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

Mobile-health Network Solutions filed an amendment to its F-1 registration statement, incorporating recent unaudited financial results and detailing ongoing equity financing and strategic acquisitions.

Summary

• Filed Amendment No. 2 to Form F-1 to include unaudited financial results for the six months ended December 31, 2025.
• The filing relates to the resale of up to 7,969,079 Class A Ordinary Shares by YA II PN, Ltd. (Selling Shareholder).
• The company may receive up to $7,243,893 in gross proceeds from sales of Class A Ordinary Shares to the Selling Shareholder under a standby equity purchase agreement (SEPA) over 36 months, for working capital and general corporate purposes.
• Reported a net loss of $858,417 for the six months ended December 31, 2025, a reduction from $1,655,880 for the same period in 2024.
• Revenue for the six months ended December 31, 2025, was $3,948,768, a decrease from $4,275,874 in the prior year's comparable period.
• Gross profit for the six months ended December 31, 2025, increased to $795,303 from $634,939 in the prior year's comparable period.
• For the fiscal year ended June 30, 2025, revenue decreased by 45.3% to $7.7 million from $13.9 million in 2024, primarily due to a $6.1 million decrease in telemedicine revenue from the private sector.
• Net loss for the fiscal year ended June 30, 2025, was $3.4 million, a significant reduction from $15.6 million in 2024.
• The company's license for remote outpatient medical services for its subsidiary, Manadr Clinic Pte. Ltd., was revoked on December 20, 2024, due to non-compliance, resulting in a S$5,000 fine paid on February 11, 2026.
• Entered into a Memorandum of Understanding (MOU) on November 19, 2025, to acquire two AI-optimized data centers and related digital infrastructure in Malaysia for up to US$120 million, to be satisfied by issuing 3,000,000 Class A Ordinary Shares.
• The company has a dual-class voting structure where Class B shares (held by founders) have 10 votes per share, giving them significant voting power (approximately 20.50% of aggregate voting power post-offering).
• The company is an emerging growth company and a foreign private issuer, allowing it to comply with reduced reporting and corporate governance requirements.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative filing due to persistent operating losses, significant revenue decline in the last fiscal year, and a precarious cash position, despite some positive operational metrics and strategic initiatives. The going concern warning is a major red flag.

Positives

• Significant reduction in net loss for the six months ended December 31, 2025 ($858,417) compared to the same period in 2024 ($1,655,880).
• Gross profit increased for the six months ended December 31, 2025 ($795,303) compared to the same period in 2024 ($634,939).
• Total operating expenses decreased significantly for the six months ended December 31, 2025 ($1,672,590) compared to the same period in 2024 ($2,384,556).
• Successful IPO on April 12, 2024, raising approximately $9.1 million.
• Secured a standby equity purchase agreement (SEPA) for up to $10 million, providing a potential source of capital.
• Strategic acquisition of AI-optimized data centers in Malaysia for up to US$120 million, indicating expansion and technological investment.
• Recognized for data protection practices with the Data Protection Trustmark (DPTM) by IMDA Singapore and Cyber Essentials mark by CSA Singapore.
• Awarded The President's Certificate of Commendation (COVID-19) in 2023 for services during the pandemic.
• Leading telehealth solution provider in Singapore with the largest number of teleconsultations per day in the six months ended May 2023 and over 1 million registered users on its mobile application as of June 30, 2025.
• Strong management team with extensive experience in healthcare, medical informatics, and IT.

Negatives

• Recurring losses from operations raise substantial doubt about the ability to continue as a going concern.
• Revenue decreased by 45.3% for the fiscal year ended June 30, 2025, compared to 2024, primarily due to a $6.1 million decrease in telemedicine revenue from the private sector.
• Cash and cash equivalents significantly decreased to $1,034,103 as of June 30, 2025, from $6,707,695 as of June 30, 2024.
• Net cash used in operating activities was $4,359,262 for the year ended June 30, 2025.
• A subsidiary's license for remote outpatient medical services was revoked due to non-compliance, leading to a fine.
• The dual-class voting structure limits the ability of Class A shareholders to influence corporate matters.
• The company will not receive any proceeds from the resale of shares by the Selling Shareholder, only from its own sales to the Selling Shareholder under the Purchase Agreement.
• Potential dilution for existing shareholders from future sales of Class A Ordinary Shares under the Purchase Agreement or other offerings.

Risks

• Maintaining user trust is critical, and any failure to do so could damage reputation and brand.
• Inability to manage business growth or implement strategies on schedule or within budget.
• Failure to effectively estimate, price, and manage costs, or regulation of fees, could decline profitability.
• Healthcare solutions may not drive user engagement or provide superior user experience.
• Inability to develop existing technology infrastructure or recoup investments, and failure to innovate or adapt to industry changes.
• Self-developed technologies are complex and may contain undetected errors or not operate properly.
• Failure in ensuring safety and compliance of Generative AI, including risks of data breaches, biases, and incorrect outputs.
• Current Generative AI applications may not be widely accepted or may require compensation/reimbursement to third parties, lowering margins.
• Violation of laws protecting confidentiality and privacy of patient health information could lead to civil/criminal penalties and harm reputation.
• Failure to properly manage participants and stakeholders in the MaNaDr ecosystem (medical professionals, service providers, suppliers).
• Limited or no control over suppliers and product quality, potentially leading to defective products.
• Product liability claims for defective products sold in the pharmaceutical business.
• Lack of requisite approvals, licenses, or permits, or failure to comply with conditions.
• Failure to properly manage the registration of in-house doctors, leading to claims or investigations.
• Failure to maintain optimal inventory levels and risk of inventory obsolescence.
• Adverse effects from negative publicity, litigation, and regulatory investigations.
• Security breaches and attacks against systems and network, and failure to protect confidential information.
• Improper use or disclosure of large amounts of generated and processed data.
• Insufficient insurance coverage for business risks and medical liability claims.
• Inability to prevent unauthorized use of intellectual property or subject to infringement claims.
• 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/products.
• Failure to maintain adequate internal controls.
• Dependence on key management and skilled medical/support staff, and failure to attract/retain them.
• Inability to detect or prevent fraud or misconduct by employees or third parties.
• Reliance on assumptions and estimates for key operating metrics, leading to inaccuracies.
• Need for additional capital, which may not be obtainable on favorable terms or at all.
• Strategic alliances, investments, or acquisitions may have adverse effects.
• Credit risk with respect to trade receivables.
• Risks related to political, economic, regulatory, social, and legal environments in operating jurisdictions (Singapore, Vietnam, Malaysia, Indonesia).
• Impact of COVID-19 or other infectious diseases, acts of God, war, terrorist attacks.
• Fluctuations in exchange rates (USD, VND, RM against SGD).
• Geopolitical risks in Vietnam.
• High inflation in Vietnam.
• Changes in Vietnam's economic, political, and legal environment, and less developed legal system.
• Time-consuming and expensive asset realization in Vietnamese bankruptcy proceedings.
• Vietnamese foreign exchange control limiting ability to utilize revenue or receive dividends.
• VND subject to foreign exchange controls.
• Developments in Malaysia's social, political, regulatory, and economic environment.
• Foreign exchange control policies in Malaysia.
• Economic, market, and political developments in countries of operation.
• Downturn in Indonesia's economic growth.
• Current political and social events in Indonesia.
• Deterioration of political, economic, and security conditions in Indonesia.
• Terrorist activities in Indonesia.
• Fluctuations in the value of the Indonesian Rupiah.
• Downgrades of credit ratings of the Government of Indonesia or Indonesian companies.
• Extensive and evolving regulatory requirements, non-compliance with which, or changes in which, may materially and adversely affect business.
• Increased political, legal, compliance, operational, regulatory, economic, and other risks with international expansion.
• Evolving laws, regulations, standards, and policies, and any actual or perceived failure to comply.
• Involvement in legal proceedings.
• Validity of certain issuances and transfers of shares cannot be verified (past corporate secretarial irregularities).
• Failure to implement and maintain an effective system of internal controls.
• Being an emerging growth company allows reduced reporting requirements.
• Substantial increased costs as a public company.
• Substantial future sales of Class A Ordinary Shares or anticipation of sales could cause price decline.
• No intention to pay dividends for the foreseeable future.
• Lack of analyst coverage or negative reports could cause price/volume decline.
• Volatile trading price of Class A Ordinary Shares.
• Dual-class voting structure limits shareholder influence.
• Ceasing to qualify as a foreign private issuer would increase compliance costs.
• Exemption from certain Nasdaq corporate governance standards as an FPI provides less protection.
• Inability to satisfy Nasdaq listing requirements or delisting.
• Board may decline to register transfers of Class A Ordinary Shares in certain circumstances.
• Shareholders may be unable to present proposals before general meetings not called by shareholders.
• Classification as a passive foreign investment company (PFIC) could have adverse U.S. federal income tax consequences for U.S. taxpayers.
• Shareholders may be held liable for claims by third parties against the company to the extent of distributions received upon redemption.
• Difficulties in protecting shareholder interests due to Cayman Islands law providing less protection than U.S. law.
• Resales by Selling Shareholder may cause market price decline.
• Unpredictable number of shares sold to Selling Shareholder or gross proceeds.
• Investors buying at different times may pay different prices and experience different dilution.
• Future sales and issuances of shares or other securities might result in significant dilution.
• Management has broad discretion over use of proceeds from sales to Selling Shareholder.

Future Outlook

The company plans to expand its user base through marketing and technological tools, including data-driven predictive healthcare, Internet of Medical Things (IoMT), and a global MaNaForum. It intends to broaden service and product offerings to cover the entire healthcare value chain, including chronic disease and mental health management programs. Strategic partnerships, investments, and acquisitions are planned for expansion into other APAC countries like Malaysia, Philippines, Vietnam, Australia, Cambodia, New Zealand, and Thailand. A next-generation healthcare operating system is under development, integrating AI-forward triage, physician support, CME programs, clinic management systems, and blockchain-based EHRs for seamless patient-provider connections.

Management Comments

• Our mission is to be our users trusted companion on their lifelong healthcare journey by providing a seamless healthcare experience from start to finish, which is affordable, accessible and easy to understand to both users and healthcare providers.
• We seek to build a 360-degree holistic healthcare ecosystem supported by a global community of healthcare providers, with the mission to make healthcare simple and seamless, instantaneous, affordable and available to the masses.
• Our MaNaDr platform is a platform designed and created by doctors, for doctors and users.
• We believe that our ability to maintain users trust in our MaNaDr ecosystem is critical to our success in the rapidly expanding telehealth solutions market in Singapore.
• We believe that our existing sources of liquidity, along with cash expected to be generated from sales and services, will be sufficient to fund our operations, anticipated capital expenditures, working capital and other financing requirements for at least the next twelve months from the issuance of the financial statements.
• 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 within the rapidly evolving integrated smart health-tech service market in Southeast Asia, characterized by increasing demand for online and offline integrated fulfillment, rising chronic disease prevalence, an aging population, and growing health awareness. The company positions itself as a tech-first doctor-led innovator, which Frost & Sullivan identifies as a key player type with strengths in specialized resources, stringent platform management, and strong user trust, but potential weaknesses in IT security and susceptibility to government interference. The market is projected to grow significantly, with Singapore's teleconsultation market expected to reach USD498 million by 2027 at a CAGR of 26.7%.

Comparison to Industry Standards

• MaNaDr is identified by Frost & Sullivan as the largest telehealth solutions mobile application in Singapore by daily teleconsultations (six months ended May 2023) and among the fastest-growing providers.
• The platform boasts over 1 million registered users on its mobile application and 40,000 on its website as of June 30, 2025, indicating strong user adoption compared to general market penetration.
• MaNaDr offers the most affordable teleconsultation solution in Singapore based on starting price as of October 31, 2023, positioning it competitively against peers like Company A, B, and C.
• The mobile application has high user ratings (4.8 on Apple App Store, 4.9 on Google Play Store as of June 14, 2023), making it the most reviewed and highest-rated app in Singapore among competitors.
• MaNaDr's platform extends to more countries in the APAC region than competitors, being the only Singapore-based telehealth company providing integrated smart health-tech services across the region.
• The company's AI Facescan function and AI-powered health operating system with GLP-1 injectables for weight management demonstrate innovation beyond typical telehealth offerings, aligning with future trends of customized and intelligent solutions.
• MaNaDr's 24/7 virtual care ecosystem and in-app live group chat service (MaNaChat) are noted by Frost & Sullivan as unique, offering faster response times compared to traditional primary healthcare in Singapore and the US, where wait times can be weeks or months.

Management Changes

Corporate Governance

Legal Proceedings

• Manadr Clinic Pte. Ltd., a subsidiary, had its license to provide remote outpatient medical services revoked with effect from December 20, 2024, due to non-compliance with licensing conditions and applicable laws and regulations.
• A Notice of Offer of Composition (fine of S$5,000) was received from the Ministry of Health on February 11, 2026, which has since been paid and the case closed.

Related Party Transactions

• Provided services to Manadr Medical Holdings Pte. Ltd. (related company under common control of directors Dr. Siaw Tung Yeng and Dr. Rachel Teoh Pui Pui) amounting to $470,025 (2025), $381,354 (2024), and $401,253 (2023).
• Received goods and services from Manadr Medical Holdings Pte. Ltd. amounting to $405,494 (2025), $90,415 (2024), and $99,817 (2023).
• Receivables balance due from Manadr Medical Holdings Pte. Ltd. was $147,312 (2025) and $77,031 (2024).
• Payable balance due to Manadr Medical Holdings Pte. Ltd. was $63,004 (2025) and $14,969 (2024).
• Provided services to Kim JL Healthcare Pte. Ltd. (related company under common control of directors Dr. Siaw Tung Yeng and Dr. Rachel Teoh Pui Pui) amounting to $16,290 (2025), $37,058 (2024), and $31,077 (2023).
• Received goods and services from Kim JL Healthcare Pte. Ltd. amounting to $2,166 (2025), $77 (2024), and $46 (2023).
• Receivables balance due from Kim JL Healthcare Pte. Ltd. was $10,319 (2025) and $6,025 (2024).
• Payable balance due to Kim JL Healthcare Pte. Ltd. was $877 (2025) and $414 (2024).
• Provided services to EC Family Clinic Pte. Ltd. (50% owned by Dr. Rachel Teoh Pui Pui) amounting to $5,930 (2025), $5,132 (2024), and $2,589 (2023).
• Receivables balance due from EC Family Clinic Pte. Ltd. was $1,793 (2025) and $507 (2024).
• Payable balance due to EC Family Clinic Pte. Ltd. was $221 (2025) and $73 (2024).
• Received goods and services from Rachel Teoh Pui Pui (Director) amounting to $8,354 (2025), $1,431 (2024), and $2,798 (2023).
• Payable balance to Rachel Teoh Pui Pui was $798 (2025) and $234 (2024).
• Received goods and services from Siaw Tung Yeng (Director) amounting to $46,750 (2025), $34,333 (2024), and $28,564 (2023).
• Payable balance to Siaw Tung Yeng was $140,862 (2025) and $516,946 (2024).
• Nathan Siaw Seng Taat (Chief Medical Officer, son of Siaw Tung Yeng) received compensation of S$72,495 (approximately US$55,766) for the year ended June 30, 2025.

Stakeholder Impact

• Shareholders face potential for significant dilution from future equity issuances (SEPA, ATM offering) and limited influence due to the dual-class voting structure. Existing shareholders may experience a decline in share value due to future sales by the Selling Shareholder.
• Employees benefit from the Employee Incentive Plan, which aims to provide wealth creation and retention, and management changes indicate strategic adjustments in leadership.
• Customers/Users are targeted for expanded user base, enhanced engagement, and broader service offerings (AI, IoMT, chronic disease management) to improve access to affordable, timely healthcare.
• Healthcare Providers are empowered by the platform's reach and support groups, but regulatory compliance risks, as highlighted by a subsidiary's license revocation, are a concern.
• Creditors face increased risk due to recurring losses and the going concern warning, although management is pursuing financing and cost-cutting measures.
• Suppliers/Partners may see new opportunities through expansion strategies involving strategic partnerships and acquisitions, but also face risks related to quality control and non-performance.

Next Steps

• Continue to expand user base through natural traffic, external marketing, and promotional activities.
• Further develop data-driven and predictive healthcare services, including smart predictive AI and Internet of Medical Things (IoMT).
• Scale up MaNaForum into a global social forum.
• Leverage innovative algorithms and incorporate short clips and smart videos based on user interests.
• Employ AI tools to bridge individual users and the global community of patients and providers.
• Implement blockchain technology for decentralized storage of user data.
• Develop a next-generation healthcare operating system linking service providers with patients through various tools, features, and services.
• Expand service and product offerings to cover the healthcare value chain, including programs for chronic diseases (e.g., diabetes) and mental health.
• Continue curation of quality healthcare products and services for MaNaShop/MaNaStore.
• Selectively pursue strategic partnerships, investments, and acquisitions to expand beyond Singapore into other APAC countries (Malaysia, Philippines, Vietnam, Australia, Cambodia, New Zealand, Thailand).
• Recruit experienced IT professionals and acquire domestic and overseas companies with advanced technology.
• Establish partnerships with other pharmacies.
• File additional registration statements with the SEC if more shares need to be issued and sold to the Selling Shareholder under the Purchase Agreement to reach the $10,000,000 commitment.

Key Dates

Recommendation

The company faces significant financial challenges, including recurring losses and a going concern warning, which are major red flags for investors. While strategic initiatives and technological advancements are noted, the substantial revenue decline in the last fiscal year and the precarious cash position outweigh these positives. The potential for significant dilution from ongoing and future capital raises, coupled with the dual-class voting structure that limits common shareholder influence, further increases investment risk. The regulatory non-compliance leading to a license revocation also raises concerns about operational stability and governance.

Keywords

Telehealth, Digital Health, Health-tech, MaNaDr, Singapore, APAC, Telemedicine, AI, Healthcare Platform, SEC Filing, F-1/A, Equity Financing, Share Consolidation, Risk Factors, Financial Results, Corporate Governance, Medical Devices, Pharmaceutical, Weight Management, Chronic Disease Management