Nano Mobile Healthcare, Inc. 8-K

What Happened Nano Mobile Healthcare, Inc. filed an 8-K reporting that on July 29, 2026 its control shareholder closed a sale of a 50,000,000-share block of Preferred stock to Mr. Cheng Chung Sing, and the company entered into a Share Exchange and Acquisition Agreement to acquire NEPTUNE ENGINEERING LIMITED (Neptune). Under the Merger Agreement, Neptune will become a 100% wholly owned operating subsidiary and Neptune shareholders will receive 20,000,000 post-restructuring shares of Nano Mobile Healthcare common stock in exchange for all 10,000 Neptune ordinary shares.

Key Details

• Date of filings and transactions: July 29, 2026 (Securities Purchase Agreement executed March 31, 2026 relates to the preferred-block sale).
• Control-block transfer: Opportunity Zones Capital LLC sold 50,000,000 Preferred shares to Mr. Cheng Chung Sing.
• Merger consideration: Neptune shareholders to receive 20,000,000 of Nano Mobile common shares; Nano will receive all 10,000 issued Neptune ordinary shares free of encumbrances.
• Board/officer changes (effective July 29, 2026): Cheng Chung Sing (Byron) — Director & Chairman; Cheng Chung Yu (Neptune (HK)) — Director & CEO; Angel Yik — Director, Secretary and CFO; Roy Watson to continue as President.
• Merger mechanics: Agreement includes customary representations, interim covenants (business conduct, regulatory approvals) and requires shareholder approval actions by Neptune.

Why It Matters This filing signals a change in control and management and a material corporate transaction: a planned acquisition that will bring Neptune into Nano Mobile Healthcare and exchange 20,000,000 common shares to Neptune shareholders. Investors should note potential impacts on governance (new chairman and CEO), on share count/dilution (20M new common shares issued), and that the Merger is subject to customary conditions such as regulatory approvals and shareholder votes. These developments may materially affect ownership, strategy and future financial reporting.