F-1/A: Mobile-health Network Solutions F-1/A Filing

Mobile-health Network Solutions files Amendment No. 1 to its Form F-1 Registration Statement, primarily to amend the auditor's opinion, with no changes to the audited financial statements for the fiscal years ended June 30, 2025, 2024, and 2023.

Summary

• This filing is an Amendment No. 1 to the Form F-1 Registration Statement for Mobile-health Network Solutions.
• The primary purpose of this amendment is to update the auditor's opinion.
• The audited financial statements for the fiscal years ended June 30, 2025, 2024, and 2023 remain unchanged from the original filing.
• The company is incorporated in the Cayman Islands and headquartered in Singapore.
• The company provides telehealth solutions through its MaNaDr platform, offering teleconsultations, prescription fulfillment, and sales of medicines and healthcare products.
• The filing includes consolidated financial statements for the years ended June 30, 2025, 2024, and 2023.
• JWF Assurance PAC is the independent registered public accounting firm, with their report dated October 31, 2025.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to the significant going concern issues, substantial operating losses, and declining revenues, despite ongoing efforts to secure financing.

Positives

• The audited financial statements for the fiscal years ended June 30, 2025, 2024, and 2023 are presented fairly in all material respects.
• The company has a clear business model focused on telehealth and related services.
• The company has a diverse range of subsidiaries operating in various healthcare-related sectors.
• The company has implemented share consolidations and equity raises to manage its capital structure.

Negatives

• The company has incurred recurring losses from operations, raising substantial doubt about its ability to continue as a going concern.
• For the fiscal year ended June 30, 2025, the company incurred a net loss of $3,383,806 and negative cash flows from operating activities of $4,359,262.
• As of June 30, 2025, the company had a cash balance of $1,034,103, which may be insufficient to cover ongoing operations without additional funding.
• The company has a significant accumulated deficit of $28,139,599 as of June 30, 2025.
• The company's financial statements do not include any adjustments that might result from the outcome of the going concern uncertainty.

Risks

• Substantial doubt exists about the company's ability to continue as a going concern due to recurring operating losses and negative cash flows.
• Failure to obtain sufficient additional funding through equity financing or other means could have a material adverse effect on the company's business, financial condition, and results of operations.
• The company's ability to meet its obligations as they become due is uncertain due to ongoing financing and operational cash flow concerns.
• The company is subject to risks associated with revenue recognition, particularly the determination of principal versus agent for telemedicine services.
• The company's financial statements are prepared assuming the company will continue as a going concern, but this assumption is subject to significant uncertainty.

Future Outlook

The company is actively pursuing funding and cost optimization strategies, including utilizing At-the-Market (ATM) offerings and Share Equity Purchase Agreements (SEPA), exploring private placements, and implementing cost-saving measures. Management believes these plans may alleviate going concern uncertainties, but there is no assurance of successful financing.

Management Comments

• The financial statements have been prepared assuming that the Company will continue as a going concern.
• Management has evaluated and initiated several funding and cost mitigation strategies, including continuing to utilize the At-the-Market (ATM) offering and the Share Equity Purchase Agreement (SEPA) entered into in 2025, both of which remain effective.
• Management has commenced efforts to raise additional equity financing.
• Management believes that the mitigation plans outlined above, if successfully executed, may alleviate the going concern uncertainty.

Industry Context

StockSavvy.ai notes that Mobile-health Network Solutions operates in the rapidly evolving telehealth and digital health sector. The company's focus on integrating teleconsultations with prescription delivery and online pharmacy sales aligns with broader industry trends towards accessible and convenient healthcare. However, the significant operating losses and going concern issues highlighted in this filing are critical considerations within this competitive landscape, where many digital health companies face challenges in achieving profitability.

Comparison to Industry Standards

• The company's revenue for FY2025 ($7.65M) shows a significant decrease from FY2024 ($13.97M), which is contrary to the growth observed in many established telehealth platforms that have benefited from increased adoption.
• The substantial net loss of $3.38M in FY2025, coupled with negative operating cash flow, indicates a less efficient operational model compared to industry leaders who are either profitable or have a clear path to profitability.
• The company's cash balance of $1.03M at June 30, 2025, is considerably lower than that of well-funded competitors in the digital health space, raising concerns about its ability to sustain operations and invest in growth.
• The critical audit matter regarding revenue recognition (principal vs. agent) is a common challenge in the telehealth industry, but the company's specific approach and the need for subjective auditor judgment suggest potential complexities in its business model compared to simpler service providers.

Related Party Transactions

• The company provided services to Manadr Medical Holdings Pte. Ltd. amounting to $470,025 (FY2025), $381,354 (FY2024), and $401,253 (FY2023).
• The company received goods and services from Manadr Medical Holdings Pte. Ltd. amounting to $405,494 (FY2025), $90,415 (FY2024), and $99,817 (FY2023).
• Receivables from Manadr Medical Holdings Pte. Ltd. were $147,312 (June 30, 2025) and $77,031 (June 30, 2024).
• Payables to Manadr Medical Holdings Pte. Ltd. were $63,004 (June 30, 2025) and $14,969 (June 30, 2024).
• The company provided services to Kim JL Healthcare Pte. Ltd. amounting to $16,290 (FY2025), $37,058 (FY2024), and $31,077 (FY2023).
• The company received goods and services from Kim JL Healthcare Pte. Ltd. amounting to $2,166 (FY2025), $77 (FY2024), and $46 (FY2023).
• Receivables from Kim JL Healthcare Pte. Ltd. were $10,319 (June 30, 2025) and $6,025 (June 30, 2024).
• Payables to Kim JL Healthcare Pte. Ltd. were $877 (June 30, 2025) and $414 (June 30, 2024).
• The company provided services to EC Family Clinic Pte. Ltd. amounting to $5,930 (FY2025), $5,132 (FY2024), and $2,589 (FY2023).
• Receivables from EC Family Clinic Pte. Ltd. were $1,793 (June 30, 2025) and $507 (June 30, 2024).
• Payables to EC Family Clinic Pte. Ltd. were $221 (June 30, 2025) and $73 (June 30, 2024).
• The company received goods and services from Rachel Teoh Pui Pui amounting to $8,354 (FY2025), $1,431 (FY2024), and $2,798 (FY2023).
• Payables to Rachel Teoh Pui Pui were $798 (June 30, 2025) and $234 (June 30, 2024).
• The company received goods and services from Siaw Tung Yeng amounting to $46,750 (FY2025), $34,333 (FY2024), and $28,564 (FY2023).
• Payables to Siaw Tung Yeng were $140,862 (June 30, 2025) and $516,946 (June 30, 2024).

Stakeholder Impact

• Shareholders face continued uncertainty regarding the company's going concern status and potential dilution from future equity raises.
• Employees may be concerned about job security given the company's financial performance and going concern issues.
• Creditors and suppliers may face increased risk of delayed payments or non-payment due to the company's financial condition.
• Customers may be concerned about the long-term viability of the company's telehealth and pharmacy services.

Next Steps

• The company will continue to utilize its ATM offering and SEPA.
• The company will explore private placements of equity securities.
• The company will implement cost optimization measures.
• The company will continue to pursue equity financing to address going concern uncertainties.
• The company will make a further announcement once a definitive agreement for the Share Exchange with Indopacific has been executed.

Key Dates

Recommendation

The company's significant going concern issues and declining revenue present substantial risks. However, the ongoing efforts to secure financing and the potential for future growth in the telehealth market warrant a 'hold' recommendation, pending clearer signs of financial stabilization and operational improvement.

Keywords

Mobile-health Network Solutions, F-1/A, Registration Statement, SEC Filing, Auditor's Opinion, Financial Statements, Telehealth, Healthcare Technology, Cayman Islands, Singapore, Going Concern