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

$MNDR
Form 6-K
Filed on: 2025-02-19
Source
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.