AGM Group (NASDAQ: AGMH) adds floor-price protection to investor financing

Rhea-AI Filing Summary

AGM Group Holdings Inc. filed an amended Form 6-K to add a new letter agreement with an investor that changes terms of a previously disclosed Securities Purchase Agreement and related prepaid advance, both dated September 22, 2025. The October 1, 2025 letter sets a floor price for the subscription price under the first tranche advance. If the calculated subscription price would fall below this floor, the company will instead issue shares at the floor price and pay the investor the cash difference as defined in the agreement. Substantially similar protections will apply to later advances under the same purchase agreement. Aside from including this letter, the amendment does not change or update other information from the original Form 6-K.

Insights

Capital markets and structured financing analyst

AGMH adds a pricing floor and cash make-whole to its financing.

The amendment introduces a floor on the subscription price for the first tranche advance under AGM Group Holdings Inc.’s existing Securities Purchase Agreement. When market-based pricing would drop below this floor, the company must still issue shares at the floor price and compensate the investor in cash for the difference, as calculated in the letter agreement.

Substantially similar terms are expected to govern future advances, which ties the overall cost of this financing more closely to equity price movements. This structure helps the investor preserve economics during price declines while potentially increasing AGM’s cash obligations when its share price is weak. Future company filings describing actual advances under this agreement will show how often and to what extent these protections are triggered.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2025

Commission file number: 001-38309

AGM GROUP HOLDINGS INC.

(Exact name of registrant as specified in its charter)

c/o Creative Consultants (Hong Kong) Limited

Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road

Wanchai, Hong Kong

+852 975-02047 – telephone

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  

Form 20-F  ☒          Form 40-F  ☐

EXPLANTORY NOTE

This Amendment No.1 to the Company’s Report on Form 6-K, originally furnished to the Securities and Exchange Commission on September 23, 2025 (the “Form 6-K”), is being furnished to include a letter agreement dated October 1, 2025, by and between the Company and the Investor (the “Letter Agreement”), which amended certain terms of the Securities Purchase Agreement and the Prepaid Advance, both dated September 22, 2025 as previously disclosed.

Pursuant to the Letter Agreement, the subscription price under the First Tranche Advance shall not be lower than a specified floor price, and in the event the applicable subscription price would otherwise be below such floor price, the Company will issue shares at the floor price and pay the Investor the resulting economic difference in cash, calculated as set forth in the Letter Agreement. The Letter Agreement further provides that substantially similar provisions will apply to subsequent Advances under the Securities Purchase Agreement.

Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of or exhibit to the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.

For purposes of this Form 6-K/A, all capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Form 6-K, including its exhibits. A copy of the Letter Agreement is filed as Exhibit 10.1 to this Form 6-K/A and is incorporated herein by reference.

Safe Harbor Statements

This report contains statements that may constitute “forward-looking” statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected use of proceeds, the Company’s financing arrangements, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

1

EXHIBITS

Exhibit No.		Description
10.1		Form of Letter Agreement

2

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, thereunto duly authorized.

	AGM Group Holdings Inc.
	By:	/s/ Bo Zhu
	Name:	Bo Zhu
	Title:	Chief Executive Officer

Date: October 1, 2025

3

FAQ

What did AGM Group Holdings Inc. (AGMH) change in this Form 6-K/A?

The company added a letter agreement dated October 1, 2025 with an investor that amends certain terms of a previously disclosed Securities Purchase Agreement and Prepaid Advance dated September 22, 2025.

How does the new letter agreement affect AGMHs first tranche advance?

The letter sets a floor price for the subscription price under the First Tranche Advance. If the calculated subscription price would be below this floor, AGMH will issue shares at the floor price and pay the investor the economic difference in cash.

Will the amended pricing terms apply to future advances for AGMH (AGMH)?

Yes. The letter agreement provides that substantially similar provisions will apply to subsequent Advances under the existing Securities Purchase Agreement.

Does this AGMH Form 6-K/A change other information from the original filing?

No. The amendment states that, other than including the letter agreement, it does not amend, update or restate any other item or exhibit from the original Form 6-K.

Where can investors find the new letter agreement for AGMH?

The letter agreement is filed as Exhibit 10.1 to this Form 6-K/A and is incorporated by reference into the report.

What forward-looking topics does AGMH discuss in this amended report?

The report includes forward-looking statements about expected use of proceeds, the companys financing arrangements, its ability to satisfy conditions to future closings, and future plans and strategies.