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6-K 1 form6-k.htm 6-K

 

 

 

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 September 2025

 

Mobile-health Network Solutions

 

2 Venture Drive, #07-06/07 Vision Exchange

Singapore 608526

+65 6222 5223

(Address, including zip code, and telephone number, including area code, of Registrant’s 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 ☐

 

 

 

 

 

Unless otherwise defined herein, capitalized terms used in this Form 6-K shall have the meanings ascribed to them in the current report on Form 6-K of Mobile-health Network Solutions (the “Company”) filed with the Securities and Exchange Commission on May 5, 2025 (the “May 2025 Form 6-K”).

 

Entry into a Material Definitive Agreement.

 

As previously disclosed on the May 2025 Form 6-K, (a) on April 4, 2025, the Company and Indopacific Health Investment Corporation Pte. Ltd. (“Indopacific”) executed a non-binding term sheet (“Term Sheet”) for the acquisition of Indopacific through a share exchange; and (b) to effect the Interim Financing contemplated under the Term Sheet, the Company entered into a securities purchase agreement with Indopacific and Natali Ardianto on May 2, 2025, pursuant to which the Company has issued and sold an aggregate of 112,423 class A ordinary shares for $200,000.

 

As part of the same series of transactions contemplated under the Term Sheet, on September 10, 2025, the Company and Indopacific entered into an additional securities purchase agreement (the “Second SPA”), pursuant to which the Company agreed to issue and sell an aggregate of 500,000 class A ordinary shares (the “Consideration Shares”), valued at $1.80 per share, for $900,000.

 

Pursuant to the Second SPA, 50% of the Consideration Shares will be subject to a 180 days lock-up period, and the remaining 50% of the Consideration Shares will be subject to a 360 days lock-up period.

 

The closing of the sale and purchase of the Consideration Shares is conditioned upon, among other things, the Consideration Shares having been approved and designated for quotation or listed on the Nasdaq Capital Market. The Second SPA contained customary representations and warranties of the Company and Indopacific.

 

The foregoing description of the Second SPA does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 10.1 hereto.

 

As of the date of this report, the parties have not yet entered into a definitive agreement for the Share Exchange. The Company will make a further announcement once a definitive agreement has been executed.

 

Unregistered Sales of Equity Securities.

 

The information contained under “Entry into a Material Definitive Agreement “of this Report on Form 6-K in relation to the Consideration Shares is incorporated herein by reference.

 

The Consideration Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The Consideration Shares will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. .

 

Forward-Looking Statements

 

This report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, statements regarding the ability to successfully execute on the plans and undertakings contemplated in the agreements discussed in this report.

 

Additional forward-looking statements can be identified by terminology such as “may,” “might,” “could,” “will,” “aims,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause results, performance or achievement to materially differ from those expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to a number of risks. The reader should not place undue reliance on these forward-looking statements, as there can be no assurances that the plans, initiatives or expectations upon which they are based will occur. A detailed discussion of these factors and other risks that affect our business is included in filings we make with the SEC from time to time. Copies of these filings are available online from the SEC at www.sec.gov, or on the SEC Filings section of our Investor Relations website at https://investors.manadr.com/sec-filings. All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.

 

Financial Statements and Exhibits.

 

(d) Exhibits:

 

Number   Description
10.1   Securities Purchase Agreement dated September 10, 2025

 

2

 

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.

 

  Mobile-health Network Solutions
     
Date: September 11, 2025 By: /s/ Siaw Tung Yeng
  Name: Siaw Tung Yeng
  Title: Co-Chief Executive Officer

 

3

 

 

EX-10.1 2 ex10-1.htm EX-10.1

 

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”), dated as of Sep 10, 2025, is by and between Mobile-health Network Solutions, a Cayman Islands company (the “Company”), and each of the Purchasers who are signatories to this Agreement and who are listed on Annex A hereto (each, a “Purchaser”). Each of the Purchasers and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”.

 

WITNESSETH:

 

WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, Class A ordinary shares, par value $0.000032 per share (the “Ordinary Shares,” and such Ordinary Shares issued pursuant to this Agreement, the “Sold Shares” or “Securities”), in accordance with the terms and provisions of this Agreement;

 

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each Purchaser agrees as follows:

 

ARTICLE I

PURCHASE AND SALE

 

Section 1.1 Issuance, Sale and Purchase of Securities. Upon the terms and conditions in this Agreement, the Company is offering to each Purchaser, and each Purchaser has agreed to purchase, the number of Securities set forth opposite such Purchaser’s name on such Purchaser’s signature page and on Annex A hereto, in each case, free and clear of any lien, charge, pledge, security interest, right of first refusal, or pre-emptive right ( “Liens”).

 

Section 1.2 Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase, in the aggregate, 500,000 Sold Shares, free and clear of any Liens, for an aggregate purchase price of $900,000.00. Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s subscription amount (each, the “Purchaser’s Subscription Amount”) as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to such Purchaser its Sold Shares on a “Delivery Versus Payment” basis, and the Company and such Purchaser shall deliver the other items set forth in Section 1.3 that are deliverable at the Closing. The Sold Shares will, upon their issuance, constitute more than 5% of the total issued and outstanding Ordinary Shares. Upon satisfaction of the covenants and conditions set forth in Section 1.3, the Closing shall take place remotely by electronic transfer of the Closing documentation. “Closing” means the closing of the purchase and sale of the Securities pursuant to this Section 1.2.

 

 

 

Section 1.3 Deliveries; Closing Conditions.

 

(a) Deliveries. On or prior to the date of Closing (the “Closing Date”), the Parties shall deliver or cause to be delivered:

 

(i) this Agreement duly executed by the each Party;

 

(ii) the Company shall deliver the Sold Shares, free and clear of all Liens; as well as a copy of the irrevocable instructions to Vstock Transfer, LLC, the current transfer agent of the Company, and any successor transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Sold Shares equal to the aggregate Subscription Amounts divided by US$1.80 (the “Purchase Price Per Share”), with each Purchaser to receive its Sale Shares registered in its name, or, at the election of the Company, evidence of the issuance of the Sold Shares hereunder as held in book entry form on the books of The Depository Trust Company or as held in DRS book-entry form by the Transfer Agent and registered in the name of each Purchaser, in each case, which evidence shall be reasonably satisfactory to such Purchaser (the number of each Purchaser’s Sold Shares shall be as set forth on Annex A); and

 

(iii) the Company shall deliver wire instructions for payment of each Purchaser’s Subscription Amount, and each Purchaser shall deliver its Subscription Amount by wire transfer to the account of the Company.

 

(b) Closing Conditions. The obligations of the Parties in connection with the Closing are subject to the following conditions being met (any of which may be waived in writing by the waiving Party in its sole discretion):

 

(i) the representations and warranties of each Party set forth in this Agreement shall be true and correct in all material respects as of the Closing (unless made as of a specific date therein, in which case as of such date), except where the failure of any such representations and warranties to be so true and correct would not reasonably be expected to have a Material Adverse Effect on such Party;

 

(ii) all obligations, covenants and agreements of each Party required to be performed at or prior to the Closing Date, including items set forth in Section 1.3(a) of this Agreement, shall have been performed; and

 

(iii) the Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities; and

 

(iv) the Sold Shares (A) shall be approved and designated for quotation or listed on the Nasdaq Capital Market, subject to official notice of issuance, and (B) shall not be suspended, in each case, as of the Closing, by the SEC or the Nasdaq Capital Market from trading on the Nasdaq Capital Market nor shall suspension by the SEC or the Nasdaq Capital Market have been threatened, as of the Closing, either (1) in writing by the SEC or the Nasdaq Capital Market or (2) by falling below the minimum listing maintenance requirements of the Nasdaq Capital Market.

 

 

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES

 

Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to each Purchaser as follows:

 

(a) Organization and Power. Each of the Company and any subsidiary of the Company, whether direct or indirect (“Subsidiaries”) is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business as is currently conducted. Neither the Company nor any of its Subsidiaries is in violation or default of any provision of the Company’s Amended and Restated Memorandum and Articles of Association, dated February 28, 2025, or any other organizational documents of the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent not material.

 

(b) Due Issuance of the Securities. The Securities have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, the Securities will be validly issued, fully paid and non-assessable, and the Securities shall be free and clear of all Liens and issued in compliance with all applicable securities laws.

 

(c) Authority and Validity. The Company has full power and authority to and has taken all necessary corporate action required to enter into, execute and deliver this Agreement, the other Transaction Documents and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement or the other Transaction Documents, and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder (“Transaction Documents”) and the performance by it of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part, including by the Board.

 

(d) Enforcement; Non-contravention. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(e) Filings, Consents and Approvals. Neither the execution and delivery by the Company of this Agreement or the other Transaction Documents, nor the consummation by the Company of the Transactions, nor the performance by the Company of this Agreement or any other Transaction Documents in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental authority or other public body or authority, except the filing of a Form D and current report on Form 6-K with the Securities and Exchange Commission (the “SEC”) or the listing of the Sold Shares with the Nasdaq Capital Market.

 

 

 

(f) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements (including registration statements, proxy statements or otherwise) and other documents (including all amendments, exhibits and schedules thereto) required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by Law to file such material) (the foregoing materials, including the documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act and any other applicable Law, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

(g) No General Solicitation. Neither the Company nor any person or entity acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to “accredited investors” within the meaning of Rule 501 under the Securities Act.

 

(h) No Integrated Offering. None of the Company nor its Subsidiaries, nor, to the knowledge of the Company, any Person acting on its or their behalf, has made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offering or issuance of the Securities under this Agreement to be integrated with prior offerings by the Company for purposes of the Securities Act that would result in none of Regulation D or any other applicable exemption from registration under the Securities Act to be available, nor will the Company take any action or steps that would cause the offering or issuance of the Securities under this Agreement to be integrated with other offerings by the Company.

 

(i) No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except liabilities expressly reserved against in the consolidated balance sheet (or the notes thereto) of the Company and its Subsidiaries included in the Company’s Annual Report on Form 20-F/A for the fiscal year ended June 30, 2024 (the “Balance Sheet Date”).

 

(j) Absence of Certain Changes. Since the Balance Sheet Date, there has not been any event occurrence or development, including changes generally affecting the Company or Subsidiaries’ industries, that has had or that could reasonably be expected to result in a material adverse effect affecting the Company (“Material Adverse Effect”).

 

(k) Equity Capitalization.

 

(i) As of the execution of this Agreement, (1) 4,214,952 Class A Ordinary Shares were issued and outstanding and (2) 1,459,438 Class B Shares were issued and outstanding.

 

(ii) All of the Company’s issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable.

 

 

 

(iii) Except as disclosed in the SEC Reports, there are no outstanding subscriptions, options, warrants, calls, convertible securities or other contracts (or any rights, pre-emptive rights or rights of first offer) relating to the issuance or repurchase of capital stock, or other equity interests of the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries is a party, or by which it is bound, obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell, or cause to be issued, transferred or sold, any shares of capital stock or other equity interests of the Company or any of its Subsidiaries or securities, bonds, debentures, notes or other obligations convertible into or exchangeable for such shares of capital stock or other equity interests, (B) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other contract (or any such right, pre-emptive right or right of first offer) or (C) redeem or otherwise acquire any number of such shares of capital stock or other equity interests.

 

(iv) The SEC Reports set forth, as of the execution of this Agreement, the name and jurisdiction of organization of each Subsidiary of the Company or joint venture to which the Company or any of its Subsidiaries is party.

 

(l) No Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of the Transactions based upon arrangements made by or on behalf of the Company or any of its Subsidiaries.

 

(m) Investment Company Status. Neither the Company nor any of its Subsidiaries is an “investment company” as such term is defined in the Investment Company Act of 1940.

 

(n) No Survival. The Company’s representations and warranties shall survive until the Closing.

 

Section 2.2 Representations and Warranties of each Purchaser. Each Purchaser hereby makes, on a several but not joint basis, the following representations and warranties to the Company (references to “the Purchaser” in this Section 2.2 shall be to each individual Purchaser only):

 

(a) Authority. The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.

 

(b) Valid Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the Purchaser’s legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(c) Consents. Neither the execution and delivery by the Purchaser of this Agreement nor the consummation by the Purchaser of any of the Transactions nor the performance by it of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given and except as to any Schedule 13D filings pursuant to the Exchange Act.

 

 

 

(d) No Conflict. Neither the execution and delivery by the Purchaser of this Agreement or the other Transaction Documents, nor the consummation by the Purchaser of the Transactions, nor compliance by the Purchaser with any of the terms and conditions hereof or of any other Transaction Document, will (A) contravene, conflict with or violate any existing federal, state, county or local Law, rule or regulation or any Order applicable to, or binding upon, the Purchaser, (B) contravene, conflict with, violate or constitute a default under, any agreement, indenture or instrument to which the Purchaser is party or result in the creation of any Lien upon any of the properties or assets of the Purchaser, or (C) result in a violation of the Purchaser’s organizational documents.

 

(e) No General Solicitation. The Purchaser is not purchasing the Securities because of any general solicitation or general advertising, including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

 

(f) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

 

(f) Status and Investment Intent.

 

(i) Experience. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Securities. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

 

(ii) Purchase Entirely for Own Account. The Purchaser is acquiring the Securities for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Securities in violation of the Securities Act or other applicable laws.

 

(iii) Investor Accredited Status. The Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D of the Securities Act. The Purchaser has, prior to the date hereof, provided the Company with an executed purchaser questionnaire that confirms the Purchaser’s status as an accredited investor.

 

 

 

(iv) Distribution Compliance Period. The Purchaser understands that the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Securities have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. The Purchaser understands that its investment in the Securities involves a high degree of risk and that it may lose its entire investment. The Purchaser acknowledges that the Securities may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Securities may be made only pursuant to (A) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (B) a specific exemption from the registration requirements of the Securities Act.

 

(v) Restrictive Legend. The Purchaser understands that the certificate or book entry evidencing the Securities will bear a legend or other restriction substantially to the following effect:

 

“THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.” “THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN LOCK-UP TERMS AND CONDITIONS SET FORTH IN A CERTAIN AGREEMENT, DATED [*], 2025, BY AND AMONG MOBILE-HEALTH NETWORK SOLUITONS AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE COMPANY.”

 

(vi) No Broker. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of the Transactions based upon arrangements made by or on behalf of the Purchaser.

 

(g) Not an Affiliate. As of immediately prior to the Closing, the Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of the Securities Act) of the Company.

 

(h) No Survival. The representations and warranties of the Purchaser shall survive until the Closing.

 

 

 

ARTICLE III

COVENANTS; MISCELLANEOUS

 

Section 3.1 Adjustments for Corporate Actions. The Purchase Price Per Share and all share numbers of the Sold Shares and any other share-based payments may be adjusted to account for any corporate actions of the Company, including but not limited to reverse share-splits, share consolidations, stock dividends, or other similar actions that affect the share capital structure of the Company. Such adjustments shall ensure that the economic value of the Sold Shares issued to the Purchaser remains equitable and is not diminished or enhanced solely due to such corporate actions. The mechanics and computation for such adjustments shall be detailed in the definitive documents and aligned with standard market practices.

 

Section 3.2 Legends. Subject to Section 3.4 of this Agreement, upon request of any Purchaser or any transferee of part or all of any Purchaser’s Securities, the legends set forth in Section 2.2(v) of this Agreement or any other legends shall be removed from the applicable Securities, whether notated upon the certificates representing such Securities or on the book-entry accounts maintained by the Company’s transfer agent representing the Securities if such legend is not required in order to establish compliance with any provisions of the Securities Act.

 

Section 3.3 Securities Filings. The Company agrees to file a Form D with respect to the Securities if required under Regulation D. Following the Closing Date, the Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities or “Blue Sky” laws of the states of the United States.

 

Section 3.4 Lock-Up.

 

(a) Each Purchaser agrees with the Company that 50% of such Purchaser’s Securities shall not be Transferred for a period of 180 days after the date of their issuance, and the remaining 50% of such Purchaser’s Securities shall not be Transferred for a period of 360 days after the date of their issuance.

 

(b) The foregoing lock-up restrictions shall not apply to the following: (i) If the Purchaser is an entity, transfers to its officers, directors or shareholders, any Affiliates (as defined below) or immediate family members of any of such Purchaser’s officers or directors; or (ii) If the Purchaser is a natural person, (x) transfers to its immediate family members or to a trust of which an immediately family member is a beneficiary, (y) transfers pursuant to a qualified domestic relations order and (z) transfers by virtue of the laws of descent and distribution upon the death of such Purchaser;

 

(c) Provided in each above instance, that the transferee executes documentation reasonably satisfactory to the Company that legally binds such transferee to the lock-up provisions in this Agreement.

 

Section 3.5 Confidentiality. Following the Closing, each Purchaser shall not, and shall direct its Representatives not to, disclose any Confidential Information to any person other than such Purchaser and its Representatives and to use the Confidential Information solely for the purposes of monitoring, administering or managing such Purchaser’s investment in the Company made pursuant to this Agreement. Notwithstanding the foregoing, each Purchaser and its Representatives may disclose Confidential Information in order to comply with applicable law. To the extent practical and legally permissible, each Purchaser shall, and shall direct its Representatives to, notify the Company of its intention to make such disclosure. Each Purchaser agrees to reasonably cooperate, and to direct its Representatives to reasonably cooperate, with the Company so that the Company may seek, at its sole cost and expense, an appropriate protective order or other remedy. In the event that such a protective order or other remedy is not obtained, each Purchaser or its Representatives (as applicable) will furnish only that portion of the Confidential Information that is required by applicable law to be disclosed. Notwithstanding anything to the contrary contained in this Agreement, the restrictions set forth in this Section 3.5 shall not apply to disclosures made (A) in response to a formal request by a regulatory or self-regulatory authority or (B) in connection with a routine audit or examination by an auditor or examiner.

 

 

 

Section 3.6 Termination. This Agreement may not be terminated except by mutual written agreement of the Parties, and if the Closing has not been consummated on or before [*]; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party. Nothing in this Section 3.6 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.

 

Section 3.7 Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the Transaction Documents and the consummation of Transactions.

 

Section 3.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the Transactions shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The Parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

 

Section 3.9 Consent to Jurisdiction. Each of the Company and each Purchaser hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section 3.9 shall affect or limit any right to serve process in any other manner permitted by law.

 

Section 3.10 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

 

Section 3.11 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.

 

Section 3.12 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or any Purchaser without the prior express written consent of, in the case of any assignment by the Company, Purchasers holding at least 51% of the Sold Shares, and in the case of any assignment by any Purchaser, the Company. Any purported assignment in violation of the foregoing sentence shall be null and void.

 

 

 

Section 3.13 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by e-mail or facsimile, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed. The address of each Purchaser for such notices and communications shall be as set forth on the signature pages attached hereto. If to the Company, at:

 

Mobile-health Network Solutions

2 Venture Drive #07-06/07 Vision Exchange Singapore 608526

Attn: Dr. Siaw Tung Yeng

Email: drsiaw@manadr.com

 

Any Party may change its address for purposes of this Section 3.13 by giving the other Party a written notice of the new address in the manner set forth above.

 

Section 3.14 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

 

Section 3.15 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

Section 3.16 Fees and Expenses. Each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

 

Section 3.17 Public Announcements. The Purchasers and the Company shall consult with each other before issuing, and shall give each other the opportunity to review and comment upon, any press release or public announcement in respect of the Transaction Documents or the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law or Order. Notwithstanding the foregoing, this Section 3.17 shall not apply to any press release or other public statement made by the Company or the Purchasers which does not contain any information relating to the Transactions that has not been previously announced or made public in accordance with the terms of this Agreement.

 

Section 3.18 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

 

Section 3.19 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

 

Section 3.20 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

  MOBILE-HEALTH NETWORK SOLUTIONS
     
  By:                         
  Name: Siaw Tung Yeng
  Title: Co-CEO

 

 

 

PURCHASER SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT

 

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Purchaser: Indopacific Health Investment Corporation Pte. Ltd.

 

Signature of Authorized Signatory of Purchaser:

 

Name of Authorized Signatory: John Kwari

 

Title of Authorized Signatory: Director

 

Email Address of Authorized Signatory: Jkwari214@gmail.com

 

Facsimile Number of Authorized Signatory: NA

 

Address for Notice to Purchaser:

 

John Kwari

 

Verde Apartment #3612

 

3, Jl. H. Cokong No. Kav 6

 

RT. 3/RW. 1 12920

 

Jakarta

 

Investment Amount: $900,000.00

 

Number of Class A Ordinary Shares: 500,000 shares

 

 

 

ANNEX A

 

PURCHASERS

 

NAME OF PURCHASER   ADDRESS AND EMAIL   PURCHASER’S SUBSCRIPTION AMOUNT   SOLD SHARES
               
Indopacific Health Investment Corporation Pte. Ltd.  

John Kwari

Verde Apartment

#3612

3, Jl. H. Cokong No. Kav 6

RT. 3/RW. 1 12920

Jakarta

Jkwari214@gmail.com

  $ 900,000.00   500,000
TOTAL SOLD SHARES:             500,000