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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 January 2024
Commission File Number: 001-41933
Haoxi Health Technology Limited
Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District
Beijing, China
+86-10-13311587976
(Address of principal executive office)
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 ☐
Pricing and Closing of Initial Public Offering
On January 30, 2024, Haoxi Health Technology Limited (the “Company”) closed its initial public offering (the “IPO”) of 2,400,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Company completed the IPO pursuant to its registration statement on Form F-1 (File No. 333-274214), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2023, as amended, and declared effective by the SEC on January 25, 2024. The Class A Ordinary Shares were priced at $4.00 per share, and the offering was conducted on a firm commitment basis. The Class A Ordinary Shares were previously approved for listing on the Nasdaq Capital Market and commenced trading under the ticker symbol “HAO” on January 26, 2024.
In connection with the IPO, the Company entered into an underwriting agreement, dated January 25, 2024, with EF Hutton LLC (“EF Hutton” or “Representative”), the sole book-running manager relating to the IPO.
In connection with the IPO, the Company issued a press release on January 25, 2024 announcing the pricing and trading of the IPO and a press release on January 30, 2024 announcing the closing of the IPO, respectively.
Copies of the two press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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.
| Haoxi Health Technology Limited | ||
| Date: January 30, 2024 | By: | /s/ Zhen Fan |
| Name: | Zhen Fan | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
Exhibit 99.1
Haoxi Health Technology Limited Announces Pricing of Its Initial Public Offering
BEIJING, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Haoxi Health Technology Limited (the “Company” or “HAO”), an online marketing solution provider headquartered in Beijing, China, today announced the pricing of its initial public offering (the “Offering”) of 2,400,000 Class A ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share (“Public Offering Price”) for total gross proceeds of $9,600,000, before deducting underwriting discounts and other offering expenses. The Ordinary Shares have been approved for listing on the Nasdaq Capital Market and are expected to commence trading on January 26, 2024, under the ticker symbol “HAO”.
The Offering is being conducted on a firm commitment basis. The Company has granted EF Hutton LLC (“EF Hutton”), the underwriter, an option, within 45 days from the closing date of the Offering, to purchase up to an additional 360,000 Ordinary Shares at the Public Offering Price, less underwriting discounts, to cover the over-allotment option.
The Offering is expected to close on or about January 30, 2024, subject to the satisfaction of customary closing conditions.
EF Hutton is acting as the sole bookrunner for the Offering. Hunter Taubman Fischer & Li LLC is acting as U.S. counsel to the Company, and Pryor Cashman LLP is acting as U.S. counsel to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) working capital and general corporate purposes; 2) acquiring or investing in technologies, solutions, or businesses; and 3) hiring experienced employees.
The registration statement on Form F-1 (File No. 333-274214) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”) initially on August 25, 2023, and was declared effective by the SEC on January 25, 2024. The Offering is being made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Haoxi Health Technology Limited
Haoxi Health Technology Limited is a Beijing-headquartered online marketing solution provider in China, specializing in serving healthcare industry advertiser clients. The Company’s growth is driven by the rise of news feed ads and the rapid development of the healthcare sector. The Company offers one-stop online marketing solutions, especially in online short video marketing, helping advertisers acquire and retain customers on popular platforms in China, such as Toutiao, Douyin, WeChat, and Sina Weibo. It is dedicated to reducing costs, increasing efficiency, and providing easy online marketing solutions to advertisers. For more information, please visit: http://ir.haoximedia.com.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its Ordinary Shares on the Nasdaq Capital Market and the closing of the Offering. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Underwriter
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214
Exhibit 99.2
Haoxi Health Technology Limited Announces Closing of $9,600,000 Initial Public Offering
BEIJING, Jan. 30, 2024 (GLOBE NEWSWIRE) --- Haoxi Health Technology Limited (the “Company” or “HAO”), an online marketing solution provider headquartered in Beijing, China, today announced the closing of its initial public offering (the “Offering”) of 2,400,000 Class A ordinary shares (the “Ordinary Shares”) at an initial public offering price of $4.00 per share for total gross proceeds of $9,600,000, before deducting underwriting discounts and other offering expenses. The Offering closed on January 30, 2024, and the Ordinary Shares began trading on Nasdaq Capital Market on January 26, 2024, under the ticker symbol “HAO”. The Company has granted EF Hutton LLC (“EF Hutton”), the representative of the underwriters, an option, within 45 days from the closing date of the Offering, to purchase up to an additional 360,000 Ordinary Shares at the public offering price, less underwriting discounts, to cover the over-allotments, if any. The Offering has been conducted on a firm commitment basis.
EF Hutton acted as the sole bookrunner for the Offering. Hunter Taubman Fischer & Li LLC acted as U.S. counsel to the Company, and Pryor Cashman LLP acted as U.S. counsel to EF Hutton, in connection with the Offering.
The Company intends to use the proceeds from this Offering for 1) working capital and general corporate purposes; 2) acquiring or investing in technologies, solutions, or businesses; and 3) hiring experienced employees.
The registration statement on Form F-1 (File No. 333-274214) relating to the Offering, as amended, was filed with the U.S. Securities and Exchange Commission (the “SEC”) initially on August 25, 2023, and was declared effective by the SEC on January 25, 2024. The Offering was made only by means of a prospectus. Copies of the final prospectus related to the Offering may be obtained, from EF Hutton, Attn: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at syndicate@efhutton.com or telephone at (212) 404-7002. In addition, a copy of the final prospectus can also be obtained via the SEC’s website at www.sec.gov.
Before you invest, you should read the prospectus and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Haoxi Health Technology Limited
Haoxi Health Technology Limited is a Beijing-headquartered online marketing solution provider in China, specializing in serving healthcare industry advertiser clients. The Company’s growth is driven by the rise of news feed ads and the rapid development of the healthcare sector. The Company offers one-stop online marketing solutions, especially in online short video marketing, helping advertisers acquire and retain customers on popular platforms in China, such as Toutiao, Douyin, WeChat, and Sina Weibo. It is dedicated to reducing costs, increasing efficiency, and providing easy online marketing solutions to advertisers. For more information, please visit: http://ir.haoximedia.com.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the completion of the initial public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the registration statement filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
Representative of the underwriters
EF Hutton LLC
Ms. Stephanie Hu, Head of Asia, Investment Banking
Email：syndicate@efhutton.com
Investor Relations
WFS Investor Relations Inc.
Janice Wang, Managing Partner
Email: services@wealthfsllc.com
Phone: +86 13811768599
+1 628 283 9214