Nano Mobile Healthcare, Inc. (VNTH) disclosed a proposed acquisition of Neptune HK for 20,000,000 common shares, subject to satisfaction or waiver of the applicable closing conditions. Of these, 12,200,000 shares are allocated to acquire all 10,000 issued and outstanding ordinary shares of Neptune HK held through Neptune BVI; 7,800,000 shares are for independent investors for cash consideration. As of November 10, 2026, the transaction had not closed and the shares had not been issued; Nano expects closing in the fourth quarter of 2026. Upon issuance, the shares are expected to represent approximately 0.61% of Nano’s outstanding common stock, without giving effect to the voting and other rights of its preferred stock. Mr. Cheng Chung Sing holds approximately 85% of Nano’s total voting power and is Neptune HK’s ultimate beneficial owner.
For pro forma purposes, management assumes reverse recapitalization accounting under common control, with Neptune as accounting acquirer; Nano’s net assets are reflected at historical carrying amounts, with no goodwill or other intangible assets recognized. Nano published unaudited interim statements through September 30, 2026, prepared under U.S. GAAP and reviewed by AOGB CPA Limited. The pro forma information is informational only and unaudited. Nano described publication as a step toward current periodic reporting and intends to file its 2025 Form 10-K and 2026 quarterly reports as soon as practicable.
Nano Mobile Healthcare, Inc. (VNTH) engaged AOGB CPA Limited as its independent registered public accounting firm. AOGB completed its audit of the 2025 and 2024 financial statements on October 20, 2026, and said they present fairly, in all material respects, under U.S. GAAP. Its report's explanatory paragraph states that operating losses and cash outflows, net current liabilities and net liabilities, and the need for additional funds raise substantial doubt about the company's ability to continue as a going concern. Management's plans are described in Note 3; the statements include no adjustments for this uncertainty.
At December 31, 2025, assets were $2,210, all cash and cash equivalents, and liabilities were $53,901, including $4,203 of short-term borrowings and a $49,698 non-interest-bearing convertible note. Stockholders' deficit was $51,691. Revenue was $0 in both 2025 and 2024; net losses were $4,043 and $6,803, respectively. The company was a holding company with no business operations at year-end. Subsequent events included Opportunity Zones Capital LLC's July 29, 2026 sale of 50,000,000 shares of Special 2021 Series A Preferred Stock to Mr. Cheng Chung Sing and a share exchange and acquisition agreement with Neptune Engineering (Marine) Limited, which remained uncompleted when the statements were issued.
Nano Mobile Healthcare, Inc. reported that on July 29, 2026 its control shareholder, Opportunity Zones Capital LLC, closed the sale of 50,000,000 shares of preferred stock (a control block) to Mr. Cheng Chung Sing under a Securities Purchase Agreement dated March 31, 2026.
The company also entered into a Share Exchange and Acquisition Agreement with Neptune Engineering Limited, under which Neptune is expected to become a 100% wholly owned operating subsidiary. Upon consummation, Nano Mobile Healthcare will acquire all 10,000 ordinary shares of Neptune and Neptune shareholders will receive 20,000,000 post restructuring common shares of Nano Mobile Healthcare. The agreement includes customary representations, warranties and covenants, including regulatory approval efforts and a Neptune shareholder vote. Following execution, the board elected Cheng Chung Sing as director and chairman, Cheng Chung Yu as director and CEO, and Angel Yik as director, secretary and CFO, while Roy Watson continues as president.