein analysis and pharma collaborations.

Risk & controls: Management expresses substantial doubt about going-concern status. Two material weaknesses (inadequate accounting resources and segregation-of-duties) remain unresolved. Multiple CMS audits on discontinued operations could trigger material repayments. A Tampa clinic lease is in default.

Outlook: Management must scale Ignite revenues, secure Medicare reimbursement, remediate control gaps and refinance expensive debt to alleviate liquidity pressure and justify the US$51 m preferred-stock liquidation preference outstanding.

Positive

• Cash position quadrupled to US$0.89 m quarter-over-quarter, reflecting new equity and debt financing.
• Strategic divestiture of loss-making clinics completed, allowing focus on higher-margin precision-medicine segment.
• Acquisition of Theralink assets provides proprietary proteomic capability and potential pharma collaboration revenue.
• Post-quarter PIPE financing of US$3.74 m strengthens liquidity and repaid US$2.24 m of promissory notes.

Negative

• Going-concern doubt due to US$(3.3) m working-capital deficit and sustained operating losses.
• Restatement & material weaknesses highlight inadequate internal controls and accounting resources.
• Minimal revenue (US$15.8k) versus quarterly operating expenses of US$1.35 m indicates long path to break-even.
• Highly dilutive capital structure: US$51 m preferred liquidation preference, 2.9 m warrants outstanding, and expensive 40 % OID debt.
• Outstanding CMS audits could impose >US$4 m in extrapolated repayments, adding contingent liability.
• Default on Tampa lease and other legal contingencies increase risk profile.

Insights

Senior Equity Analyst

TL;DR: Restatement, weak revenue, high-cost debt and going-concern doubt outweigh modest cash uptick—credit profile remains stressed.

The amendment corrects dividend accounting but confirms unchanged losses. Revenue of only US$16k underscores the early stage of the new lab, while quarterly cash burn (US$1.0 m) far exceeds existing liquidity. Financing relied on 40 % OID notes and high-dividend preferred stock, creating a US$51 m liquidation stack senior to common equity. The PIPE improves near-term cash yet is broadly dilutive. Material weaknesses and CMS contingencies add execution risk. Unless Ignite secures Medicare billing and scales volumes quickly, further dilution or a restructuring is plausible.

Healthcare Industry Specialist

TL;DR: Asset pivot to precision-oncology offers upside, but commercialization timeline and reimbursement hurdles are significant.

Theralink’s proteomic platform is scientifically differentiated and could attract pharma collaborations; however, clinical testing revenue will remain de minimis until Medicare and major payors credential the lab—a process that can take 12-18 months. Meanwhile, fixed lab overhead raises cash burn. Management’s compassionate-care program may build clinical evidence but will not generate cash. Successful integration, CLIA compliance, and demonstrated payer savings are prerequisites for broader adoption. In the near term, investors should track test-volume ramp, credentialing milestones and any pharma deal announcements.

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, 2025

Commission File Number: 001-42183

QMMM Holdings Ltd.

(Registrant’s Name)

Unit 1301, Block C, Sea View Estate, 8 Watson Road Tin Hau, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On June 20, 2025, QMMM Holdings Limited (the “Company”) entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with several investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a best effort offering (the “Offering”), a total of 40,000,000 Class A Ordinary Shares of par value $0.0001 per share (the “Class A Ordinary Shares”) at the price of $0.2 per Class A Ordinary Share. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Offering was closed on June 23, 2025.

The Class A Ordinary Shares were offered pursuant to a registration statement on Form F-1, as amended (Registration No. 333-287066, “Form F-1”) originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2025. The Form F-1 was declared effective on June 20, 2025. The final prospectus was filed on June 20, 2025.

Pacific Century Securities LLC and Revere Securities LLC acted as the co-placement agents (the “Placement Agents”) in the Offering pursuant to a Placement Agency Agreement dated June 20, 2025, by and between the Company and Pacific Century Securities LLC. The Company agreed to pay the Placement Agents a cash fee equal to 6.0% of the gross proceeds raised in the Offering. The Company also agreed to (i) reimburse the Placement Agents for certain expenses; and (ii) provide a non-accountable expense allowance equal to 1% of the gross proceeds raised in the Offering payable to the Placement Agents. The Placement Agency Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company.

The Company intends to use the net proceeds of this offering primarily for potential investments and/or horizontal acquisition of human resources solution providers and general administration and working capital purposes.

The foregoing description of the Placement Agency Agreement and the Securities Purchase Agreements qualified in their entirety by reference to the full text of the Placement Agency Agreement and the form of Securities Purchase Agreements, which are attached hereto as Exhibit 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K (this “Report”), and which are incorporated herein in their entirety by reference.

Pursuant to the Offering, on June 20, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release announcing the pricing of the Offering is furnished as Exhibit 99.1 hereto. On June 23, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release announcing the closing of the Offering is furnished as Exhibit 99.2 hereto.

This Report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Registration Statement, and in other documents the Company files from time to time with the Commission. Any forward-looking statements speak only by the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report, except as required by law.

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EXHIBITS INDEX

Exhibit No.		Description
10.1*		Placement Agency Agreement
10.2*		Form of Securities Purchase Agreement
99.1		Pricing Press Release
99.2		Closing Press Release

* previously filed

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SIGNATURES

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

	QMMM Holdings Ltd.
Date: June 23, 2025	By:	/s/ Bun Kwai
	Name:	Bun Kwai
	Title:	Chief Executive Officer

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FAQ

Why did IMAC Holdings (BACK) restate its Q2 2024 financials?

The Audit Committee found errors in accounting for preferred dividends; the restatement reclassified US$525 k but left net loss unchanged.

What is IMAC's cash burn and liquidity position after the quarter?

Net operating cash burn was US$1.0 m in six months; cash stood at US$0.89 m on 30 Jun 24, supplemented by a US$3.74 m PIPE in Nov-24.

How much revenue did the new precision-medicine segment generate?

Continuing operations recorded only US$15,750 in collaboration fees for Q2 2024, reflecting early commercialisation.

What financing steps did IMAC take during and after the quarter?

The company issued Series C-2/D/E/F preferred stock (US$1.35 m), a 40 % OID note (US$1.0 m net), and later raised US$3.74 m via Series G preferred.

What are the key risks highlighted in the 10-Q/A?

Risks include going-concern uncertainty, CMS audit liabilities, material control weaknesses, high-cost debt, and reliance on obtaining Medicare credentialing for Ignite.