Mobile-health Network Solutions-A美股招股说明书(2025-04-01版)

Mobile-health Network Solutions Up to 3,344,481Class A Ordinary Shares This prospectus relates to the resale from time to time of up to 3,344,481 Class A ordinary shares, par value $0.000032 per share (the “Class A OrdinaryShares”), of Mobile-health Network Solutions (the “Company”), by YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Selling Shareholder”). Theshares being offered by this prospectus consist of Class A Ordinary Shares that we have issued or that we may, in our discretion, elect to issue and sell to the SellingShareholder, from time to time, pursuant to a standby equity purchase agreement we entered into with the Selling Shareholder on February 14, 2025 (the “PurchaseAgreement”), pursuant to which the Company shall have the right, but not the obligation, to issue to the Selling Shareholder, and the Selling Shareholder shall havethe obligation to subscribe for, Class A Ordinary Shares of the Company for an aggregate subscription amount of up to $10 million (the “Commitment Amount”), atany time during the commitment period of 36 months from the February 14, 2025, the “Effective Date” of the Purchase Agreement, subject to certain conditions. Each Class A Ordinary Share to be issued to the Selling Shareholder from time to time under the Purchase Agreement will be issued at 97% of the MarketPrice. “Market Price” is defined as the lowest of the daily VWAPs of the Class A Ordinary Shares during the relevant Pricing Period, other than the daily VWAP onany Excluded Days (as defined below). With respect to each Advance Notice, the Company may notify the Selling Shareholder of the Minimum Acceptable Price with respect to such Advance byindicating a Minimum Acceptable Price on such Advance Notice. If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum AcceptablePrice shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with aMinimum Acceptable Price, the VWAP of the Class A Ordinary Shares is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B)there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice byone third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period forpurposes of determining the Market Price. The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arriveat the Adjusted Advance Amount) shall be automatically increased by such number of Class A Ordinary Shares (the “Additional Shares”) equal to the greater of (a)the number of Class A Ordinary Shares sold by the Selling Shareholder on such Excluded Day(s), if any, or (b) such number of Class A Ordinary Shares elected to besubscribed for by the Selling Shareholder, and the subscription price per share for each Additional Share shall be equal to the Minimum Acceptable Price in effectwith respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in theapplicable Advance Notice or any limitations set forth in Section 2.01(c) of the agreement. The Advances are subject to certain limitations, including that the Selling Shareholder shall not be obligated to subscribe for or acquire, and shall notsubscribe for or acquire, any Class A Ordinary Shares which, when aggregated with all other Class A Ordinary Shares acquired by the Selling Shareholder under thePurchase Agreement, would result in it beneficially owning more than 9.99% of the Class A Ordinary Shares then issued at the time of an Advance (the “OwnershipLimitation”) or acquiring since the Effective Date under the Purchase Agreement more than 19.99% of the Class A Ordinary Shares as of the Effective Date (the“Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained shareholder approval for issuances ofClass A Ordinary Shares in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require shareholder approval under Nasdaq’s“minimum price rule.” In connection with the entry into the Purchase Agreement, the Company agreed to pay to the Selling Shareholder a structuring fee in the amount of $25,000.In addition, as consideration for the Selling Shareholder’s subscription commitment, the Company will pay a commitment fee (the “Commitment Fee”) in an amountequal to 1.00% of $10,000,000 of Class A Ordinary Shares (the “Commitment Amount”).The Purchase Agreement shall terminate automatically on the earliest of (i)the 36-month anniversary of the Effective Date or (ii) the date on which the Selling Shareholder shall have made payment of Advances pursuant to the PurchaseAgreement for Class A Ordinary