Full Press Release Details
Venture Drive, #07-06/07 Vision Exchange
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
be held on February 3, 2025, at 10:30 p.m. (Local Time)
(or any adjournment or postponement thereof)
the Shareholders of Mobile-health Network Solutions
is hereby given that the Extraordinary General Meeting ("EGM") of the Shareholders of Mobile-health Network Solutions, a
Cayman Islands exempted company (the "Company") will be held on February 3, 2025, at 10:30 p.m. local time (i.e., 9:30 a.m.
February 3, 2025, E.T.), and at any adjourned or postponement thereof. Eligible shareholders, as well as duly appointed proxyholders
will be able to attend virtually, participate and vote at the Meeting. The board of directors of the Company has determined to convene
and conduct the EGM in a virtual meeting format. To attend the virtual meeting, you will need to register in advance at https://meeting.vstocktransfer.com/MOBILEHEALTHFEB25
. A Zoom account is required to register. Shareholders will NOT be able to attend the EGM physically in person. This proxy statement
includes instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with Internet connectivity.
Notice of Extraordinary General Meeting of Shareholders, the Proxy Statement and the proxy card accompanying this letter will be first
mailed to our shareholders on or about January 21, 2025.
Extraordinary General Meeting is called for the following purposes:
| 1. | Proposal 1: To consider and approve by a special resolution the amendments to the Company's amended and restated memorandum and articles of association (adopted by special resolution of the Company dated February 14, 2024) currently in effect (the " Existing M&A ") to reflect amongst others, (A) the Share Consolidation (as defined below), provided that the closing bid price for our Ordinary Shares on the Nasdaq Capital Market is not equal to or more than $1.00 per Class A Ordinary Share for a minimum of ten consecutive business days before February 27, 2025, as per the requirements in the listing rules of the Nasdaq Capital Market (the " Listing Rules "), and (B) certain clean up changes (the "Amended and Restated Memorandum and Articles of Association"); and that the Amended and Restated Memorandum and Articles of Association be adopted as the Memorandum and Articles of Association of the Company, to the exclusion of the Existing M&A with effect from February 28, 2025. |
| In the event that the closing bid price for our Ordinary Shares on the Nasdaq Capital Market is not equal to or more than $1.00 per Class A Ordinary Share for a minimum of ten consecutive business days before February 27, 2025 as per the requirements in the Listing Rules, the Amended and Restated Memorandum and Articles of Association shall be in such form as annexed hereto in Annex B. For clarity, in the event that the closing bid price for our Ordinary Shares on the Nasdaq Capital Market is equal to or more than $1.00 per Class Ordinary Share for a minimum of ten consecutive business days before February 27, 2025 as per the requirements in the Listing Rules, the amendments with respect to the Share Consolidation shall not be adopted and the Amended and Restated Memorandum and Articles of Association shall be in such form as annexed hereto in Annex C instead. |
| The registered office provider of the Company shall be instructed to file the Amended and Restated Memorandum and Articles of Association with the Registrar of Companies in the Cayman Islands and to do and complete all other matters ancillary to such filing as may be necessary or desirable in order to give effect to amendment of the Memorandum and Articles of Association in the Cayman Islands. | |
| 2. | Proposal 2: To consider and approve by an ordinary resolution that: |
| (a) | the Company undertakes a share consolidation (the " Share Consolidation ") whereby (i) every eight (8) issued and unissued existing Class A Ordinary Shares of a par value of US$US$0.000004 each of the Company (the " Pre-Consolidation Class A Ordinary Shares ") shall be combined into one Class A Ordinary Share of the Company of a par value of US$0.000032 each (the " Post-Consolidation Class A Ordinary Shares "), with such Post-Consolidation Class A Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class A Ordinary Shares as set out in the Existing M&A and (ii) every eight (8) issued and unissued existing Class B Ordinary Shares of a par value of US$US$0.000004 each of the Company (the " Pre-Consolidation Class B Ordinary Shares ", together with the Pre-Consolidation Class A Ordinary Shares, the " Pre-Consolidation Ordinary Shares ") shall be combined into one Class B Ordinary Share of the Company of a par value of US$0.000032 each (the " Post-Consolidation Class B Ordinary Shares ", together with the Post-Consolidation Class A Ordinary Shares, the " Post-Consolidation Ordinary Shares "), with such Post-Consolidation Class B Ordinary Shares having the same rights and being subject to the same restrictions as the Pre-Consolidation Class B Ordinary Shares as set out in the Existing M&A, with such Share Consolidation to be effective from 28 February 2025, provided that the closing bid price for our Ordinary Shares on the Nasdaq Capital Market is not equal to or more than $1.00 per Class A Ordinary Share for a minimum of ten consecutive business days before February 27, 2025 as per the requirements in the Listing Rules; and | |
| (b) | immediately following the Share Consolidation, the authorized share capital of the Company will be US$50,000 divided into 781,250,000 Class A Ordinary Shares and 781,250,000 Class B Ordinary Shares, with par value of US$0.000032 each. | |
| (b) | all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will not be issued to the shareholders of the Company and the Company be authorized to round up any fractional shares resulting from the Share Consolidation such that each shareholder will be entitled to receive one Consolidated Share in lieu of any fractional share that would have resulted from the Share Consolidation | |
| ((a), (b) and (c) above the "Share Consolidation Proposal"). |
proxy statement providing information, and a form of proxy to vote, with respect to the foregoing matters accompany this notice. The
Board of Directors of the Company fixed the close of business on January 10, 2025 as the record date (the "Record Date")
for determining the shareholders entitled to receive notice of, to attend virtually and vote at the Meeting or at any adjournment thereof.
The register of members of the Company will not be closed. A list of the shareholders entitled to vote at the Extraordinary General Meeting
may be examined at the Company's offices during the 10-day period preceding the Extraordinary General Meeting.
of record of the Company's ordinary shares as of the Record Date are cordially invited to attend the Extraordinary General Meeting
virtually. Your vote is important. Whether or not you expect to attend the Extraordinary General Meeting, you are urged to complete,
sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than noon (Singapore
time) on the day of the Extraordinary General Meeting to ensure your representation at such meeting. Shareholders who execute proxies
retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote online at the Extraordinary General
Meeting. You may obtain directions to the meeting by calling our offices at +65 6222 5223. Shareholders may obtain a copy of these materials,
free of charge, by contacting the Chairman of the Board of Directors of the Company at Venture Drive, #07-06/07 Vision Exchange, Singapore
608526 ("Principal Executive Office").
| By Order of the Board of Directors, | |
| /s/ Siaw Tung Yeng | |
| Siaw Tung Yeng | |
| Co-Chief Executive Officer | |
| January 17, 2025 |
or not you expect to attend the Extraordinary General Meeting virtually, you are urged to complete, sign, date and return the accompanying
proxy form to ensure your representation at such meeting.
your shares are held in street name, your broker, bank, custodian or other nominee holder cannot vote your shares, unless you direct
the nominee holder how to vote by marking your proxy card.
| Page | |
| Proxy Statement | 1 |
| Questions and Answers about the Extraordinary General Meeting | 2 |
| Proposal 1: To Approve the Amended and Restated Memorandum and Articles of Association | 5 |
| Proposal 2: To Approve a Share Consolidation | 6 |
| Proxy Card | A-1 |
| Form of Amended and Restated Memorandum and Articles of Association of Mobile-health Network Solutions, provided that the closing price for our Ordinary Shares on the Nasdaq Capital Market is not equal to or more than $1.00 per Class A Ordinary Share for a minimum of ten consecutive business days before February 27, 2025, as per the requirements in the Listing Rules | B-1 |
| Form of Amended and Restated Memorandum and Articles of Association of Mobile-health Network Solutions if the closing bid price for our Ordinary Shares on the Nasdaq Capital Market is equal to or more than $1.00 per Class A Ordinary Share for a minimum of ten consecutive business days before February 27, 2025 as per the requirements in the Listing Rules | C-1 |
Venture Drive, #07-06/07 Vision Exchange
GENERAL MEETING OF SHAREHOLDERS
be held on February 3, 2025, at 10:30 p.m.] (Local Time)
(or any adjournment or postponement thereof)
Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" or the
"Board of Directors") of Mobile-health Network Solutions (the "Company," "we," "us,"
or "our") for the Extraordinary General Meeting of Shareholders on February 3, 2025, at 10:30 p.m. local time (i.e. 9:30
a.m. February 3, 2025 E.T.) and for any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of
Extraordinary General Meeting ("EGM") of Shareholders. The board of directors of the Company has determined to convene and
conduct the EGM in a virtual meeting format at: https://meeting.vstocktransfer.com/MOBILEHEALTHFEB25. Shareholders will NOT be able to
attend the EGM physically in person. This proxy statement includes instructions on how to access the virtual EGM and how to listen and
vote from home or any remote location with Internet connectivity. Any shareholder giving such a proxy has the power to revoke it at any
time before it is voted. Written notice of such revocation should be forwarded directly to the Chairman of the Board of Directors of
the Company, at the above stated address. Proxies may be solicited through the mails or direct communication with certain shareholders
or their representatives by Company officers, directors, or employees, who will receive no additional compensation therefor. You may
obtain directions to the meeting by calling our offices at +65 6222 5223.
the enclosed proxy is properly executed and returned, the shares represented thereby will be voted in accordance with the directions
thereon and otherwise in accordance with the judgment of the persons designated as proxies. Any proxy on which no direction is specified
will be voted in favor of the actions described in this Proxy Statement.
Company will bear the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy form, and
any additional material that may be furnished to shareholders. The date on which this Proxy Statement and the accompanying Proxy Form
will first be mailed or given to the Company's shareholders is on or about January 21, 2025.
have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including the notice of our
Extraordinary General Meeting, this Proxy Statement and a proxy card to Shareholders.
vote is important. Whether or not you expect to attend the Extraordinary General Meeting virtually, you are urged to complete, sign,
date and return the accompanying proxy form as promptly as possible to ensure your representation at such meeting. Shareholders who execute
proxies retain the right to revoke them at any time prior to the voting thereof, and may nevertheless vote online at the Extraordinary
General Meeting. If you hold your shares in street name and wish to vote your shares at the Extraordinary General Meeting, you should
contact your broker, bank, custodian or other nominee holder about getting a legal proxy appointing you to vote your shares.
AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING
following is information regarding the proxy material, Extraordinary General Meeting and voting is presented in a question and answer
| Q. | What is the purpose of this document? | |
| A. | This document serves as the Company's proxy statement, including a notice of the Extraordinary General Meeting (the "Extraordinary General Meeting") of Shareholders (the "Meeting Notice"), which is being provided to Company shareholders of record at the close of business on January 10, 2025 (the "Record Date") because the Company's Board of Directors is convening the Extraordinary General Meeting and soliciting shareholders' proxies to vote at the Extraordinary General Meeting on the item of business outlined in the Meeting Notice. | |
| Q. | Why am I receiving these materials? | |
| A. | We have sent you this proxy statement, including the Meeting Notice and the enclosed proxy card and form of the Amended and Restated Memorandum and Articles of Association because the Board of Directors of the Company is soliciting your proxy to vote at the Extraordinary General Meeting, including at any adjournments or postponements of the meeting. You are invited to attend the Extraordinary General Meeting to vote on the proposal described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card. When you sign the enclosed proxy card, you appoint the proxy holder as your representative at the meeting. The proxy holder will vote your shares as you have instructed in the proxy card, thereby ensuring that your shares will be voted whether or not you attend the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy card in advance of the meeting just in case your plans change. If you have signed and returned the proxy card and an issue comes up for a vote at the meeting that is not identified on the card, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment. The Company intends to mail this proxy statement and accompanying proxy card on or about January 21, 2025 to all shareholders entitled to vote at the Extraordinary General Meeting. |
| Q. | Who may vote and how many votes my I cast? | |
| A. | Only shareholders of record on the Record Date, January 10, 2025, will are entitled to attend virtually and vote at the EGM or at any adjournment thereof. As of Record Date, there were 22,816,212 Class A Ordinary Shares and 11,675,500 Class B Ordinary Shares outstanding and entitled to vote. Each Class A Ordinary Share is entitled to one vote on each matter and each Class B Ordinary Share is entitled to 10 votes on each matter. There are no preferred shares issued and outstanding. |
| Q. | How do I vote? | |
| A. | You may vote "For" or "Against" the proposals, or "Abstain" from voting on such proposals. The procedures for voting are outlined below: |
of Record: Shares Registered in Your Name
you are a shareholder of record, you may vote online at the Extraordinary General Meeting by proxy using the enclosed proxy card.
| to vote online, come to the Extraordinary General Meeting, please follow the instructions on the proxy card provided to you and use the control number on the proxy card as stated; or | ||
| to vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us by 11:59 p.m. ET before the day of the Extraordinary General Meeting, we will vote your shares as you direct. |
Owner: Shares Registered in the Name of a Broker, Bank, Custodian or Other Nominee Holder
you received this proxy statement from your broker, bank, custodian or other nominee holder, your broker, bank, custodian or other nominee
holder should have given you instructions for directing how that person or entity should vote your shares. It will then be your broker,
bank, custodian or other nominee holder's responsibility to vote your shares for you in the manner you direct. Please complete,
execute and return the proxy card in the envelope provided by your broker, bank, custodian or other nominee holder promptly.
the rules of various national and regional securities exchanges, brokers generally may vote on routine matters, such as the ratification
of the engagement of an independent public accounting firm, but may not vote on non-routine matters unless they have received voting
instructions from the person for whom they are holding shares. The proposals are non-routine matters and, consequently, your broker,
bank, custodian or other nominee holder will not have discretionary authority to vote your shares on these matters. If your broker, bank,
custodian or other nominee holder does not receive instructions from you on how to vote on this matter, your broker, bank, custodian
or other nominee holder will return the proxy card to us, indicating that he or she does not have the authority to vote on these matters.
This is generally referred to as a "broker non-vote" and may affect the outcome of the voting.
therefore encourage you to provide directions to your broker, bank, custodian or other nominee holder as to how you want your shares
voted on all matters to be brought before the Extraordinary General Meeting. You should do this by carefully following the instructions
your broker, bank, custodian or other nominee holder gives you concerning its procedures. This ensures that your shares will be voted
at the Extraordinary General Meeting.
are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote
your shares in person at the meeting unless you request and obtain a valid legal proxy from your broker, bank, custodian or other nominee
holder and send that document, along with a completed voting form indicating your vote, to vote@vstocktransfer.com.
| Q. | What if I change my mind after I vote via proxy? | |
| A. | If you hold your shares in your own name, you may revoke your proxy at any time before your shares are voted by: |
| mailing a later dated proxy prior to the Extraordinary General Meeting; | |||
| voting online at the Extraordinary General Meeting by following the instructions on the proxy card provided to you and using the control number on the proxy card as stated; or | |||
| providing written notice of revocation to the Chairman of the Board of Directors of the Company at: 2 Venture Drive, #07-06/07 Vision Exchange, Singapore 608526. |
you hold your shares in the name of your broker, bank, or other fiduciary, you will need to contact that person or entity to revoke your
| Q. | What does it mean if I receive more than one proxy card or voting instruction form? | |
| A. | It means that you have multiple accounts at our transfer agent or with brokers, banks, or other fiduciaries. Please complete and return all proxy cards and voting instruction forms to ensure that all of your shares are voted. |
| Q. | How many shares must be present to hold a valid meeting? | ||
| A. | For us to hold a valid Extraordinary General Meeting, we must have a quorum of the shareholders holding not less than one-third in nominal value of our total issued voting shares that are entitled to vote upon the business to be transacted. Proxies received but marked as abstentions and Broker Non-Votes will be treated as shares that are present and entitled to vote for purposes of determining a quorum. Your shares will be counted as present at the Extraordinary General Meeting if you: | ||
| properly submit a proxy card (even if you do not provide voting instructions); or | |||
| attend the Meeting and vote online. |
January 10, 2025, the Record Date, there were 22,816,212 Class A Ordinary Shares and 11,675,500 Class B Ordinary Shares outstanding.
Therefore, at least 11,497,238 (one third of the outstanding ordinary shares) shares need to be present virtually or by proxy at the