SCHEDULE 13G: Yorkville Advisors Affiliates Report 9.99% Stake in Mobile-health Network Solutions, Citing $10 Million Standby Equity Purchase Agreement

Affiliates of Yorkville Advisors Global, including YA II PN, Ltd., have disclosed a 9.99% beneficial ownership stake in Mobile-health Network Solutions, primarily driven by a Standby Equity Purchase Agreement allowing the issuer to sell up to $10 million in Class A shares.

Summary

• YA II PN, Ltd. and its affiliates, including YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YAII GP, LP, YAII GP II, LLC, Mark Angelo, and SC-Sigma Global Partners, LP, collectively reported beneficial ownership of 316,542 Class A ordinary shares of Mobile-health Network Solutions.
• This aggregate amount represents 9.99% of the issuer's Class A ordinary shares.
• The ownership is based on 2,890,756 Class A shares outstanding as of March 17, 2025, and an additional 277,834 Class A shares that YA II PN, Ltd. has the right to acquire.
• The right to acquire shares stems from a Standby Equity Purchase Agreement (SEPA) entered into on February 14, 2025, between YA II PN, Ltd. and Mobile-health Network Solutions.
• Under the SEPA, Mobile-health Network Solutions has the option to sell up to $10 million of its Class A shares to YA II PN, Ltd., which is obligated to purchase them.
• A key condition of the SEPA prohibits the issuer from selling shares to YA II PN, Ltd. if it would cause the aggregate beneficial ownership by YA II PN, Ltd. and its affiliates to exceed 9.99% of the then outstanding Class A shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While the potential for dilution exists due to the SEPA, the agreement provides Mobile-health Network Solutions with a committed and flexible source of capital up to $10 million, which is a positive for liquidity and operational funding. The 9.99% cap on ownership also limits the immediate impact of the investor's stake.

Positives

• The Standby Equity Purchase Agreement (SEPA) provides Mobile-health Network Solutions with a potential source of capital up to $10 million, offering financial flexibility and liquidity.
• The obligation of YA II PN, Ltd. to purchase shares under the SEPA, when exercised by the issuer, ensures a committed funding partner.

Negatives

• The potential issuance of new shares under the SEPA could lead to dilution for existing shareholders, as the company has the option to sell up to $10 million worth of shares.

Risks

• Potential dilution of existing shareholders' equity and voting power if Mobile-health Network Solutions exercises its option to sell additional Class A shares under the Standby Equity Purchase Agreement.
• The price at which shares will be sold under the SEPA is not specified in this filing, introducing uncertainty regarding the effective cost of capital and potential impact on share price.

Future Outlook

Mobile-health Network Solutions has the future option to sell up to $10 million of its Class A shares to YA II PN, Ltd. under the Standby Equity Purchase Agreement, subject to a cap that prevents YA II PN, Ltd. and its affiliates from exceeding 9.99% beneficial ownership.

Industry Context

Standby Equity Purchase Agreements (SEPAs) are a common financing mechanism, particularly for smaller or growth-stage companies, allowing them to access capital on an 'as-needed' basis. This type of agreement provides a flexible funding source without the immediate dilution of a large, upfront equity raise, which can be attractive in industries requiring ongoing investment, such as mobile health.

Stakeholder Impact

• Shareholders: Potential for dilution of existing shareholdings if the company exercises its option to sell additional shares under the SEPA. However, the SEPA also provides a funding mechanism that could support company growth and operations, potentially benefiting shareholders in the long term.

Next Steps

• Mobile-health Network Solutions may, at its option, sell Class A shares to YA II PN, Ltd. under the terms of the Standby Equity Purchase Agreement.

Key Dates

Keywords

Mobile-health Network Solutions, SEC filing, Schedule 13G, beneficial ownership, Class A ordinary shares, Standby Equity Purchase Agreement, SEPA, equity financing, dilution, Yorkville Advisors, YA II PN Ltd, capital raise