Full Press Release Details
HAOXI HEALTH TECHNOLOGY LIMITED
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) | |
| UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | ||
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2025 AND JUNE 30, 2025 | F-2 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-3 | |
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-4 | |
| UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024 | F-5 | |
| NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-6 - F-23 |
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| December 31, 2025 | June 30, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 6,801,155 | $ | 8,618,461 | ||||
| Accounts receivables, net | 27,176 | 460,272 | ||||||
| Advances to suppliers, net | 7,376,437 | 5,699,738 | ||||||
| Amounts due from related parties | 992,907 | - | ||||||
| Prepayments, receivables and other assets, net | 125,131 | 4,826,089 | ||||||
| Total current assets | 15,322,806 | 19,604,560 | ||||||
| Non-current assets | ||||||||
| Investment in convertible bond | 4,500,000 | - | ||||||
| Property and equipment, net | 103,492 | 108,899 | ||||||
| Intangible assets, net | 694,667 | 1,802,667 | ||||||
| Operating right-of-use asset | 40,015 | 79,188 | ||||||
| Total non-current assets | 5,338,174 | 1,990,754 | ||||||
| Total Assets | $ | 20,660,980 | $ | 21,595,314 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term loans | $ | 1,280,446 | $ | 1,307,937 | ||||
| Accounts payables | 156,147 | 153,865 | ||||||
| Advance from customers | 1,224,178 | 537,646 | ||||||
| Amount due to related parties | 57 | 62,120 | ||||||
| Taxes payable | 1,681,204 | 1,307,270 | ||||||
| Accrued expenses and other liabilities | 9,970 | - | ||||||
| Salary and welfare payable | 28,008 | 32,268 | ||||||
| Warrant liability | 1,414 | 104,433 | ||||||
| Lease liability-current | 19,059 | 79,188 | ||||||
| Long-term borrowing-current | 31,300 | 300,338 | ||||||
| Long-term accounts payable-current | 6,530 | - | ||||||
| Total current liabilities | 4,438,313 | 3,885,065 | ||||||
| Non-current Liabilities | ||||||||
| Long-term accounts payable | - | 26,496 | ||||||
| Long-term borrowing | 266,048 | 307,323 | ||||||
| Total non-current liabilities | 266,048 | 333,819 | ||||||
| Total Liabilities | 4,704,361 | 4,218,884 | ||||||
| Commitments and contingencies | ||||||||
| SHAREHOLDERS'EQUITY: | ||||||||
| Class A Ordinary Shares (Par value US$ 0.0025 per share, 300,000,000 shares authorized, 58,753,028 , and 2,205,795 shares issued and outstanding as of December 31,2025 and June 30,2025, respectively) | 146,884 | 5,515 | ||||||
| Class B Ordinary Shares (Par value US$ 0.0025 per share, 100,000,000 shares authorized, and 690,800 and 690,800 shares issued and outstanding as at December 31, 2025 and June 30, 2025, respectively) | 1,727 | 1,727 | ||||||
| Additional paid-in capital | 18,021,308 | 12,814,826 | ||||||
| (Accumulated deficits)/Retained earnings | ( 2,281,272 | ) | 4,599,887 | |||||
| Accumulated other comprehensive income (loss) | 67,972 | ( 45,525 | ) | |||||
| Total shareholders' equity | 15,956,619 | 17,376,430 | ||||||
| Total liabilities and shareholders' equity | $ | 20,660,980 | $ | 21,595,314 |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDNESED CONSOLIDATED STATEMENTS
| Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | $ | 33,828,346 | $ | 23,954,998 | ||||
| Cost of revenues | ( 32,231,880 | ) | ( 23,474,605 | ) | ||||
| Gross profit | 1,596,466 | 480,393 | ||||||
| Operating expenses: | ||||||||
| Selling and marketing expenses | 34,307 | 30,273 | ||||||
| General and administrative expenses | 7,180,085 | 509,915 | ||||||
| Research and development expenses | 61,170 | 67,556 | ||||||
| Impairment loss on non-current assets | 900,000 | |||||||
| Total operating expenses | 8,175,562 | 607,744 | ||||||
| Loss from operations | ( 6,579,096 | ) | ( 127,351 | ) | ||||
| Other income (loss): | ||||||||
| Financial income | 64,222 | 156,742 | ||||||
| Financial expense | ( 25,580 | ) | ( 23,090 | ) | ||||
| Other expense | - | ( 4,224 | ) | |||||
| Total other income (loss), net | 38,642 | 129,428 | ||||||
| (Loss) Income before Income tax | ( 6,540,454 | ) | 2,077 | |||||
| Income tax expense | ( 340,705 | ) | ( 234,610 | ) | ||||
| Net loss | $ | ( 6,881,159 | ) | $ | ( 232,533 | ) | ||
| Comprehensive income | ||||||||
| Net loss | $ | ( 6,881,159 | ) | $ | ( 232,533 | ) | ||
| Foreign currency translation gain (loss) | 113,497 | ( 46,620 | ) | |||||
| Total Comprehensive loss | $ | ( 6,767,662 | ) | $ | ( 279,153 | ) | ||
| Loss per ordinary share* | ||||||||
| - Basic and diluted | $ | ( 1.53 | ) | $ | ( 3.20 | ) | ||
| Weighted average number of ordinary shares outstanding | ||||||||
| -Basic and diluted | 4,487,756 | 72,592 |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
| Six Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( 6,881,159 | ) | $ | ( 232,533 | ) | ||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | 7,338 | 9,531 | ||||||
| Amortization of intangible assets | 208,000 | - | ||||||
| Amortization of right-of-use assets | 40,200 | - | ||||||
| Provision for doubtful accounts | 6,020,046 | - | ||||||
| Impairment loss on non-current assets | 900,000 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 436,871 | ( 513,188 | ) | |||||
| Advances to suppliers | ( 2,992,883 | ) | ( 545,599 | ) | ||||
| Prepayments, receivables and other assets | 114,235 | 13,969 | ||||||
| Amounts due from related parties, current | ( 1,054,970 | ) | - | |||||
| Long-term prepaid expenses | ( 20,237 | ) | - | |||||
| Accounts payables | ( 554 | ) | 26,660 | |||||
| Advance from customers | 669,365 | ( 453,648 | ) | |||||
| Accrued expenses and other liabilities | 6,717 | ( 18,163 | ) | |||||
| Taxes payable | 346,054 | ( 497,619 | ) | |||||
| Operating lease right-of-use assets | - | ( 120,418 | ) | |||||
| Operating lease liabilities | ( 60,933 | ) | 79,143 | |||||
| Salary and welfare payable | ( 4,716 | ) | 1,531 | |||||
| Net cash used in operating activities | ( 2,266,626 | ) | ( 2,250,334 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | - | ( 5,135 | ) | |||||
| Purchase of intangible assets | - | ( 2,025,063 | ) | |||||
| Purchases of investments in convertible bond | ( 4,500,000 | ) | - | |||||
| Loan to third parties | - | ( 1,044,625 | ) | |||||
| Net cash used in investing activities | ( 4,500,000 | ) | ( 3,074,823 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from short-term borrowings | 422,253 | 891,514 | ||||||
| Repayment of short-term borrowings | ( 473,342 | ) | ( 895,344 | ) | ||||
| Repayment of long-term borrowings | ( 318,095 | ) | - | |||||
| Due from a shareholder | - | 53 | ||||||
| Deferred listing costs | ( 905,000 | ) | - | |||||
| Net proceeds from the follow-on offering | 6,200,861 | 7,749,921 | ||||||
| Net cash Provided by financing activities | 4,926,677 | 7,746,144 | ||||||
| Effect of foreign exchange rate on cash and restricted cash | 22,643 | 19,703 | ||||||
| Net (decrease) increase in cash and cash equivalents | ( 1,817,306 | ) | 2,440,690 | |||||
| Cash and cash equivalents at the beginning of the period | 8,618,461 | 6,655,734 | ||||||
| Cash and cash equivalents at the end of the period | $ | 6,801,155 | $ | 9,096,424 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Income tax paid | $ | 1,052 | $ | 5,257 | ||||
| Interest paid | $ | 15,591 | $ | 22,490 | ||||
| Operating right-of-use asset | $ | - | 119,562 |
The accompanying notes are an integral part of
these consolidated financial statements.
HAOXI HEALTH TECHNOLOGY LIMITED
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES
IN ACCUMULATED EQUITY
| Ordinary shares* | Additional paid-in | Accumulated | Accumulated other comprehensive | Total shareholders' | ||||||||||||||||||||
| Shares | Amount | capital | deficit | income (loss) | equity | |||||||||||||||||||
| Balance as of June 30, 2025 | 2,896,595 | $ | 7,242 | $ | 12,814,826 | $ | 4,599,887 | $ | ( 45,525 | ) | $ | 17,376,430 | ||||||||||||
| Net Loss | - | - | - | ( 6,881,159 | ) | - | ( 6,881,159 | ) | ||||||||||||||||
| Issuance of ordinary shares | 56,467,391 | 141,169 | 6,008,463 | - | - | 6,149,632 | ||||||||||||||||||
| Exercise of warrants | 79,842 | 200 | 103,019 | - | - | 103,219 | ||||||||||||||||||
| Cost directly related to issuing new shares | - | - | ( 905,000 | ) | - | - | ( 905,000 | ) | ||||||||||||||||
| Foreign currency translation gain | - | - | - | - | 113,497 | 113,497 | ||||||||||||||||||
| Balance as of December 31, 2025 | 59,443,828 | $ | 148,611 | $ | 18,021,308 | $ | ( 2,281,272 | ) | $ | 67,972 | $ | 15,956,619 | ||||||||||||
| Balance as of June 30, 2024 | 1,289,600 | $ | 3,224 | $ | 10,589,916 | $ | 723,207 | $ | ( 44,392 | ) | $ | 11,271,955 | ||||||||||||
| Net loss | - | - | - | ( 232,533 | ) | ( 232,533 | ) | |||||||||||||||||
| Issuance of ordinary shares | 1,606,800 | 4,017 | 7,745,903 | - | - | 7,749,921 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | ( 46,620 | ) | ( 46,620 | ) | ||||||||||||||||
| Balance as of December 31, 2024 | 2,896,400 | $ | 7,241 | $ | 18,335,819 | $ | 490,674 | $ | ( 91,012 | ) | $ | 18,742,723 |
The accompanying notes are an integral part of
these consolidated financial statements.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND BUSINESS DESCRIPTION
Haoxi Health Technology Limited ("Haoxi")
is a company incorporated under the laws of the Cayman Islands on August 5, 2022. It is a holding company with no business operations.
On August 30, 2022, Haoxi formed its wholly owned
subsidiary, Haoxi Information Limited ("Haoxi HK"), in Hong Kong. On October 13, 2022, Haoxi HK formed its wholly owned subsidiary,
Beijing Haoxi Health Technology Co., Limited ("WFOE"), in the PRC (the "PRC").
Beijing Haoxi Digital Technology Co., Ltd. ("Haoxi
BJ") is a limited liability company incorporated on September 26, 2018, under the laws of China.
On November 25, 2022, WFOE acquired 100%
equity interest of Haoxi BJ, as a result, Haoxi BJ became a wholly-owned subsidiary of WFOE.
As described below, Haoxi, through a restructuring
was accounted for as a reorganization of entities under common control (the "Reorganization"), became the ultimate parent
entity of its subsidiary, Haoxi BJ. Accordingly, Haoxi consolidates Haoxi BJ's operations, assets, and liabilities. Haoxi and its
subsidiaries, are collectively hereinafter referred as the "Company."
Haoxi together with its wholly owned subsidiaries,
Haoxi HK, WFOE, and Haoxi BJ, were controlled by the same shareholders before and after the Reorganization and, therefore, the Reorganization
is considered one for entities under common control. The consolidation of the Company was accounted for at historical cost and prepared
on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the consolidated financial
The Company's current corporate structure is as follows:
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
(a) Basis of presentation
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the "SEC"). The accompanying
unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany
balances and transactions are eliminated upon consolidation. Accordingly, certain information and footnote disclosures normally included
in annual financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the afore-mentioned SEC rules and regulations.
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements
and notes thereto for the fiscal years ended 2025 and 2024. Operating results for the six-month period ended December 31, 2025 are not
necessarily indicative of the results that may be expected for the year ending June 30, 2026.
(b) Principles of consolidation
The unaudited condensed consolidated financial
statements include the financial statements of the Company, its subsidiaries for which the Company exercises control and, when applicable,
entities in which the Company has a controlling financial interest or the ultimate primary beneficiary.
All transactions and balances between the Company
and its subsidiaries were eliminated in the consolidation.
(c) Use of estimates
In preparing the unaudited condensed consolidated
financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements,
as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and
assumptions include, but are not limited to, the assessment of the allowance for expected credit loss, useful lives of property and equipment
and intangible assets, impairment of long-lived assets, realization of deferred tax assets. Actual results could differ from those estimates.
(d) Cash and cash equivalents
Cash includes cash on hand and demand deposits
placed with banks or other financial institutions, which are unrestricted as to withdrawal or use in accounts maintained with commercial
banks. The Company maintains bank accounts in mainland China. Cash balances in bank accounts in mainland China are not insured by the
Federal Deposit Insurance Corporation or other programs. Cash balances in bank accounts in mainland China within the People's Republic
of China of less than RMB 500,000 (equivalent to $71,136) per bank are covered by "deposit insurance regulation"
promulgated by the State Council of the People's Republic of China.
(e) Accounts receivables, net
Accounts receivable are presented net of an allowance
for credit losses. The Company maintains an allowance for credit losses for estimated losses. Pursuant to the requirements of the Financial
Accounting Standards Board's Accounting Standards Codification Topic 326, Financial Instruments - Credit Losses ("ASC
326"), we measure credit losses utilizing a methodology that reflects expected credit losses and consider a broader range of reasonable
and supportable information to inform credit loss estimates. We determine an allowance for doubtful accounts based on historical customer
experience and other currently available evidence. When a specific account is deemed uncollectible, the account is written off against
(f) Advances to suppliers, net
Advances to suppliers represent balances paid
to suppliers for services that have not been provided or received. The Company reviews its advances to suppliers periodically and makes
general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING
(g) Investment in convertible bond
The Company holds a convertible debt security
(the "Convertible debt") issued by a third party (the "Issuer"). The Convertible debt is classified as a held-to-maturity
("HTM") debt security in accordance with ASC 320, Investments - Debt Securities. This classification reflects the Company's
positive intent and ability to hold the Convertible debt until its contractual maturity date.
The Company has formally determined that the primary
investment objective is to earn a stable stream of contractual interest income. The Company has no present intention to exercise the conversion
option embedded in the Convertible debt, except in the remote scenario that specific, objectively determinable adverse conditions materialize
that would otherwise result in a significant loss of principal. Management has assessed the probability of such conditions as remote as
of the reporting date.
The embedded conversion option has not been bifurcated
from the host debt instrument. Because the Company is the holder (rather than the issuer) of the Convertible debt, ASC 815-15, Derivatives
and Hedging - Embedded Derivatives, does not require the Company to separate the equity conversion feature from the debt host. Accordingly,