20-F: Mobile-health Network Solutions Reports Revenue Decline, Reduced Net Loss in FY25
Annual Report
Mobile-health Network Solutions reported a significant 45.3% decrease in revenue to $7.7 million for fiscal year 2025, alongside a 78.3% reduction in net loss to $3.4 million, driven by lower telemedicine transactions and reduced IPO-related expenses.
Summary
- Revenue decreased by 45.3% to $7.7 million for the fiscal year ended June 30, 2025, compared to $13.9 million in FY2024.
- Net loss significantly reduced by 78.3% to $3.4 million in FY2025, from $15.6 million in FY2024.
- Gross profit decreased by 49.6% to $1.28 million in FY2025, from $2.54 million in FY2024.
- The decrease in revenue was primarily due to a $6.1 million reduction from the telemedicine segment and a $0.3 million reduction from the sale of medicine and medical devices segment.
- Private telemedicine transactions decreased by 49.5% in FY2025 compared to FY2024.
- Total operating expenses decreased by 73.5% to $4.8 million in FY2025, largely due to a 95.5% decrease in share-based compensation and a 45.8% decrease in selling, general, and administrative expenses.
- Adjusted EBITDA improved from a loss of $3.37 million in FY2024 to a loss of $2.59 million in FY2025.
- The company secured a Standby Equity Subscription Agreement for up to $10 million and a Securities Purchase Agreement for $200,000 post-period end.
- Manadr Clinic @Citygate, a clinic hosted on the MaNaDr Platform, received a temporary suspension of teleconsultation services from the Ministry of Health (MOH) effective August 16, 2024.
- The company completed two share consolidations: 1-for-8 effective February 28, 2025, and 1-for-5 effective September 23, 2025, significantly reducing outstanding Class A Ordinary Shares.
Sentiment
Score: 3
Explanation: The significant decline in revenue and gross profit, coupled with a regulatory suspension, indicates a challenging operational environment. While net loss decreased, this was largely due to reduced share-based compensation and IPO expenses rather than improved core profitability. The ongoing need for capital raises and the 'going concern' doubt further weigh on sentiment, despite strategic initiatives and market positioning claims.
Positives
- Net loss significantly reduced by 78.3% to $3.4 million in FY2025, from $15.6 million in FY2024.
- Adjusted EBITDA improved from a loss of $3.37 million in FY2024 to a loss of $2.59 million in FY2025, indicating better operational efficiency excluding certain non-cash and IPO-related expenses.
- Successful capital raising efforts post-period end, including a Standby Equity Subscription Agreement for up to $10 million and a Securities Purchase Agreement for $200,000.
- Continued investment in innovative technological solutions, including AI Facescan, AI search, AI-Powered Health Operating System, and a Weight Management Program.
- Expansion of operations into Malaysia and Indonesia with new subsidiaries established in FY2025.
- Strong management team with extensive experience in healthcare, medical informatics, and technology.
- Received the 2024 Brands For Good Distinction Award in the Technology For Good category in July 2024.
- Appointed Dr. Lun Kwok Chan as Chief Data Analyst in October 2024 to lead AI-driven data initiatives.
Negatives
- Revenue decreased by 45.3% to $7.7 million in FY2025, primarily due to a significant drop in telemedicine transactions.
- Gross profit decreased by 49.6% in FY2025, indicating a decline in the profitability of core services.
- Number of new users decreased by 63.1% and private telemedicine transactions decreased by 49.5% in FY2025.
- Manadr Clinic @Citygate received a temporary suspension of teleconsultation services from the Ministry of Health (MOH) effective August 16, 2024, posing temporary challenges to financial performance and reputation.
- The company incurred a net loss of $3.4 million in FY2025, continuing a trend of operating losses.
- Cash used in operating activities was approximately $4.4 million in FY2025, indicating ongoing cash burn from operations.
- The company's ability to continue as a going concern raises substantial doubt due to recurring losses and negative cash flows from operations.
Risks
- Failure to maintain user trust could damage reputation and brand, reducing demand for services.
- Inability to effectively manage business growth and expansion into new jurisdictions, leading to difficulties with regulatory compliance, personnel recruitment, and competitive challenges.
- Failure to effectively estimate, price, and manage costs, or regulatory reductions in fees, could decline profitability.
- Healthcare solutions may not drive user engagement or provide superior user experience, affecting business and reputation.
- Inability to develop existing technology infrastructure or recoup investments, and failure to innovate or adapt to industry changes.
- Self-developed technologies may contain undetected errors or not operate properly, adversely affecting business.
- Failure in ensuring safety and compliance of Generative AI, including data privacy risks, algorithmic bias, and potential for incorrect outputs.
- Violation of laws protecting confidentiality and privacy of patient health information (PDPA, HCSA, HIPAA) could lead to civil/criminal penalties and reputational harm.
- Failure to properly manage participants and stakeholders in the MaNaDr ecosystem (medical professionals, service providers, suppliers) could lead to sub-standard services, misconduct, or medical malpractice claims.
- Limited control over suppliers and product quality, leading to risks of defective products, recalls, or product liability claims.
- Lack of requisite approvals, licenses, or permits, or changes in regulatory requirements, could materially and adversely affect business.
- Exposure to litigation and regulatory investigations, which can be expensive to defend and divert management attention.
- Security breaches and attacks against systems and network, and potential resultant breach or failure to protect confidential information.
- Improper use or disclosure of large amounts of generated and processed data could harm reputation and business.
- Insufficient insurance coverage for business risks, particularly medical liability claims.
- Inability to prevent unauthorized use of intellectual property, harming competitive position.
- Intellectual property infringement claims from third parties, leading to expensive defense and business disruption.
- User growth and activity depend on effective use of operating systems, networks, and standards not controlled by the company.
- Inability to conduct marketing activities cost-effectively and limitations in promoting healthcare-related services and products.
- Risks related to political, economic, regulatory, social, and legal environments in jurisdictions of operation (Singapore, Vietnam, Malaysia, Indonesia).
- Impact of COVID-19 or other infectious diseases, acts of God, war, terrorist attacks, and other catastrophic events.
- Fluctuations in exchange rates (USD, SGD, VND, MYR, IDR) could materially and adversely affect results of operations.
- Geopolitical risks in Vietnam, including social unrest and territorial disputes.
- Periods of high inflation in Vietnam affecting costs and consumer purchasing power.
- Less developed legal system in Vietnam, leading to uncertainties in law interpretation and enforcement.
- Asset realization in bankruptcy proceedings in Vietnam may be time-consuming and expensive.
- Vietnamese foreign exchange controls limiting ability to utilize revenue or receive dividends from Vietnamese subsidiary.
- Foreign exchange control policies in Malaysia restricting repatriation of dividends or other payments.
- Downturn in economic growth in Indonesia or other countries due to global market conditions.
- Political and social events in Indonesia adversely affecting business.
- Downgrades of credit ratings of the Government or Indonesian companies adversely affecting business.
- Future sales or other dilution of equity could depress the market price of Class A Ordinary Shares.
- Failure to implement and maintain an effective system of internal controls, leading to inaccurate reporting or fraud.
- Substantial increased costs as a result of being a public company.
- No intention to pay dividends for the foreseeable future.
- Lack of research or negative reports from securities analysts could cause stock price decline.
- Volatility in the trading price of Class A Ordinary Shares.
- Dual-class voting structure limiting influence of Class A shareholders.
- Management's broad discretion in using IPO funds.
- Ceasing to qualify as a foreign private issuer would incur significant additional expenses.
- Exemption from certain Nasdaq corporate governance standards as a foreign private issuer may provide less protection to investors.
- Inability to satisfy Nasdaq Capital Market listing requirements could lead to delisting.
- Difficulties in protecting shareholder interests under Cayman Islands law compared to U.S. laws.
- Shareholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption of shares.
- Classification as a passive foreign investment company (PFIC) could have adverse U.S. federal income tax consequences for U.S. taxpayers.
Future Outlook
The company plans to expand its user base through natural traffic and external marketing, enhance user engagement via data-driven and predictive healthcare services, and invest in Internet of Medical Things (IoMT) and blockchain technology for data storage. It also intends to scale MaNaForum globally and develop a next-generation healthcare operating system with AI-forward Triage & Companion, physician support, CME programs, clinic management systems, and blockchain EHRs. Service and product offerings will be expanded across the healthcare value chain, including programs for chronic diseases and mental health. The company will also pursue merger and acquisition opportunities and partnerships to add scale and diversify business, particularly in the APAC region.
Management Comments
- Management believes existing liquidity, along with cash from sales and services, will be sufficient for operations, capital expenditures, and working capital for at least the next twelve months.
- Management has evaluated and initiated several funding and cost mitigation strategies to address going concern uncertainty, including utilizing ATM offering and SEPA, exploring private placements, and implementing AI-driven cost optimization.
- The management team conducted an initial assessment on the impact of the MOH suspension on Manadr Clinic @Citygate and considered it immaterial and not materially adverse to the company's results of operation and financial condition.
Industry Context
The telehealth solutions industry is characterized by rapid technological change, evolving standards, and regulatory requirements. Mobile-health Network Solutions aims to capitalize on the shift from traditional healthcare to digital solutions, particularly in the APAC region where it is positioned as a leading provider. The company's focus on AI, integrated platforms, and comprehensive ecosystems aligns with broader trends of personalized, accessible, and efficient healthcare delivery. However, the industry also faces challenges related to data privacy, regulatory compliance, and intense competition.
Comparison to Industry Standards
- Mobile-health Network Solutions is a leading telehealth solutions provider in Singapore based on patient consultations per day and mobile application ranking, according to Frost & Sullivan.
- The company is among the fastest-growing telehealth solutions providers in Singapore, according to Frost & Sullivan.
- The company operates Singapore's only in-app live group chat service (MaNaChat) and has one of the fastest response times in Singapore and globally, according to Frost & Sullivan.
- The company hosts the region's only in-app drug support and discussion group (MaNaForum), where users can organize bulk purchases and discuss drug-related matters.
- The company is the pioneer health and med-tech player in the APAC region spearheading a comprehensive weight management ecosystem, targeting over 60% of users on its platform who are overweight, according to Frost & Sullivan.
- The company is the only telehealth solutions company based in Singapore that provides integrated smart health-tech service in the APAC region, according to Frost & Sullivan.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | NA | Leong Aik Huat | June 2025 | Appointment to oversee financial aspects, reporting, forecasting, budgeting, and compliance. |
| Chief Data Analyst | NA | Dr. Lun Kwok Chan | October 2024 | Appointment to lead AI-driven data initiatives to enhance care delivery. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Share Consolidation | Shareholders approved a 1-for-8 reverse stock split (First Share Consolidation) effective February 28, 2025, and a 1-for-5 reverse stock split (Second Share Consolidation) effective September 23, 2025, reducing the number of outstanding Class A Ordinary Shares. | February 28, 2025 and September 23, 2025 | Aims to increase share price and potentially meet Nasdaq listing requirements, but also results in fewer shares outstanding for existing shareholders. |
| Employee Incentive Plan Amendment | The Employee Incentive Plan was amended on September 18, 2024, to allow the aggregate number of Class A Ordinary Shares issued each financial year upon option exercise not to exceed 15% of the total issued Class A Ordinary Shares. | October 7, 2024 | Increases potential dilution from employee stock options but aims to better incentivize and retain key personnel. |
| Foreign Private Issuer Exemptions | The company, as a foreign private issuer, follows Cayman Islands corporate governance practices in lieu of certain Nasdaq requirements, specifically regarding regularly scheduled meetings of independent directors. | Ongoing | May afford less protection to investors compared to U.S. domestic issuers, as fewer board members might exercise independent judgment. |
Legal Proceedings
- Manadr Clinic @Citygate, a clinic hosted on the MaNaDr Platform, received a temporary suspension of the provision of outpatient medical services via teleconsultation from the Ministry of Health (MOH) effective August 16, 2024, in accordance with the HCSA, section 39(1)(a). The suspension remains in place until further notice.
- The company is currently not a party to any other material legal or administrative proceedings, but may be subject to various claims and legal actions arising in the ordinary course of business.
Related Party Transactions
- The company has partnership agreements with five clinics, of which two are jointly owned by co-founders Dr. Siaw Tung Yeng and Dr. Teoh Pui Pui, and one is 50% owned by Dr. Teoh Pui Pui (Related Party Clinics).
- For FY2025, purchases of goods and services from Related Party Clinics amounted to $0.4 million, and sales of goods and services to them amounted to $0.5 million.
- Receivables balance due from Manadr Medical Holdings Pte. Ltd. (a related company) was $147,312 as of June 30, 2025.
- Payable balance due to Manadr Medical Holdings Pte. Ltd. was $63,004 as of June 30, 2025.
- Receivables balance due from Kim JL Healthcare Pte. Ltd. (a related company) was $10,319 as of June 30, 2025.
- Payable balance due to Kim JL Healthcare Pte. Ltd. was $877 as of June 30, 2025.
- Receivables balance due from EC Family Clinic Pte. Ltd. (50% owned by Dr. Teoh Pui Pui) was $1,793 as of June 30, 2025.
- Payable balance due to EC Family Clinic Pte. Ltd. was $221 as of June 30, 2025.
- Payable balance to Rachel Teoh Pui Pui (Director) was $798 as of June 30, 2025, for goods and services received.
- Payable balance to Siaw Tung Yeng (Director) was $140,862 as of June 30, 2025, for goods and services received and advances. These advances are interest-free, unsecured, and repayable on demand.
Stakeholder Impact
- Shareholders: Experience significant dilution from past and potential future equity issuances, and the dual-class voting structure limits influence for Class A shareholders. The stock price may be volatile, and there is no intention to pay dividends. The going concern doubt poses a risk to investment value.
- Employees: Benefit from the Employee Incentive Plan, but the company faces intense competition for skilled personnel. Cost optimization measures, including AI deployment, could impact human resources.
- Customers: May experience reduced service availability due to regulatory suspensions (e.g., Manadr Clinic @Citygate). The company aims to enhance user experience through technological innovations and expanded offerings, but declining telemedicine transactions suggest challenges in retaining or attracting customers.
- Suppliers: The company relies on third-party suppliers for pharmaceutical products and medical devices, and their quality and timely delivery are critical to customer satisfaction and the company's reputation.
- Creditors: The company's recurring losses and negative cash flows raise substantial doubt about its ability to continue as a going concern, which could impact its ability to meet obligations as they become due.
Next Steps
- Expand user base through natural traffic, external marketing, and promotional activities.
- Enhance user engagement by developing data-driven and predictive healthcare services, including smart predictive AI and daily healthcare reminders.
- Invest in the development of Internet of Medical Things (IoMT) for remote health monitoring.
- Scale up MaNaForum into a global social forum beyond APAC.
- Implement blockchain technology for decentralized storage of user data to enhance control over personal information.
- Develop a next-generation healthcare operating system with AI-forward Triage & Companion, physician support network, CME programs, clinic management systems, and blockchain patient EHRs.
- Expand service and product offerings across the healthcare value chain, including programs for chronic diseases (e.g., diabetes) and mental health conditions.
- Continue curation for quality healthcare products and services on MaNaShop/MaNaStore.
- Seek merger and acquisition opportunities and partnerships to add scale and diversify business, particularly in the APAC region (Malaysia, Philippines, Vietnam, Australia, Cambodia, New Zealand, Thailand, Indonesia).
- Recruit experienced IT professionals and acquire domestic and overseas companies with advanced technology and service solutions.
- Collaborate with local partners to tailor business models to complement demographics and healthcare demands in new countries.
- Cooperate fully with the MOH regarding the temporary suspension of Manadr Clinic @Citygate's teleconsultation services.
Key Dates
| Date | Description |
|---|---|
| 2009 | Group was founded. |
| 2016-07-28 | Company incorporated in the Cayman Islands. |
| 2016-10 | Launched MaNaDr mobile application. |
| 2017-01 | Launched MaNaPharma for offline B2B sales of pharmaceutical products. |
| 2018 | First expanded operations overseas to Australia. |
| 2019-01 | Launched MaNaDr website. |
| 2019 | Expanded operations to Cambodia. |
| 2019 | Awarded Data Protection Trustmark (DPTM) by IMDA Singapore. |
| 2020 | Launched MaNaShop online e-commerce platform. |
| 2020 | Awarded government contracts by Ministry of Manpower for COVID-19 telehealth solutions. |
| 2020 | Invited to join regulatory sandbox for telemedicine and mobile medicine services under Singapore's Ministry of Health. |
| 2021 | Launched MaNaCare for corporate healthcare and wellness services. |
| 2022 | Successfully raised S$13.2 million through Series A funding. |
| 2022 | Received Certificate of Appreciation by Singapore Ministry of Manpower for COVID-19 services. |
| 2022-09-01 | Company's clinic business started operation. |
| 2023-01 | Launched MaNaCare, a one-stop employee flexi-benefits platform. |
| 2023-03 | Established the Employee Incentive Plan. |
| 2023-03-27 | Employee Incentive Plan adopted. |
| 2023-04 | Launched AI Facescan. |
| 2023 | Received The President's Certificate of Commendation (COVID-19). |
| 2023 | Received Certificate of Conformance to CSA Cyber Security Certification Cyber Essentials mark. |
| 2023 | Subsidiary in Vietnam established. |
| 2023-08-01 | Granted options to purchase 3,738 Class A Ordinary Shares to certain personnel and employees. |
| 2023-09-21 | Employee Incentive Plan amended to include advisors, consultants, and directors. |
| 2023-11-01 | Launched MaNaDr's Tier 1 Clinic Management/Electronic Medical Record System. |
| 2023-12 | Appointed three Board Advisers. |
| 2023-12-18 | Granted options to purchase 701 Class A Ordinary Shares to three employees. |
| 2024-02-13 | Issued 4,439 Class A Ordinary Shares to option holders pursuant to the Plan. |
| 2024-02-14 | Shareholders resolutions passed to authorize sub-division of shares. Entered into a standby equity subscription agreement with YA II PN, Ltd. |
| 2024-02-19 | Completed sub-division of issued Class A and Class B Ordinary Shares. |
| 2024-04-09 | Entered into an underwriting agreement with Network 1 Financial Securities Inc. for IPO. |
| 2024-04-10 | Class A Ordinary Shares listed on Nasdaq Capital Market under symbol MNDR. |
| 2024-04-12 | Company completed its initial public offering (IPO) of 2,587,000 Class A Ordinary Shares. |
| 2024-04-19 | Underwriter exercised fully its warrants on a cashless basis, resulting in issuance of 154,212 Class A Ordinary Shares. |
| 2024-04-22 | Mobile Health Network Solutions Sdn. Bhd. incorporated in Malaysia. |
| 2024-06 | Opened MaNaPharma Boutique Pharmacy, launched MaNaDr's AI-Powered Health Operating System (OS) and Weight Management Program 2. |
| 2024-06-27 | Received notice from Nyam Ngian Kwong Denis Christopher to convert Class B shares. |
| 2024-07-03 | Klinik K Wong Sdn. Bhd. incorporated in Malaysia. |
| 2024-07 | Received the 2024 Brands For Good Distinction Award in the Technology For Good category. |
| 2024-07 | Launched AI search within the MaNaDr ecosystem. |
| 2024-08-06 | PT Mobile Health Network Solution incorporated in Indonesia. |
| 2024-08-16 | Ministry of Health (MOH) directed Manadr Clinic @Citygate to temporarily suspend teleconsultation services. |
| 2024-09-18 | Employee Incentive Plan amended to allow up to 15% of total issued Class A Ordinary Shares to be issued each financial year upon option exercise, effective October 7, 2024. |
| 2024-10 | Appointed Dr. Lun Kwok Chan as Chief Data Analyst. |
| 2024-11-27 | Skylink Innovations Pte. Ltd. incorporated in Singapore. |
| 2024-12-04 | Nyam Ngian Kwong Denis Christopher's 407,750 Class B Ordinary Shares re-designated to Class A Ordinary Shares. |
| 2024-12-20 | MOH revoked MaNaDr Clinic Pte Ltd's license to provide outpatient medical services under HCSA. |
| 2025-01-13 | Medilink Clinic Pte. Ltd. incorporated in Singapore. |
| 2025-02-03 | Shareholders approved a 1-for-8 share consolidation (First Share Consolidation) and amendments to the memorandum and articles of association. |
| 2025-02-14 | Entered into a standby equity subscription agreement with YA II PN, Ltd. for up to $10 million. The commitment period is 36 months from this date. |
| 2025-02-28 | Effected the First Share Consolidation (1-for-8 reverse stock split). |
| 2025-03-03 | Issued 309,661 Class A Ordinary Shares as a commitment fee to YA II PN, Ltd. |
| 2025-03-10 | Class A Ordinary Shares began trading on Nasdaq Capital Market on a post-share combination basis under symbol MNDR. |
| 2025-05-02 | Entered into a Securities Purchase Agreement with Indopacific and Natali Ardianto to issue and sell 112,423 Class A Ordinary Shares for $200,000. |
| 2025-06 | Leong Aik Huat joined as Chief Financial Officer. |
| 2025-06-06 | Issued 480,711 additional Class A ordinary shares to option holders pursuant to the Plan. Granted 66,404 Restricted Shares to certain employees under the Plan. |
| 2025-07-15 | Entered into a sales agreement with A.G.P./Alliance Global (Agent) for an At-The-Market (ATM) offering of up to $300,000,000 Class A ordinary shares. |
| 2025-09-10 | Entered into an additional securities purchase agreement with Indopacific to issue and sell 100,000 Class A ordinary shares for $900,000. |
| 2025-09-11 | Shareholders approved a 1-for-5 reverse stock split (Second Share Consolidation) and related amendments to the memorandum and articles of association. |
| 2025-09-23 | Effected the Second Share Consolidation (1-for-5 reverse stock split). |
| 2025-09-25 | Company's ordinary shares began trading on a Reverse Stock Split-adjusted basis on Nasdaq Capital Market under MNDR. |
| 2025-10-31 | Date of this Annual Report on Form 20-F. |
Recommendation
sellThe company faces significant headwinds, including a substantial 45.3% decline in revenue and a nearly 50% drop in telemedicine transactions, its core business. While the net loss decreased, this was largely due to reduced share-based compensation and IPO expenses, not an improvement in underlying operational profitability, as evidenced by the gross profit decline and continued negative Adjusted EBITDA. The 'going concern' warning from auditors, coupled with the temporary regulatory suspension of a key clinic, highlights severe operational and financial instability. Despite ongoing capital raises and strategic initiatives, the current financial performance and inherent risks suggest a high degree of uncertainty and potential for further value erosion. A seasoned investor would likely view these factors as strong indicators to exit or avoid the stock.
Keywords
Telehealth, Digital Health, Healthcare Technology, SEC Filing, 20-F, Singapore, Vietnam, Malaysia, Indonesia, MaNaDr, Telemedicine, Health-tech, AI, Artificial Intelligence, Medical Devices, Pharmaceuticals, Corporate Governance, Financial Results, Net Loss, Revenue, Share Consolidation, Capital Raise, Nasdaq
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