SECsense Logo
<!-- Icon from Material Symbols by Google - https://github.com/google/material-design-icons/blob/master/LICENSE -->Back to Posts

Mobile-health Network Solutions Secures $10M via Standby Equity Subscription Agreement

$MNDR
6-K
Filed on: 2025-02-19
View Source
Mobile HealthEquity FinancingShare IssuanceRegulatory ComplianceInvestor Relations
Mobile-health Network Solutions Secures $10M via Standby Equity Subscription Agreement

Here are the key insights extracted from the financial report:

Document Overview

  • Type: 6-K
  • Filed by: Mobile-health Network Solutions
  • Filing Date: February 19, 2025
  • Effective Date of Agreement: February 14, 2025

Standby Equity Subscription Agreement

  • Parties Involved: Mobile-health Network Solutions and YA II PN, Ltd. (Yorkville).
  • Purpose: The agreement allows the company to issue Class A ordinary shares to Yorkville with a total subscription commitment of up to $10 million.
  • Duration: The commitment period lasts for 36 months from the Effective Date.

Share Issuance Terms

  • Issuance Price: Shares will be issued at 97% of the Market Price, defined as the lowest daily volume-weighted average price (VWAP) during the relevant pricing period, excluding certain days (Excluded Days).
  • Ownership Limitations: Yorkville cannot acquire ordinary shares that would result in beneficial ownership of more than 9.99% of the company's total shares at any time, or more than 19.99% since the agreement's effective date, unless shareholder approval is obtained.

Fees and Costs

  • Structuring Fee: The company agreed to pay Yorkville a structuring fee of $25,000.
  • Commitment Fee: Additionally, a 1% commitment fee on the $10 million commitment amount is applicable.

Termination Conditions

  • The agreement will automatically terminate after 36 months or once Yorkville has fully subscribed for the $10 million worth of shares.
  • The company can terminate the agreement with five trading days’ notice if there are no advance notices outstanding and all owed amounts are settled.

Regulatory Compliance

  • Sales under this agreement are contingent upon the effectiveness of a registration statement on Form F-1 covering the resale of shares.
  • The use of proceeds from the sale of shares must comply with applicable sanctions laws and regulations.

Additional Notes

  • This agreement provides Mobile-health Network Solutions with flexible financing options while limiting Yorkville's share ownership to avoid dilution of existing shareholders.
  • The financial implications of this agreement may affect the company's capital structure and future funding strategies.

Summary

The Standby Equity Subscription Agreement with Yorkville represents a significant financial commitment for Mobile-health Network Solutions, allowing for potential capital raise of up to $10 million while imposing ownership restrictions on the investor. The structure of fees and conditions for share issuance is designed to protect the interests of both the company and its shareholders.

You May Also Like