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Mobile-health Network Solutions - 2026年度报告及过渡报告

2026-04-09 美股财报 陈曦
报告封面

FORM 20-F(Amendment No. 1) An aggregate of 885,796 Class A ordinary shares, par value of US$0.00016 per share, as of June 30, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D 1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ EXPLANATORY NOTE We are filing this Amendment No. 1 (this “Amendment No. 1”) to our Annual Report on Form 20-F (the “Original Filing”) for the solepurpose of amending Item 18 of the Original Filing to amend the auditor’s opinion located on page F-2of this Amendment No. 1. Forclarity, the audited financial statements as of and for the fiscal years ended June 30, 2025, 2024, and 2023 included in this Amendment No. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 andSection 906 of the Sarbanes-Oxley Act of 2002 have been re-executed as of the date of, and are re-filed as part of, this Amendment No. 1 Other than expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend or restate any other informationcontained in the Original Filing nor does this Amendment No. 1 reflect any events that have occurred after the Original Filing was filed. EXPLANATORY NOTEPART IIIITEM 17.FINANCIAL STATEMENTS3ITEM 18.FINANCIAL STATEMENTS3ITEM 19.EXHIBITS42 Part III Item 17. FINANCIAL STATEMENTS We have elected to provide financial statements pursuant to Item 18. Item 18. FINANCIAL STATEMENTS The consolidated financial statements of Mobile-health Network Solutions, and its operating entities are included at the end of this annualreport. PageReport of Independent Registered Public Accounting Firm(PCAOB ID: 7095)F-2Report of Independent Registered Public Accounting Firm(PCAOB ID: 2485)F-3Financial Statements:Consolidated Balance Sheets as of June 30, 2025 and 2024F-4Consolidated Statements of Operations and Comprehensive Income for the Years Ended June 30, 2025, 2024 and 2023F-5Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended June 30, 2025, 2024 and 2023F-6Consolidated Statements of Cash Flows for the Years Ended June 30, 2025, 2024 and 2023F-7Notes to Consolidated Financial StatementsF-8 - F-34F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders ofMobile-Health Network Solutions Opinion on the Financial Statements We have audited the accompanying cons