The extreme premium pricing relative to the market price suggests this is a structured financing with likely warrant exercises that will flood the market with shares. Monitor for immediate selling pressure post-closing (May 12, 2026) as the pre-funded warrants are immediately exercisable. The going concern qualification and 32% revenue decline make this a high-risk distressed financing — avoid long positions and consider shorting into any price strength near the offering price.
Price Chart
Executive Summary
Haoxi Health Technology (HAO) is raising approximately $6.0 million in net proceeds through a dilutive offering of 9,000,000 Class A ordinary shares at $0.25 per share and 16,999,998 pre-funded warrants exercisable at $0.0026 per share for up to 176,034,979 additional shares. The offering price represents a 455% premium to the last closing price of $0.045 per share on May 11, 2026, but the massive potential dilution (up to 243,788,007 shares outstanding if warrants are exercised, versus 58,753,028 pre-offering) and the company's declining revenue ($32.80 million in FY2025 vs $48.52 million in FY2024) create severe bearish pressure. The auditor's going concern qualification and China regulatory risks further compound the negative outlook.
Key Facts
- Offering of 9,000,000 Class A ordinary shares at $0.25/share and 16,999,998 pre-funded warrants to purchase up to 176,034,979 Class A ordinary shares at $0.0026/share
- Gross proceeds of up to $6,455,799.51; net proceeds of approximately $5.93 million after fees
- Last reported sale price on May 11, 2026 was $0.045 per share — offering price is at a 455% premium
- Pre-offering shares outstanding: 58,753,028 Class A + 690,800 Class B; post-offering: up to 243,788,007 if warrants fully exercised
- Revenue declined from $48.52 million in FY2024 to $32.80 million in FY2025 (a 32.4% drop)
- Net income was $3,876,680 in FY2025 vs $1,291,667 in FY2024 (but revenue decline dominates)
- Auditor's report includes a going concern qualification
- Net tangible book value per share drops from $0.26 to $0.09 post-offering; immediate dilution of $0.16 per share for new investors
- 90-day lock-up agreements for directors, officers, and 5%+ shareholders
- Placement agent: Univest Securities, LLC; 7.0% fee plus 0.5% expense reimbursement
Financial Impact
Massive dilution: up to 315% increase in share count if warrants exercised. Net proceeds of ~$5.93 million against a market cap of $3M. Revenue declined 32.4% YoY.
Risk Factors
- Massive dilution from warrant exercise could overwhelm the float and crush the stock price
- Revenue declined 32.4% YoY (FY2025 vs FY2024) indicating fundamental business deterioration
- Going concern qualification from auditor raises bankruptcy risk
- China regulatory risks (CSRC filing, HFCA Act, cybersecurity laws) could hinder operations or delist the stock
- No public market for pre-funded warrants — illiquid instrument adds complexity
- Management has broad discretion over use of proceeds with no specific commitments
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-054771 |
| Document: 0001213900-26-054771-index-headers.html | 0001213900-26-054771 |
| Document: 0001213900-26-054771-index.html | 0001213900-26-054771 |
| Document: 0001213900-26-054771.txt | 0001213900-26-054771 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 13, 2026 15w ago | 424B5 | $0.2655 $0.1590 | ▲ +40.11% | ▲ +43.30% | $2.12 (−698.49%) |
Jul 10, 2026 15w ago | Press Release | $0.3587 $0.1545 | ▲ +56.93% | ▲ +59.35% | $2.12 (−491.02%) |
Jul 6, 2026 16w ago | 6-K | $1.11 $0.1600 | ▼ −85.59% | ▼ −88.74% | $2.12 (+90.99%) |
Jun 24, 2026 17w ago | 6-K | $1.07 $0.1690 | ▼ −84.21% | ▼ −84.84% | $2.12 (+98.13%) |
May 21, 2026 22w ago | 6-K | $1.34 $1.08 | ▲ +19.40% | ▲ +17.99% | $2.12 (−58.21%) |
May 19, 2026 22w ago | Press Release | $1.79 $1.08 | ▲ +39.73% | ▲ +40.72% | $2.12 (−18.30%) |
May 12, 2026 23w ago | 424B5 | $5.21 $1.13 | ▲ +78.31% | ▲ +76.58% | $2.12 (+59.31%) |
Mar 3, 2026 33w ago | Press Release | $142.08 $130.56 | ▼ −8.11% | ▼ −3.71% | $2.12 (−98.51%) |
US Market Status
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