Mobile-health Network Solutions Class A Ordinary Shares

Mobile-health Network Solutions (MNDR) is a Cayman Islands-incorporated telehealth provider offering an integrated AI-enabled platform via its MaNaDr app and website, connecting users globally with healthcare professionals for teleconsultations, medication delivery, chronic disease management, and wellness products. Operating primarily in Singapore with expansion into Vietnam, Malaysia, and Indonesia, the company reported revenue of $7.65 million for FYE June 30, 2025 (down 45% YoY from $13.97 million), gross profit of $1.28 million, and a net loss of $3.38 million, with cash at $1.03 million amid ongoing losses raising going concern doubts. This F-1 registers up to 7,969,079 Class A Ordinary Shares ($7.24 million potential proceeds at $0.909/share) for resale by Selling Shareholder YA II PN, Ltd. under a February 14, 2025 Purchase Agreement allowing the company to sell up to $10 million in shares over 36 months at 97% of market price, subject to 9.99% ownership cap. No proceeds go to the company from resales, but potential sales to the Selling Shareholder fund working capital/debt repayment. MNDR positions as Singapore's leading telehealth provider by daily consultations (per Frost & Sullivan), leveraging dual-class shares (Class B at 10x voting power held by founders), but faces high risks from regulatory compliance (e.g., revoked clinic license), competition, and execution in scaling amid cash burn.

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