Akso Health Group 6-K, filed Feb 10, 2026
Akso Health Group (AHG)
About this 6-K
Akso Health Group filed this 6-K on February 10, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number:
(Translation of registrant’s name into English)
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,
No. 44, Moscow Road, Qianwan Bonded Port Area,
Qingdao Pilot Free Trade Zone, China (Shandong)
Tel: +86 152 1005 4919
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Interim Financial Statements
Akso Health Group is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company (the “Company”) on Form S-8 (Registration No. 333-223951) and on Form F-3, as amended (Registration No. No. 277351), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of September 30, 2025 and for the Six Months Ended September 30, 2025 and 2024 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended September 30, 2025 and 2024 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 10, 2026 | Akso Health Group | ||
| By: | /s/ Yilin (Linda) Wang | ||
| Name: | Yilin (Linda) Wang | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for shares)
| As of September 30, | As of March 31, | |||||||||
| Note | 2025 | 2025 | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Accounts receivable, net | 4 | |||||||||
| Prepayments and other assets | 5 | |||||||||
| Inventories | ||||||||||
| Loan receivables | 6 | |||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||||
| NON-CURRENT ASSETS | ||||||||||
| Advances for capital expenditures | 7 | |||||||||
| Property and equipment, net | 8 | |||||||||
| Intangible assets, net | 9 | |||||||||
| Right of use assets | ||||||||||
| Goodwill | 10 | |||||||||
| TOTAL NON-CURRENT ASSETS | $ | $ | ||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Accrued expenses and other current liabilities | 11 | |||||||||
| Contract liabilities | ||||||||||
| Taxes payable | 13 | |||||||||
| Operating lease liabilities-current | ||||||||||
| Amount due to related parties | 12 | |||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Operating lease liabilities-non-current | ||||||||||
| Deferred tax liabilities | ||||||||||
| TOTAL NON-CURRENT LIABILITIES | $ | $ | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||
| Class A ordinary share ( | 16 | |||||||||
| Class B ordinary share ($ | 16 | |||||||||
| Additional paid-in capital | ||||||||||
| Treasury stock ( | 17 | ( | ) | ( | ) | |||||
| Accumulated deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | $ | ||||||||
| Non-controlling interest | ||||||||||
| TOTAL EQUITY | $ | $ | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||||
See notes to the unaudited condensed consolidated financial statements
1
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
(Expressed in U.S. dollars, except for shares)
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| REVENUES | ||||||||
| Revenue | ||||||||
| Tax and surcharges | ( | ) | ( | ) | ||||
| Net Revenues | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross Profit | $ | $ | ||||||
| OPERATING EXPENSE | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | $ | $ | ||||||
| LOSS FROM OPERATIONS | $ | ( | ) | $ | ( | ) | ||
| OTHER INCOME (EXPENSE) | ||||||||
| Other income | ||||||||
| Other expense | ( | ) | ( | ) | ||||
| Exchange (loss) gain | ( | ) | ||||||
| Total Other (Expense) Income, net | $ | ( | ) | $ | ||||
| LOSS BEFORE INCOME TAXES | $ | ( | ) | $ | ( | ) | ||
| (BENEFIT) PROVISON FOR INCOME TAXES | ( | ) | ||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Less: net (loss) income attributable to non-controlling interest | ( | ) | ||||||
| NET LOSS ATTRIBUTABLE TO AKSO’S SHAREHOLDERS | ( | ) | ( | ) | ||||
| OTHER COMPREHENSIVE (LOSS) | ||||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Foreign currency translation adjustment | ||||||||
| COMPREHENSIVE (LOSS) | $ | ( | ) | $ | ( | ) | ||
| Less: comprehensive income (loss) attributable to non-controlling interest | ||||||||
| COMPREHENSIVE (LOSS) ATTRIBUTABLE TO AKSO’S SHAREHOLDERS | $ | ( | ) | $ | ( | ) | ||
| Net (loss) earnings per share | ||||||||
| Basic | ( | ) | ( | ) | ||||
| Diluted | ( | ) | ( | ) | ||||
| Weighted average shares | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See notes to the unaudited condensed consolidated financial statements
2
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in U.S. dollars, except share data)
| Class
A Ordinary Shares |
Class
B Ordinary Shares |
Additional | Treasury stock | Retained | Accumulated Other |
Non- | ||||||||||||||||||||||||||||||||||||||
| Number of | Number of | Paid-in | Number of | Earnings | Comprehensive | controlling | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Shares | Amount | (Deficit) | Income(loss) | interest | Total | ||||||||||||||||||||||||||||||||||
| April 1, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| Net (loss) income for the period | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
| Private placement | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | ( |
) | - | ||||||||||||||||||||||||||||||||||||||||
| Business acquisition | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency Translation adjustment | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||
| September 30, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| April 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||||||||||||
| Net (loss) income for the period | - | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||
| Exercise of warrants | - | ( |
) | - | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| September 30, 2025 | $ | $ | $ | - |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | |||||||||||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements
3
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars, except share data)
| For the Six Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| (Recovery of) provision for credit losses | ( | ) | ||||||
| Reduction in the carrying amount of right-of-use assets | ||||||||
| Deferred tax (benefit) expense | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepayments and other assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Contract liabilities | ( | ) | ||||||
| Taxes payable | ||||||||
| NET CASH USED IN OPERATING ACTIVITIES | $ | $ | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash paid in connection with acquisition | $ | ( | ) | |||||
| Acquisitions of property, equipment and software | ( | ) | ( | ) | ||||
| Advances for capital expenditures | ( | ) | — | |||||
| Cash loans to third parties | ( | ) | ||||||
| Cash received from loan repayments | ||||||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from private placement | $ | |||||||
| Loan from third parties | ||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | $ | $ | ||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | ||||||||
| NET (DECREASE) INCREASE IN CASH | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS - beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS - end of period | $ | $ | ||||||
See notes to the unaudited condensed consolidated financial statements
4
AKSO HEALTH GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – BUSINESS DESCRIPTION
Organization and description of business
Akso Health Group, formerly known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands on April 25, 2016. Akso Health Group (“Akso Health” or the “Company”), its subsidiaries, and consolidated variable interest entities (“VIEs”) (collectively the “Company”), previously operated an online Peer to Peer (“P2P”) marketplace business and micro-lending business in the People’s Republic of China (the “PRC”). Since May 2019, the Company has ceased to issue new loans through its micro-lending business and since October 2019, the Company has ceased to conduct its P2P business. On December 30, 2020, the Company completed the disposition transaction of its P2P business.
In May 2020, the Company launched its social
e-commerce platform to offer high-quality and affordable branded products through collaboration with online and offline merchants.
In addition, the Company is in the process of developing a new business as a cancer therapy and radiotherapy oncology service
provider with operations in the U.S. The Company plans to open 2 vaccine research centers and 100 radiation oncology centers to be
located on the east coast serving cancer patients in need of varying stages of treatment, including specialized radiation therapy
centers for radiotherapy (RT), personalized consultation, conventional treatment planning, and other cancer related treatment
services. On December 3, 2021, the shareholders approved the Company’s plan to change its name to “Akso Health
Group”. In January 2022, three centers were established in US and the Company started its business of sales of medical devices
in US market. In April 2022, the Company started its sales of medical devices in China market through its subsidiary Qingdao Akso
Health Management Co., Ltd. In May 2023, the Company disposed its social E-commerce business and would focus on healthcare business
in the future. On April 15, 2024, the Company, through its wholly owned subsidiary Tianjin Akso Enterprise Management Co., Ltd.
acquired
As of September 30, 2025, the Company’s principal subsidiaries are as follows:
| Date of incorporation / acquisition | Place of incorporation | Percentage of legal ownership | Principal activities | |||||||
| Wholly owned subsidiaries | ||||||||||
| We Health Limited (“We Health”) | % | |||||||||
| Akso Medical Cloud Limited (“Akso Medical Cloud”) | % | |||||||||
| We Healthy Limited (“We Healthy”) | % | |||||||||
| Akso Medi-care Limited (“Akso Medi-care”) | % | |||||||||
| Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”) | % | |||||||||
| Akso Online MediTech Co., Ltd. (“Akso Online MediTech”) | % | |||||||||
| Akso First Health Treatment Center Inc. (“Akso First Health”) | % | |||||||||
| Tianjin Akso Enterprise Management Co., Limited. (Wholly Owned Foreign Enterprise,“WOFE”, “Tianjin Akso”) | % | |||||||||
| Qindao Akso Health Management Co., Limited (“Qingdao Akso”) | % | |||||||||
| Tianjin Wangyi Cloud Technology Co., Ltd. | % | |||||||||
| Tianjin Deyihui Internet Hospital Co., Ltd. (“Deyihui Hospital”) | % | |||||||||
| Deyihui (Tianjin) Comprehensive Outpatient Department Co., Ltd (formerly known as Tianjin Deyihui Clinic Co., Ltd. (“Deyihui Tianjin”) | % | |||||||||
5
NOTE 2 - GOING CONCERN
The accompanying unaudited condensed consolidated
financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. As indicated therein, the Company had cash and cash equivalents
of approximately $
Management believes that the Company’s capital resources are currently sufficient to maintain its business operations and meet its working capital requirements for at least the next twelve months. This belief is based on an evaluation of its available cash balance, projected operational needs, and the committed financial support available from its controlling shareholder.
The unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. Certain prior year balances in the unaudited condensed consolidated statements of operations and comprehensive (loss) and cash flows have been reclassified to the current year’s presentation.
Basis of consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, and entities controlled by the Company and its subsidiaries for which the Company is the primary beneficiary.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting powers; or has the power to appoint or remove the majority of the members of the board of directors; or to cast a majority of votes at the meeting of directors; or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Uses of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable, impairment on long-term investments, impairment on intangible assets, valuation allowance for deferred tax assets and allowance for loans receivable and other receivable.
6
Fair value of financial instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.
The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3 - Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the years ended March 31, 2025, 2024 and 2023.
The Company’s long-term investments consist of equity securities and available-for-sale investments. For long-term investments without readily determinable fair value, the Company is not able to estimate fair value, hence, the Company uses the cost minus impairment method as alternative.
Revenue recognition
In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social e-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces, which was discontinued in fiscal year 2023 and disposed in May 2023. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. The Company presents value added taxes (“VAT”) as a reduction of revenues.
7
Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
| ● | Sales of medical devices |
Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.
Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business
| ● | Marketing promotion service |
Since April 2024, through its subsidiary Tianjin Wangyi Cloud Technology Co., Ltd, the Company engaged in providing marketing promotion service to insurance broker agencies. The main source of revenue is marketing promotion service fee directly from the insurance broker agencies. The service fee rate paid by the insurance broker agencies shall be based on the terms specified in the service contract with the insurance broker agencies. The Company determines that the insurance broker agencies are its customer in these agreements. Marketing promotion service revenue for the commission earned is recognized at a point in time when the Company has fulfilled its performance obligation. This occurs when the signed insurance policy is in place and the premium is collected by the insurance carriers from the insured.
| ● | Disaggregation of revenue |
| For Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Revenue from sales of medical devices | $ | $ | ||||||
| Revenue from marketing promotion service | ||||||||
| Total revenues | ||||||||
| Tax and surcharges | ( | ) | ( | ) | ||||
| Net Revenues | $ | $ | ||||||
Cash and cash equivalents
Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.
8
Accounts receivable and allowance for credit losses
Accounts receivable are mainly receivables from
sales of medical devices business and marketing promotion service business, which are stated at the historical carrying amount net of
allowance for credit losses. The Company establishes an allowance for credit losses receivable based on estimates, historical experience
and other factors surrounding the credit risk of specific customers. Uncollectible accounts receivables are written off when a settlement
is reached for an amount that is less than the outstanding historical balance or when the Company has determined that is not probable
for the balance to be collected. Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses
on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that
it believes will be collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness
and financial conditions of the customers and industry trend as credit quality indicators to monitor the Company’s receivables within
the scope of expected credit losses model and use these as a basis to develop the Company’s expected loss estimates. The Company
adjusts the allowance percentage periodically when there are significant differences between estimated bad debts and actual bad debts.
If there is strong evidence indicating that the accounts receivable is likely to be unrecoverable, the Company also makes a specific allowance
in the period in which a loss is determined to be probable. Accounts receivable balances are written off after all collection efforts
have been exhausted. As of September 30, 2025 and March 31, 2025, the allowance for credit losses was US$
Inventories
Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2025 and March 31, 2025, the Company determined that no allowance was necessary.
Property and equipment, net
Property and equipment are stated at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives:
| Category | Useful life | |
| Office equipment |
The Company eliminates the cost and related accumulated depreciation and amortization of assets sold or otherwise retired from the accounts and includes any gains or losses from disposal of property, equipment, and software in other income. The Company charges maintenance, repairs, and minor renewals directly to expense as incurred; major additions and betterments to equipment are capitalized.
9
Intangible assets, net
The Company’s intangible assets with definite
useful lives primarily are purchased software, patents and internet hospital license. Purchased intangible assets are initially recognized
and measured at cost upon acquisition.
| Estimated | ||
| useful | ||
| Category | lives | |
| Software | ||
| Patent | ||
| License |
Impairment of long-lived assets
The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. For the six months ended September 30, 2025 and 2024, the amount of impairment loss the Company recognized were US$ and US$ , respectively.
Advertising and promotion expenses
The Company recognizes its advertising and promotion expenses as sales and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well as on internet websites and search engines. Advertising and promotion costs are expensed as incurred. For the six months ended September 30, 2025 and 2024, the advertising and promotion expenses were US$ and US$ , respectively.
Employee benefit
Full time employees of the Company in the PRC
participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing
fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries of the Company
make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum
amount specified by the local government. The Company has no legal obligation for the benefits beyond the contributions made. The total
amounts for such employee benefit expenses recorded in operating expenses, which were expensed as incurred, were approximately US$
Lease
Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s unaudited condensed consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2025.
ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.
10
For operating lease with a term of
Contract liabilities
Contract liabilities are presented as advances from customers in the unaudited condensed consolidated balance sheets, which primarily represent the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration in advance. The consideration received remains a contract liability until goods or services have been provided to the customers. Due to the generally short-term duration of the relevant contracts, the obligations are satisfied within one year.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired in a business combination. Goodwill is not amortized but is tested for impairment on an annual basis or more frequently if events or changes in circumstances indicate that it might be impaired.
The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. If the Company decides, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. The quantitative impairment test consists of a comparison of the fair value of each reporting unit with its carrying amount. Fair value is estimated by the Company using the income approach which is based on the present value of the estimated future cash flows that the reporting unit is expected to generate over its remaining life. Cash flow projections were based on the Company’s estimates of revenue growth rates, profitability, and the discount rate. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss equal to the difference will be recorded. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit. There is reporting unit in the Company and no impairment loss of goodwill was recognized for the six months ended September 30, 2025.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 14).
11
Treasury stock
Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2025 and 2024, the Company provided a full valuation allowance on the net deferred tax assets.
The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2025 and March 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.
Noncontrolling interests
Noncontrolling interest consists of
12
As of September 30, 2025 and March 31, 2025, noncontrolling interest consist of the following:
| As of | ||||||||
| September 30 | March 31 | |||||||
| 2025 | 2025 | |||||||
| We Healthy | $ | $ | ||||||
Earnings (loss) per share
The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Foreign currency translation
The functional currency of the Company is United States Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency, the United States Dollar (“USD”). Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.
Spot exchange rates and average exchange rates were used in the translation of the unaudited condensed consolidated financial statements.
| For the | ||||||||
| Six Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| US Exchange Rate | ||||||||
| Period-end RMB | ||||||||
| Period average RMB | ||||||||
Significant risks and uncertainties
Foreign currency risk
RMB is not a freely convertible currency. The
State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into
foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political
developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash equivalents
denominated in RMB amounted to US$
13
Concentration of credit risk
Financial instruments that potentially expose
the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash equivalents, accounts
receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2025, substantially all of the Company’s
cash and cash equivalents were held by major financial institutions located worldwide, including mainland China mainland, Hong Kong and
Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper
limit of RMB
Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.
Customer concentration risk
For the six months ended September 30, 2025, four
customers accounted for
As
of September 30, 2025, three customers accounted for
Vendor concentration risk
For the six months ended September 30, 2025, one
vendor accounted for
There was no vendor of the Company that accounted for greater than 10% of the Company’s carrying amount of accounts payable as of September 30,2025 and March 31, 2025, respectively.
Segment reporting
In accordance with ASC 280, Segment Reporting,
operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources
and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The
management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making
operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company operates
as a reportable segment as defined by ASC 280, with the Chief Operating Decision Maker (CODM), identified as the Chief Executive
Officer, reviewing consolidated results for the purpose of allocating resources and assessing performance. For the six months ended September
30, 2025 and 2024, the operating expenses related to the reporting operation were US$
14
Recently adopted accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures. This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
The Company is reviewing the impact of these accounting pronouncements but does not currently expect the adoption of these standards to have a material impact on its consolidated financial statement.
Note 4 – ACCOUNTS RECEIVABLE, NET
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The following table represent the movement of the allowance for credit losses:
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Balance at the beginning of the period | $ | $ | ||||||
| (Recovery of) additions charged to credit losses | ( | ) | ||||||
| Balance at the end of the period | $ | $ | ||||||
Note 5 – PREPAYMENTS AND OTHER ASSETS, NET
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Prepayments to suppliers and others | $ | $ | ||||||
| Less: allowance | ( | ) | ( | ) | ||||
| Prepayments and other assets, net | $ | $ | ||||||
Note 6 – LOAN RECEIVABLES
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Loan receivables | $ | $ | ||||||
| Less: allowance for uncollectible loan receivables | ||||||||
| Loan receivables, net | $ | $ | ||||||
15
As of September 30, 2025, the balance of loan
receivable represents loans issued to one third party through the Company’s subsidiary. The loan term was one year with an annual
interest of
NOTE 7 – ADVANCES FOR CAPITAL EXPENDITURES
During the six months ended September 30, 2025, as part and partial of planned operation, the Company made strategic advance payments for the development of systemic functional modules critical to its Internet Hospital business. These payments, which are classified as advances for capital expenditures on the unaudited condensed consolidated balance sheet, were made in accordance with the terms of the underlying agreements to secure priority development and favorable commercial terms. As of September 30, 2025 and the date of this report, the development process of all functional modules was conducted on schedule and expected to be delivered to the Company around September 2026.
NOTE 8 – PROPERTY AND EQUIPMENT, NET
As of September 30, 2025 and March 31, 2025, property and equipment, net consist of the following:
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Office equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
For the six months ended September 30, 2025 and
2024, the depreciation amount was US$
NOTE 9 – INTANGILBE ASSETS, NET
As of September 30, 2025 and March 31, 2025, intangible assets, net consist of the following:
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Software | $ | $ | ||||||
| Patent | ||||||||
| License | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Less: impairment | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||
For the six months ended September 30, 2025 and
2024, the amount of amortization was US$
During the six months ended September 30, 2025, the
Company wrote off fully impaired patents with a gross carrying amount of $
No impairment loss of intangible assets was recognized for the six months ended September 30, 2025 and 2024, respectively.
The following table represent the movement of impairment:
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Balance at the beginning of the period | $ | $ | ||||||
| Addition in the period | ||||||||
| Foreign currency translation adjustments | ||||||||
| Balance at the end of the period | $ | $ | ||||||
16
NOTE 10 – GOODWILL
The following table sets forth the movement of goodwill:
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Balance at the beginning of the period | $ | $ | ||||||
| Addition | ||||||||
| Goodwill allowance | ( | ) | ||||||
| Translation adjustment | ||||||||
| Balance at the end of the period | $ | $ | ||||||
NOTE 11 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
As of September 30, 2025 and March 31, 2025, accrued expenses and other current liabilities consist of the following:
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Accrued payroll and benefits | $ | $ | ||||||
| Professional fees, other payable and accrued expenses | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
Note 12 – RELATED PARTY BALANCES AND TRANSACTIONS
As of September 30, 2025 and March 31, 2025, amount
due to related party represent a loan of US$
Note 13 – TAXES PAYABLE
| As of | As of | |||||||
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| Income taxes payable | $ | $ | ||||||
| Other taxes (recovery) payable | ( | ) | ( | ) | ||||
| Taxes payable | $ | $ | ||||||
Note 14 – INCOME TAXES
Cayman Islands
Akso Health was incorporated in the Cayman Islands and is not subject to income taxes or capital gain under current laws of Cayman Islands.
17
Hong Kong
We Healthy Limited and Akso Medi-care Limited are investment holding companies registered in Hong Kong and exempted from income tax on its foreign-derived income.
United States
The Company’s subsidiaries established in
the U.S. are incorporated in the U.S. and is subject to both federal and state income taxes for its business operation in the U.S. The
applicable tax rate is
PRC
The Company’s subsidiaries established in
the PRC are subject to the PRC statutory income tax rate of
For the six months ended September 30, 2025 and 2024, income tax consists of the following:
| For the Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Current | $ | $ | ||||||
| Deferred | ( | ) | ||||||
| Total | $ | ( | ) | $ | ||||
Note 15 – EARNINGS (LOSS) PER SHARE (“EPS” or “LPS”)
Basic EPS or LPS is the amount of net earnings
available to each share of ordinary shares outstanding during the reporting period. Diluted EPS is the amount of net earnings available
to each share of ordinary shares outstanding during the reporting period adjusted to include the effect of potentially dilutive ordinary
shares.
| For the Six Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net loss attributable to Akso Health Group’s shareholders | $ | ( | ) | $ | ( | ) | ||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding-basic | ||||||||
| Weighted average number of dilutive potential ordinary shares from share options | ||||||||
| Weighted average number of ordinary shares outstanding-diluted | ||||||||
| Basic loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
| Diluted loss earnings per ordinary share | $ | ( | ) | $ | ( | ) | ||
18
Note 16 – SHAREHOLDERS’ EQUITY
As of September 30, 2025, the Company’s
issued and outstanding Class A ordinary shares, par value US$
As
of September 30, 2025 and March 31, 2025, the Company’s issued and
outstanding Class B ordinary shares, par value US$
Private Placement
On
August 9, 2021, the Company entered into a certain securities purchase agreement (the “SPA”)
with certain “non-U.S. Persons” pursuant
to which the Company agreed to sell an aggregate of
The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $
On
October 2, 2023, the Company entered into a certain securities purchase agreement (the “SPA”)
with certain “non-U.S. Persons” pursuant
to which the Company agreed to sell an aggregate of
The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $
On
November 16, 2023, the Company entered into a certain securities purchase agreement (the “SPA”)
with certain “non-U.S. Persons” pursuant
to which the Company agreed to sell an aggregate of
19
The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $
On
January 17, 2024, the Company entered into a certain securities purchase agreement (the “SPA”)
with certain “non-U.S. Persons” pursuant
to which the Company agreed to sell an aggregate of
The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $
On
March 5, 2024, the Company entered into a certain securities purchase agreement (the “SPA”)
with certain non-affiliated institutional investors (the “Purchasers”)
pursuant to which the Company agreed to sell an aggregate of
The warrants are exercisable immediately as of
the date of issuance at an exercise price of $
On
October 24, 2024, the Company entered into certain securities purchase agreement (the “SPA”)
with certain “non-U.S. Persons” (the
“Purchasers”)
as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to which the Company agreed to sell up to an aggregate
of
20
The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $
Warrants
As the warrants contained in the placement above are indexed to the Company’s ordinary share (and otherwise meet the requirements to be classified in equity), the Company recorded the consideration received from the issuance of the Warrants as additional paid-in capital on the Company’s consolidated balance. The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815-40. The Company’s management has examined the warrants and determined that these warrants qualify for equity treatment in the Company’s financial statements.
The warrants contained in the private placements
above shall expire
As of September 30, 2025, the Company had
Following is a summary of the status of warrants outstanding and exercisable as of September 30, 2025 and March 31, 2025:
| August 9, 2021 warrants | March 5, 2024 warrants | November 4, 2024 warrant | Total | |||||||||||||
| March 31, 2025 | ||||||||||||||||
| Issued | ||||||||||||||||
| Exercise | ( | ) | ( | ) | ( | ) | ||||||||||
| Expired | ||||||||||||||||
| September 30, 2025 | ||||||||||||||||
Note 17 – TREASURY STOCK
On December 10, 2018, the Company announced that
its board of directors authorized a share repurchase program under which the Company may repurchase up to US$
Note 18 – COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Company entered into several lease for office space located in
Tianjin with terms ended September 2027. As of September 30, 2025 and March 31, 2025, the Company’s lease liabilities was US$
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. As of September 30, 2025 and March 31, 2025, no such contingent liabilities are assessed as probable.
Note 19 – SUBSEQUENT EVENTS
The Company evaluated the subsequent event through the date of this report, and concluded that there are no material reportable subsequent events need to be disclosed.
21
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.
The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
A. Operating Results
Overview
Our Business
Historically, we generated revenues primarily from our loan facilitation services, post-origination services, and other related services. On December 30, 2020, we completed the disposal of P2P Business, which historically operated our loan facilitation services, post-origination services, and other related services.
Since August 2017, the Company started its microlending business and lent funds to borrowers up to their approved credit through its consolidated VIE, and since May 2019, the Company has ceased to issue new loans. Interest income was recognized based on the contractual interest rates of the loan. As of March 31, 2022, the outstanding balance of loan receivable, net of allowance was nil.
We launched our social e-commerce platform in May 2020 as a new business line for business transition, and we had developed and invested in our social e-commerce platform to take advantage of China’s fast-growing e-commerce industry. Our social e-commerce platform offered high-quality and affordable products to consumers in China. We cooperated with major domestic e-commerce platforms and services marketplaces to select and source goods and services, and rewarded users with a small commission for every purchase, share or recommendation of a product made to friends. In May 2023, to fully utilize the Company’s existing funds and resources and maximize the shareholders’ interest, the Company completed the disposition of its social e-commerce business. The Company has since then focused on exploring other area of healthcare sector other than the medical devices and supplies.
On January 4, 2022, we incorporated Akso Online Meditech in the State of Wyoming and have begun the sale of COVID-19 Rapid Antigen test kits through Akso Online Meditech as of the date of this report. Akso Online Meditech has entered into a supply agreement to purchase “iHealth” branded COVID-19 Rapid Antigen test kits from its supplier and sells these test kits to distributers in the United States.
On January 26, 2022, we incorporated Qingdao Akso in Shandong Province, China and have begun the sales of medical devices through Qingdao Akso since April 2022. Qingdao Akso has entered into supply agreements to purchase medical devices such as defibrillators, anesthesia laryngoscope from its supplier and sells these devices to distributers or end-users in China.
We also advance our presence in online hospital and chain pharmacies segments in China. In December 2024, we completed the acquisition of Tianjin Wangyi Cloud Co., Ltd. and its wholly owned subsidiaries, Tianjin Deyihui Online Hospital Co., Limited and Tianjin Deyihui Clinic Co., Limited (collectively “Deyihui Group”), strengthening our foothold in internet healthcare. We continue to evaluate potential acquisitions of online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. Typically, the online hospitals are closely connected with and supported by traditional hospitals and outpatient clinics, and their main sources of revenue are from fees charged to patients for both online and offline consultations and the marketing and sales of a variety of health products including medicine, medical equipment and supplements. Future acquisitions of internet hospitals/clinics will be pursued at judicious timing based on real-time policy and market dynamics, reflecting our disciplined approach to capital allocation and investor accountability.
In addition to our plan to acquire online hospital(s), we believe that traditional independent pharmacies in China currently face serious competition and bottlenecks in sales growth, which is why we also plan to acquire multiple independent pharmacies nationwide throughout China subject to favorable market and regulatory conditions, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. We plan to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for our pharmacies, thereby enhancing our competitiveness and overcoming the current difficulties in the industry.
On March 5, 2024, Tianjin Akso Enterprise Management Co., Ltd., our PRC subsidiary, entered into certain securities purchase agreements with four shareholders of Tianjin Wangyi Cloud Co., Ltd. and acquired 50% of the equity interests of Tianjin Wangyi Cloud Co., Ltd. The transaction closed on April 15, 2024. Tianjin Wangyi Cloud Co., Ltd. engages in the business of providing online hospital services including health consultancy services and online sales of medicines and health products through its two wholly owned PRC subsidiaries, Tian Jin Deyihui Online Hospital Co., Ltd. and Tian Jin Deyihui Clinic Co., Ltd. Being optimistic about the development prospects and synergies of combination for online and offline medical resources , the Company acquiring the remaining 50% equity interest of Tianjin Wangyi Cloud and its two wholly owned subsidiaries from the minority shareholders and started to conduct marketing promotion services in car insurance industry. The acquisition closed on December 10, 2024 upon the settlement of consideration. Tianjin Wangyi Cloud Co., Ltd. also engages in the provision of marketing promotion services business through its subsidiaries.
2
Our net revenues were US$7.0 million and US$6.9 million for the six months ended September 30, 2025 and 2024, respectively. We had net losses of US$1.3 million and net losses of US$0.5 million for the six months ended September 30, 2025 and 2024, respectively.
Key Components of Results of Operations
Revenues
Revenues are from the provision of marketing promotion services, and sale of medical devices business. The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented:
| For Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | ||||||||
| Revenue from sales of medical devices | $ | — | $ | 415,020 | ||||
| Revenue from marketing promotion service | 7,000,138 | 6,520,930 | ||||||
| Total revenues | 7,000,138 | 6,935,950 | ||||||
| Tax and surcharges | (1,492 | ) | (1,759 | ) | ||||
| Net Revenues | $ | 6,998,646 | $ | 6,934,191 | ||||
Revenue from sale of medical devices
Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in U.S. market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.
Since April 2022, through its subsidiary Qingdao Akso, the Company engaged in the sale of medical devices such as defibrillators and anesthesia laryngoscope in market of China. Qingdao Akso purchases those medical devices in quantity and distributes products to medical products dealers and ender-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business.
3
Revenue from marketing promotion service
Since April 2024, through its subsidiary Tianjin Wangyi Cloud Technology Co., Ltd, the Company engaged in providing marketing promotion service to insurance broker agencies. The main source of revenue is marketing promotion service fee directly from the insurance broker agencies. The service fee rate paid by the insurance broker agencies shall be based on the terms specified in the service contract with the insurance broker agencies. The Company determines that the insurance broker agencies are its customer in these agreements. Marketing promotion service revenue for the commission earned is recognized at a point in time when the Company has fulfilled its performance obligation. This occurs when the signed insurance policy is in place and the premium is collected by the insurance carriers from the insured.
Cost of goods sold
Cost of revenue mainly consisted of purchase price for medical devices the Company sold such as defibrillators and anesthesia laryngoscope and including service fee incurred for the Company’s marketing promotion service business.
Operating expenses
Operating expenses primarily consist of sales and marketing expenses, general and administrative expenses. The following table sets forth a breakdown of our operating costs and expenses for the periods indicated:
| For Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| General and administrative expenses | $ | 2,060,166 | $ | 733,457 | ||||
| Total operating expenses | $ | 2,060,166 | $ | 733,457 | ||||
General and administrative expenses
General and administrative expenses consist primarily of salaries and benefits related to our management, professional service fees, depreciation and amortization expenses; provisions made for uncollected receivables.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
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ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company does not believe that there was any uncertain tax position at September 30, 2025 and March 31, 2025.
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| NET REVENUES | $ | 6,998,646 | $ | 6,934,191 | ||||
| Cost of revenue | 6,375,799 | 6,741,448 | ||||||
| Gross Profit | $ | 622,847 | $ | 192,743 | ||||
| OPERATING EXPENSE | ||||||||
| General and administrative | 2,060,166 | 733,457 | ||||||
| Total operating costs and expenses | $ | 2,060,166 | $ | 733,457 | ||||
| LOSS FROM OPERATIONS | $ | (1,437,319 | ) | $ | (540,714 | ) | ||
| Total other (expenses) Income, net | $ | (2,648 | ) | $ | 26,791 | |||
| LOSS BEFORE INCOME TAXES | $ | (1,439,967 | ) | $ | (513,923 | ) | ||
| (BENEFIT) PROVISON FOR INCOME TAXES | (138,989 | ) | 38,907 | |||||
| NET LOSS | (1,300,978 | ) | (552,830 | ) | ||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and March 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our net revenue This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 6-K. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
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The following table sets forth our revenues breakdown for the periods indicated:
| For Six Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue (1) | ||||||||
| Revenue from sales of medical devices | $ | — | $ | 415,020 | ||||
| Revenue from marketing promotion service | 7,000,138 | 6,520,930 | ||||||
| Total revenues | 7,000,138 | 6,935,950 | ||||||
| Tax and surcharges | (1,492 | ) | (1,759 | ) | ||||
| Net Revenues | $ | 6,998,646 | $ | 6,934,191 | ||||
| (1) | Represents amounts net of VAT. |
Six Months Ended September 30, 2025 Compared to Six Months Ended September 30, 2024
Net revenues Net revenues generated for the six months ended September 30, 2025 was approximately US$7.0 million, representing an increase of 0.9% from approximately US$6.9 million for the six months ended September 30, 2024.
Revenue from sale of medical devices Revenue from medical devices for the six months ended September 30, 2025 was nil, decrease from approximately US$0.4 million for the six months ended September 30, 2024, the decrease was primarily due to decrease of market demand and ongoing market competition
Revenue from marketing promotion service Revenue from marketing promotion service in the six months ended September 30, 2025 was approximately US$7.0 million, increase from US$6.5 million for the six months ended September 30, 2024, the Company started its marketing promotion service business since April 2024, and the increase was primarily due to the growth of the scale of China’s automobile industry and the increase in demand for automobile insurance
Cost of revenue Cost of revenue for the six months ended September 30, 2025 were approximately US$6.4 million, representing a decrease of 5.4% from approximately US$6.7 million for the six months ended September 30, 2024. The decrease of cost was primarily due to the decrease of revenue from sales of medical devices.
Costs of medical devices Costs of revenue for sales of medical devices business for the six months ended September 30, 2025 was nil, compared to US$0.4 million for the six months ended September 30, 2024, which was primarily the purchase price of goods sold. The decrease of costs related to medical devices business was in line with the decrease of revenue from sale of medical devices.
Costs of marketing promotion service Cost of revenue for marketing promotion service for the six months ended September 30, 2025 was approximately US$6.4 million, decrease from US$6.5 million for the six months ended September 30, 2024. The Company started its marketing promotion service business since April 2024 and the decrease of costs was mainly due to the Company’s increasingly bargaining power over its suppliers with its business volume expansion.
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Gross profit Gross profit for the six months ended September 30, 2025 was US$0.6 million, compared with gross profit of US$0.2 million for the six months ended September 30, 2024. The changes was mainly due to increase of gross profit from marketing promotion business.
Gross profit for Sales of medical devices The gross profit from sales of medical devices business was nil for the six months ended September 30, 2025, compared with that of US$0.1 million in the six months ended September 30, 2024. The decrease was mainly due to decrease of revenue from sales of medical devices affecting by decrease of market demand.
Gross profit for Marketing promotion service business The gross profit from marketing promotion service business was US$0.6 million for the six months ended September 30, 2025, compared with US$0.2 million in the six months ended September 30, 2024. The Company started the marketing promotion service business in fiscal year 2025, and the increase of gross profit was mainly due to the Company’s increasingly bargaining power over its suppliers, driving down cost of marketing promotion services.
Gross margin The gross margin was 8.9% in the six months ended September 30, 2025, compared with positive 2.8% in the six months ended September 30, 2024. The changes was mainly due to the growth in the share of marketing revenue in total revenue.
Gross margin for Sales of medical devices The gross margin from sales of medical devices business was nil for the six months ended September 30, 2025, compared with that of 2.9% in the six months ended September 30, 2024. The decrease was mainly due to decrease of revenue from sale of medical devices in the six months ended September 30, 2025 compared with six months ended September 30, 2024.
Gross margin for Marketing promotion service business The gross margin from marketing promotion service business was 8.9% for the six months ended September 30, 2025, compared with 2.8% in the six months ended September 30, 2024. The Company started the marketing promotion service business in fiscal year 2025, and the increase in gross margin was mainly due to the Company’s increasingly bargaining power over its suppliers, driving down cost of marketing promotion services.
Operating expenses Total operating costs and expenses for the six months ended September 30, 2025 were approximately US$2.1 million, representing an increase of 180.9% from approximately US$0.7 million for the six months ended September 30, 2024. The increase was primarily due to a decrease of 180.9% or approximately US$1.3 million in general and administrative expenses.
General and administrative expenses General and administrative expenses for the six months ended September 30, 2025 was approximately US$2.1 million, an increase of 180.9%, or US$1.3 million, from approximately US$0.7 million for the six months ended September 30, 2024. The increase was primarily attributable to i) an increase of approximately US$1.1 million amortization, and ii) an increase of approximately US$0.2 million professional service fees.
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Total other (expenses) income, net Our total other expenses, net was US$2,648 for the six months ended September 30, 2025, compared with total other income, net of US$38,907 in the six months ended September 30, 2024, the changes was primarily attributable to increase of bank charges and decrease of interest income.
(Benefit) provision for income tax The income tax benefit was approximately US$0.1 million in the six months ended September 30, 2025, compared to income tax expense of approximately US$ 38,907 for the six months ended September 30, 2024. The income tax benefit generated from intangible assets recognized in the business acquisition.
Net loss As a result of the above factors, we had net loss of US$1.3 million for the six months ended September 30, 2025, compared to net loss of US$0.6 million for the six months ended September 30, 2024.
Changes in Financial Position
As of September 30, 2025, our cash and cash equivalents were US$11.1 million, representing a decrease of US$165.1 million from US$176.2 million as of March 31, 2025, mainly due to an increase in cash provided by operating activities, an increase in cash used in investing activities and a decrease in cash provided by financing activities. For the six months ended September 30, 2025, our net cash provided by operating activities was approximately US$1.2 million, compared to net cash of US$4.8 million used in operating activities for the six months ended September 30, 2024; net cash used in investing activities was US$166.4 million for the six months ended September 30, 2025, compared to net cash of US$56.4 million used in investing activities for the six months ended September 30, 2024; and the net cash provided by financing activities was nil in the six months ended September 30, 2025, compared with net cash of US$67.2 million provided by financing activities in the six months ended September 30, 2024. For the six months ended September 30, 2025, the net cash used in investing activities was mainly due to cash prepayment to its suppliers for development of functional modules related to the Company’s Internet Hospital business, the fund from investing activities primarily attributable to the collection of loan from third parties.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures. This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
The Company is reviewing the impact of these accounting pronouncements but does not currently expect the adoption of these standards to have a material impact on its consolidated financial statement.
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Liquidity and Capital Resources
We have financed our operations primarily through cash provided by operating activities, the loans from third parties and shareholder, and proceeds from private placement and short-term loan from third party. We plan to finance our future operations primarily from cash generated from our operations and cash on hand. As of September 30, 2025, we had US$11.1 million in cash on hand and cash deposited with banks. As of September 30, 2025, our working capital (excluding the amount due from related parties) amounted to US$6.4 million, respectively.
We expect that substantially a majority of our future revenues will be denominated in Renminbi, and part of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.
Substantially all of our operations are conducted in China, and all of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.
We have limited financial obligations dominated in U.S. dollars, thus the foreign currency restrictions and regulations in the PRC on dividend distribution will not have a material impact on our liquidity, financial condition and results of operations.
Our capital expenditures consist primarily of expenditures for the purchase of property, equipment and software. We made capital expenditures of US$1,977 for the six months ended September 30, 2025.
Holding Company Structure
We are a holding company with no material operations of our own. We conduct our operations primarily through our PRC subsidiaries. As a result, our ability to pay dividends and to finance any debt we may incur depends upon direct and indirect dividends paid by our subsidiaries and consolidated affiliated entities. If any of our subsidiaries or consolidated affiliated entities or any newly formed subsidiaries or consolidated affiliated entities incurs debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries and consolidated entities are permitted to pay dividends only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries, consolidated affiliated entities and their subsidiaries, except for our joint venture, are required to set aside a portion of their respective after-tax profits each year to fund a statutory reserve. Our PRC subsidiaries and consolidated entities may also set aside a portion of their respective after-tax profits to fund the employee welfare fund at the discretion of the board of directors or the enterprise itself. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries or consolidated affiliated entities, as applicable.
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C. Trend Information
Other than as disclosed elsewhere in this Form 6-K, we are not aware of any trends, uncertainties, demands, commitments or events for the six months ended September 30, 2025 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Critical Accounting Estimates.
Our discussion and analysis of our financial condition and results of operations relates to our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2—Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements included elsewhere in this Form 6-K. You should read the following description of critical accounting estimates in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this Form 6-K.
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