As filed with the Securities and Exchange Commission on April 9, 2026

Registration No. 333-294125

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Mobile-health Network Solutions

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Cayman Islands

7372

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2 Venture Drive, #07-08 Vision Exchange

Singapore 608526

+65 6222 5223

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 212 947 7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

copies to:

Lawrence Venick, Esq.

David J. Levine, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

+1 212 407-4000

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

We are filing this Amendment No. 1 (this “Amendment No. 1”) to our registration statement on Form F-1 (the “Original Filing”) for the sole purpose of amending the auditor’s opinion located on page F-2 of this Amendment No. 1. For clarity, the audited financial statements as of and for the fiscal years ended June 30, 2025, 2024, and 2023 included in this Amendment No. 1 are unchanged from the audited financial statements included in the Original Filing.

Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other information contained in the Original Filing nor does this Amendment No. 1 reflect any events that have occurred after the Original Filing was filed.

MOBILE-HEALTH NETWORK SOLUTIONS

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 7095)	F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID: 2485)	F-3
Financial Statements:
Consolidated Balance Sheets as of June 30, 2025 and 2024	F-4
Consolidated Statements of Operations and Comprehensive Income for the Years Ended June 30, 2025, 2024 and 2023	F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2025, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended June 30, 2025, 2024 and 2023	F-7
Notes to Consolidated Financial Statements	F-8 - F-34

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Mobile-Health Network Solutions

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Mobile-Health Network Solutions and its subsidiaries (collectively, the “Company”) as of June 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income, changes in shareholders’ equity, and cash flows for the years ended June 30, 2025 and 2024 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ JWF Assurance PAC

We have served as the Company’s auditors since 2024.

JWF Assurance PAC Singapore PCAOB ID Number 7095

October 31, 2025

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Mobile-Health Network Solutions

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Mobile-Health Network Solutions and subsidiary (the “Company”) as of June 30, 2023, the related consolidated statements of operation and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2023 and 2022, and the related notes to the consolidated financial statements. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition – Determination of principal versus agent

As discussed in Notes 2 to the consolidated financial statements, revenue is recognized on a gross or net basis based on whether the Company acts as a principal by controlling the service provided to the consumer, or whether it acts as an agent by arranging for third parties to provide the service to the consumer. During the years ended June 30, 2023 and 2022, telemedicine service was resulted in deliveries revenue of $6 million from contractual agreements in which the Company is responsible for arranging telemedicine consultation service provided to patients by in-house doctors and/or external contractual doctors and the Company is therefore acting as a principal.

We identified the determination of principal versus agent for revenue recognition for the telemedicine service arrangements as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate whether the Company acted as either a principal or an agent with respect to whether the Company controls the promised service.

The primary procedures we performed to address this critical audit matter included:

Ø	Obtained understanding the legal requirements and operating environment of medical practice at Singapore.

Ø	Obtained and understood the service contracts between the Company, Manadr APP users (i.e. patients) and service provider (i.e. doctors) for telemedine advises subscribed and medical advises and medicine prescription provided;

Ø	Performed testing walkthroughs of sales and purchase transactions to confirm the working flow of the key business cycles;

Ø	Obtained revenue recognition memo including analysis of principal versus agent along with the management’s conclusion;

Ø	Assessed management’s determination of revenue recognition for the telemedicine service arrangements by analyzing whether the Company controls the promised service pursuant to the terms and conditions with Manadr APP users and service providers.

Ø	Leveraged the testing result of substantive testing to further verify the management’s conclusion.

We have served as the Company’s auditor since 2023.

Rowland Heights, California

October 27, 2023 except Note 14 and 15 on March 6, 2024

F-3

MOBILE-HEALTH NETWORK SOLUTIONS

CONSOLIDATED BALANCE SHEETS


	As of June 30,
	2025			2024
	US$			US$
ASSETS
Current assets
Cash and cash equivalents		1,034,103			6,707,695
Accounts receivable, net		108,999			111,066
Inventories, net		103,914			163,993
Other current assets		377,291			222,737
Amount due from related parties		159,424			83,563
Total current assets		1,783,731			7,289,054

Non-current assets
Property and equipment, net		138,421			216,047
Intangible assets, net		2,360,937			18,952
Operating leases right-of-use assets		164,861			370,607
Other assets		-			55,955
Total non-current assets		2,664,219			661,561

TOTAL ASSETS		4,447,950			7,950,615

LIABILITIES
Current liabilities
Accounts payable		870,849			1,671,201
Accruals and other payables		563,530			1,078,094
Amount due to officers		798			133,544
Amount due to related parties		86,186			35,367
Amount due to officers and related parties		86,186			35,367
Operating lease liabilities, current		168,948			240,090
Total current liabilities		1,690,311			3,158,296

Non-current liabilities
Amount due to officers		140,862			516,946
Operating lease liabilities		-			135,920
Total non-current liabilities		140,862			652,866

TOTAL LIABILITIES		1,831,173			3,811,162

COMMITMENTS AND CONTINGENCIES		-			-

SHAREHOLDERS’ EQUITY
Ordinary shares, Class A, US$0.00016 par value, 156,250,000 shares authorized, 749,022 shares issued and outstanding as of June 30, 2025; US$0.00016 par value, 156,250,000 shares authorized, 560,337 shares issued and outstanding as of June 30, 2024*		120			89
Ordinary shares, Class B, US$0.00016 par value, 156,250,000 shares authorized, 291,888 shares issued and outstanding as of June 30, 2025; US$0.00016 par value, 156,250,000 shares authorized, 301,956 shares issued and outstanding as of June 30, 2024*		47			49
Ordinary shares, value		47			49

Additional paid-in capital		30,164,959			28,466,888
Accumulated deficit		(28,139,599	)		(24,755,793	)
Accumulated other comprehensive income		591,250			428,220
Total shareholders’ equity		2,616,777			4,139,453
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		4,447,950			7,950,615

The accompanying notes are an integral part of these consolidated financial statements.

Retroactively restated to give effect to a share consolidation at a ratio of 1:8 ordinary shares effective on February 28, 2025. Retroactively restated to give effect to a share consolidation at a ratio of 1:5 ordinary shares effective on September 25, 2025.

F-4

MOBILE-HEALTH NETWORK SOLUTIONS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS


	For the years ended June 30,
	2025			2024			2023
	US$			US$			US$

Revenue		7,646,739			13,968,535			7,874,886
Cost		(6,366,621	)		(11,430,162	)		(6,779,892	)

Gross profit		1,280,118			2,538,373			1,094,994

Operating expenses:
Salaries and benefits (Note 13)		1,569,769			4,045,692			2,389,892
Depreciation and amortization		172,018			149,078			94,816
Selling, general and administrative		2,669,395			4,927,584			1,898,986
Share-based compensation		414,051			9,119,764			-
Total operating expenses		4,825,233			18,242,118			4,383,694

Other income:
Government incentives		30,751			-			27,892
Other income, net		130,558			81,759			47,448
Total other income, net		161,309			81,759			75,340

Loss before income tax expense		(3,383,806	)		(15,621,986	)		(3,213,360	)

Income tax credit		-			19,194			-
Net loss		(3,383,806	)		(15,602,792	)		(3,213,360	)

Other comprehensive income:
Foreign currency translation, net of income tax		163,030			139,230			396,262
Comprehensive loss		(3,220,776	)		(15,463,562	)		(2,817,098	)

Net loss per share* (Note 16)
Basic and diluted		(3.82	)		(18.09	)		(5.04	)

Weighted average number of ordinary shares*
Basic and diluted		885,796			862,293			637,050

The accompanying notes are an integral part of these consolidated financial statements.

F-5

MOBILE-HEALTH NETWORK SOLUTIONS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Ordinary shares, Class A

Ordinary shares, Class B

Additional

Accumulated other

Shares Outstanding*

Par value

Shares Outstanding*

Par value

paid-in capital

Accumulated losses

comprehensive (loss)income

Total

US$

Balance as of July 1, 2022

421,838

301,956

14,482,926

(

Amendment: SEC Form F-1/A filed by Mobile-health Network Solutions