HAO · Haoxi Health Technology Limited

Haoxi Health Technology Limited announced a registered direct offering through a Securities Purchase Agreement dated May 11, 2026, enabling the issuance of Class A ordinary shares at $0.25 per share or pre-funded warrants at $0.2474 each to institutional purchasers. The pre-funded warrants feature a nominal exercise price of $0.0026 per underlying Class A ordinary share (par value $0.0025), with the bulk of the exercise price pre-funded, and include cashless exercise provisions yielding 10.355 times the standard warrant shares based on VWAP calculations. This structure allows purchasers to elect pre-funded warrants if direct share purchases would exceed the 9.99% or 4.99% beneficial ownership cap post-closing, providing dilution control while securing full subscription amounts for the company. Univest Securities, LLC serves as placement agent on a reasonable best efforts basis, with settlement via DVP. Directors and officers are subject to 90-day lock-up agreements to support market stability. Exhibit 5.1 from Ogier confirms the company's good standing, authorized share capital of US$3,250,000 (1.2B Class A and 100M Class B shares at $0.0025 par), and that shares and warrant shares will be validly issued, fully paid, and non-assessable upon satisfaction of specified conditions including board authorization, full payment, and register entry. The offering leverages an effective Form F-3 registration statement (File No. 333-287686), positioning it as a straightforward capital raise for the Cayman Islands-based health technology firm.