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 January 2026
Commission
File Number: 001-40678
EUDA
Health Holdings Limited
(Exact
Name of Registrant as Specified in its Charter)
60
Kaki Bukit Place, #03-01 Eunos Techpark, Singapore 415979
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: +65 6327 1110
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 ☐
As
previously disclosed, EUDA Health Holdings Limited (“EUDA” or the “Company”) entered into a securities purchase
agreement dated as of November 26, 2025 with an accredited investor (the “Purchaser”) for the purchase of a warrant that
was immediately exercisable into 2,000,000 newly-issued ordinary shares (the “Warrant”) for an aggregate purchase price of
$100,000. The Warrant was issued and sold on December 4, 2025 pursuant to our prospectus dated November 4, 2024 and a prospectus supplement
dated December 4, 2025 (the “Prospectus Supplement”). On December 16, 2025, the Company and the Purchaser entered into a
Warrant Amendment to (i) reduce the exercise price of the Warrant from $6.00 per share to $4.00 per share; and (ii) reduce the minimum
closing price of the Company’s ordinary shares on Nasdaq required for a Forced Exercise from $7.50 to $6.00. The Company filed
a prospectus supplement to reflect these terms on December 19, 2025.
On
January 13, 2026, the Company and the Purchaser entered into a Second Warrant Amendment pursuant to which parties have agreed to (i)
further reduce the exercise price of the Warrant from $4.00 per share to $2.00 per share; and (ii) further reduce the minimum
closing price of the Company’s ordinary shares on Nasdaq required for a Forced Exercise from $6.00 to $3.00. Terms used
but not defined herein shall have the meanings ascribed to such terms in the Form of Warrant, filed as Exhibit 1.2 to the Current Report
on Form 6-K filed on December 4, 2025, and incorporated by reference herein.
The
Company will file a new prospectus supplement to reflect these new changes to the terms of the Warrant, and to update and supplement
certain information included in the Prospectus Supplements filed on each of December 4, 2025 and December 19, 2025. This new prospectus
supplement will form a part of the Company’s Registration Statement on Form F-3 (File No. 333-282723), which was filed with the
Securities and Exchange Commission on October 18, 2024 and declared effective on November 4, 2024.
The
foregoing description of the Second Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of Second Warrant Amendment, a copy of which is filed as Exhibit 1.1 this Current Report, and incorporated by reference
herein.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares (or the Warrant)
nor shall there be any sale of the ordinary shares (or the Warrant) in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This
Report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-282723) and
the prospectus thereof and any prospectus supplements or amendments thereto.
Exhibits
| 1.1 |
Second Warrant Amendment dated as of January 13, 2026 |
SIGNATURES
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:
January 13, 2026 |
|
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|
| EUDA
Health Holdings Limited |
|
| |
|
| By:
|
/s/
Alfred Lim |
|
|
Alfred
Lim |
|
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Chief
Executive Officer |
|
Exhibit
1.1
SECOND
WARRANT AMENDMENT
This
Second Warrant Amendment (this “Second Amendment”) is entered into as of January 13, 2026 (the “Effective
Date”), by and between Streeterville Capital, LLC, a Utah limited liability Company
(“Investor”), and EUDA Health Holdings Limited, a British Virgin Islands
exempt company (“Company”). Capitalized terms used in this Second Amendment without definition shall have the meanings
given to them in the Warrant (as defined below).
A.
Company issued to Investor a Warrant to Purchase Ordinary Shares on December 4, 2025 (as amended from time to time, the “Warrant”)
pursuant to that certain Securities Purchase Agreement by and between Company and Investor dated November 26, 2025 (the “Purchase
Agreement”).
B.
Investor and Company entered into an amendment to the Warrant dated December 16, 2025 (the “First Amendment”).
C.
Investor and Company have agreed, subject to the terms, amendments, conditions and understandings expressed in this Second Amendment,
to reduce the Exercise Price of the Warrant.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1.
Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Second Amendment are true
and accurate and are hereby incorporated into and made a part of this Second Amendment.
2.
Exercise Price Reduction. Investor and Company agree that the Exercise Price, as set forth the Definitions in Attachment 1 of
the Warrant, as amended by the First Amendment, is hereby reduced from $4.00 to $2.00.
3.
Replacement of Section 2.1(b). Investor and Company agree that the Section 2.1(b) of the Warrant is hereby deleted and replaced
in its entirety with the following:
“During
the Cash Exercise Period, Company may require Investor to make a cash exercise under this Warrant (a “Forced Exercise”)
if each of the following conditions is met: (i) the Closing Trade Price of the Ordinary Shares is at or above $3.00 for five (5) consecutive
Trading Days (the “Measurement Period”); (ii) the cumulative dollar trading volume (as reported by Nasdaq) during
the Measurement Period (the “Cumulative Volume”) is at least $1,500,000.00; and (iii) the applicable Warrant Shares
would be free trading in Investor’s brokerage account upon delivery and eligible for immediate resale by Investor, and the Ordinary
Shares must be trading on Nasdaq (free of any halts, chills, suspensions, etc.). The number of Warrant Shares that Company may require
Investor to purchase pursuant to a Forced Exercise will be limited to ten percent (10%) of the Cumulative Volume (the “Forced
Exercise Share Limit”). Any Warrant Shares purchased by Investor during the Measurement Period would reduce the maximum number
of Warrant Shares Company may require Investor to purchase pursuant to a Forced Exercise. For the avoidance of doubt, no Trading Day
used in the Measurement Period for any given Forced Exercise may be used in the Measurement Period of a subsequent Forced Exercise.”
3.
Disclosure. Company covenants and agrees that it will: (a) timely disclose this Second Amendment via the filing of a Form 6-K;
and (b) file an amendment to Company’s previously filed Prospectus Supplement regarding the Warrant within two (2) days of the
Effective Date.
4.
Representations and Warranties. Each of Investor and Company, for itself, hereby acknowledges, represents, warrants and agrees
as follows:
(a)
Such party has full power and authority to enter into this Second Amendment and to incur and perform all obligations and covenants contained
herein, all of which have been duly authorized by all proper and necessary action.
(b)
No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity
of this Second Amendment or the performance of any of the obligations of such party hereunder.
5.
Certain Acknowledgments. Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever
has been or shall be given by Investor to Company in connection with this Second Amendment.
6.
Other Terms Unchanged. The Warrant, as amended by the First Amendment and this Second Amendment, remains and continues in full
force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified,
and confirmed. Any reference to the Warrant after the date of this Second Amendment is deemed to be a reference to the Warrant as amended
by the First Amendment and this Second Amendment. If there is a conflict between the terms of this Second Amendment and the Warrant or
the First Amendment, the terms of this Second Amendment shall control. No forbearance or waiver may be implied by this Second Amendment.
Except as expressly set forth herein, the execution, delivery, and performance of this Second Amendment shall not operate as a waiver
of, or as an amendment to, any right, power, or remedy of Investor under the Warrant or First Amendment, as in effect prior to the date
hereof. For the avoidance of doubt, this Amendment shall be subject to the governing law, venue, and Arbitration Provisions, as set forth
in the Purchase Agreement.
7.
No Reliance. Company acknowledges and agrees that neither Investor nor any of its members, managers, equity holders, representatives
or agents has made any representations or warranties to Company or any of its agents, representatives, officers, directors, or employees
except as expressly set forth in this Second Amendment and, in making its decision to enter into the transactions contemplated by this
Second Amendment, Company is not relying on any representation, warranty, covenant or promise of Investor or its members, managers, equity
holders, agents or representatives other than as set forth in this Second Amendment.
8.
Counterparts. This Second Amendment may be executed in any number of counterparts (including by electronic signatures), each of
which shall be deemed an original, but all of which together shall constitute one instrument.
9.
Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in
order to carry out the intent and accomplish the purposes of this Second Amendment and the consummation of the transactions contemplated
hereby.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the undersigned have executed this Second Amendment as of the date set forth above.
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INVESTOR: |
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Streeterville Capital,
LLC |
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By: |
/s/ John M. Fife |
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John M. Fife, President |
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COMPANY: |
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EUDA Health Holdings
Limited |
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By: |
/s/ Alfred Lim |
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Alfred Lim, CEO |
[Signature
Page to Warrant Amendment]
