Full Press Release Details
This Securities Purchase Agreement
(this "Agreement") is dated as of October 13, 2025, between Haoxi Health Technology Limited, a Cayman Islands exempted
company (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a "Purchaser" and collectively, the "Purchasers").
WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 4(a)(2) of the Securities
Act (as defined below), and Regulation S (as defined below) as promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Company and each Purchaser agree as follows:
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
set forth in this Section 1.1:
Person" shall have the meaning ascribed to such term in Section 4.5.
shall have the meaning ascribed to such term in Section 3.1(j).
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
of Directors" means the board of directors of the Company.
Day" means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial
banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place",
"non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial
banks in The City of New York are generally open for use by customers on such day.
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's
obligations to deliver the Securities, in each case, have been satisfied or waived.
means the United States Securities and Exchange Commission.
U.S. Counsel" means Hunter Taubman Fischer & Li LLC, with offices located at 950 Third Avenue, 19th Floor, New York, NY
Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day,
no later than 9:01 a.m. (New York City time) on the date hereof.
Date" shall have the meaning ascribed to such term in Section 3.1(s).
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
means the Foreign Corrupt Practices Act of 1977, as amended.
shall have the meaning ascribed to such term in Section 3.1(h).
shall have the meaning ascribed to such term in Section 3.1(bb).
Property Rights" shall have the meaning ascribed to such term in Section 3.1(p).
Removal Date" shall have the meaning ascribed to such term in Section 4.1(c).
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).
Permits" shall have the meaning ascribed to such term in Section 3.1(n).
Shares" means the Class A ordinary shares of the Company, par value $0.0025 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
Share Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
Purchase Price" equals $0.23, subject to adjustment for reverse and forward share splits, share dividends, share combinations
and other similar transactions of the Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date.
means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
Information Failure" shall have the meaning ascribed to such term in Section 4.2(b).
Information Failure Payments" shall have the meaning ascribed to such term in Section 4.2(b).
Party" shall have the meaning ascribed to such term in Section 4.8.
Approvals" shall have the meaning ascribed to such term in Section 3.1(e).
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.
shall have the meaning ascribed to such term in Section 3.1(h).
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
means the Ordinary Shares issued or issuable to each Purchaser pursuant to this Agreement.
Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares).
Amount" means, as to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below such
Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount," in United States
dollars and in immediately available funds, which are acceptable to the Company.
means any subsidiary of the Company, including any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
Day" means a day on which the principal Trading Market is open for trading.
Market" means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the
date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York
Stock Exchange (or any successors to any of the foregoing).
Documents" means this Agreement, all exhibits and schedules hereto and any other documents or agreements executed between the
Company and the Purchasers in connection with the transactions contemplated hereunder.
Agent" means Transhare Corporation, the current transfer agent of the Company, and any successor transfer agent of the Company.
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, (i) the number of Ordinary Shares set forth under the heading "Shares" on the Purchaser's
signature page hereto, at the Per Share Purchase Price. Each Purchaser shall deliver to the Company via wire transfer, immediately available
funds, which shall be made available for "Delivery versus Payment" settlement with the Company or its designees, and the Company
shall deliver to each Purchaser its respective Shares, as determined pursuant to Section 2.2(a) upon receiving such Purchaser's
Subscription Amount on the Closing Date, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall take place remotely
by electronic transfer of the Closing documentation or at such other location as the parties shall mutually agree or virtually in accordance
with the provisions of this Agreement.
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
Agreement duly executed by the Company;
number of Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the name of
Company shall have provided each Purchaser with the Company's wire instructions; and
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
Agreement duly executed by such Purchaser;
the Company, such Purchaser's Subscription Amount by wire transfer to the bank account of the Company specified in writing by the
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) when
made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein
in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality,
in all respects) as of such date);