AGM Group (AGMH) lines up up to $6M in staged convertible funding

Rhea-AI Filing Summary

AGM Group Holdings Inc. reported that it entered into financing agreements with an institutional investor to issue up to $6 million in original issue discount convertible advances. The advances are split into three $2 million tranches, with later tranches depending on equity conditions such as trading volume, market capitalization, and timely SEC reporting.

The first tranche closed on September 22, 2025, with an initial advance of $1,500,000 principal for gross proceeds of $1,380,000. Each advance is convertible into Class A ordinary shares at the lower of 120% of a recent three-day VWAP average or 93% of the lowest VWAP in the ten trading days before conversion, provided no default exists. The company also signed a registration rights agreement requiring a resale registration statement on Form F-1 and related guarantee arrangements with subsidiaries.

Insights

Capital structure and financing analyst

AGMH secures up to $6M via discounted, convertible financing tied to equity conditions.

AGM Group Holdings Inc. arranged up to $6 million in original issue discount convertible advances with an institutional investor, providing a staged funding source. The first tranche closed at $1,500,000 principal for $1,380,000 in gross proceeds on September 22, 2025, showing an immediate cash inflow below face value.

Conversion terms link each advance to Class A ordinary shares at either 120% of a recent three-day VWAP average or 93% of the lowest VWAP over ten trading days before conversion, when no event of default exists. This structure may create potential share issuance that depends on future trading prices and the company’s compliance with conditions.

Future tranches of $2 million each are contingent on equity conditions and mutual consent, so actual funding will depend on market performance and reporting timeliness. A registration rights agreement committing to file a Form F-1 resale registration and a guarantee agreement by subsidiaries frame how the investor could ultimately resell converted shares.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

For the month of September 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 ☐

CONTENTS

Entry into Material Definitive Agreements

On September 22, 2025, AGM Group Holdings Inc. (the “Company”) entered into a series of agreements with an institutional investor (the “Investor”), pursuant to which the Company agreed to allot and issue up to US$6 million in face value of original issue discount convertible advances (the “Advances”).

Under the Securities Purchase Agreement (the “SPA”), the Company may issue up to $6 million in aggregate principal amount of Advances in three tranches. The First Tranche of $2 million is issued in two installments: $1,500,000 at initial closing and $500,000 upon the effectiveness of an initial resale registration statement to be filed with the U.S. Securities and Exchange Commission (“SEC”). The Second Tranche of $2 million becomes available upon satisfaction of certain equity conditions, including minimum trading volume, market capitalization, and the absence of SEC reporting deadlines in the following 90 days. The Third Tranche, also $2 million, may be issued by mutual consent and satisfaction of certain conditions within 360 days following the Second Tranche closing. Each Advance is convertible into the Company’s Class A ordinary shares (“Common Stock”) at the lower of 120% of the average of the three daily volume weighted average prices (“VWAP”) before the applicable closing, or a floating price based on 93% of the lowest VWAP in the ten trading days immediately preceding conversion, if no event of default exists.

The initial closing of the First Tranche occurred on September 22, 2025, pursuant to which the Company issued an Advance in the initial principal amount of $1,500,000 for total gross proceeds of $1,380,000.

The Company also entered into a Registration Rights Agreement and a Guarantee Agreement (executed by certain of its subsidiaries) in connection with the foregoing transactions. Pursuant to the Registration Rights Agreement, the Company agreed to file a resale registration statement on Form F-1 within 30 calendar days after signing and obtain effectiveness within 60 calendar days.

The foregoing description of the Advance, the Warrant, the SPA, the Registration Rights Agreement, and the Guarantee Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, forms of which are furnished as Exhibits 4.1, 4.2, and 10.1 to 10.3 to this Report on Form 6-K and 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 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.

EXHIBITS

Exhibit No.		Description
4.1		Form of Prepaid Advance
4.2		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Form of Guarantee Agreement

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, thereunto duly authorized.

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

Date: September 23, 2025

2

FAQ

What financing did AGMH enter into in this 6-K filing?

AGM Group Holdings Inc. agreed with an institutional investor to issue up to $6 million in original issue discount convertible advances in three $2 million tranches.

How much did AGMH receive in the first tranche of advances?

At the initial closing on September 22, 2025, AGMH issued an advance with $1,500,000 principal and received $1,380,000 in gross proceeds.

How are the AGMH advances convertible into shares?

Each advance may convert into AGMH Class A ordinary shares at the lower of 120% of the average of three daily VWAPs before closing or 93% of the lowest VWAP in the ten trading days before conversion, if no default exists.

What conditions apply to AGMH’s second and third tranches?

The Second Tranche of $2 million depends on equity conditions such as minimum trading volume, market capitalization, and no SEC reporting deadlines in the next 90 days. The Third Tranche of $2 million may be issued by mutual consent and conditions within 360 days after the Second Tranche closing.

What registration commitments did AGMH make in connection with this financing?

Under a Registration Rights Agreement, AGMH agreed to file a resale registration statement on Form F-1 within 30 calendar days of signing and seek effectiveness within 60 calendar days.

What other agreements did AGMH execute with this investor?

AGMH entered into a Securities Purchase Agreement, a Registration Rights Agreement, and a Guarantee Agreement executed by certain subsidiaries, along with forms of prepaid advance and warrant as exhibits.