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 October 2025
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 convertible promissory
note purchase agreement dated as of August 1, 2025 (the “Purchase Agreement”) with an institutional investor (the “Purchaser”)
to purchase one or more convertible promissory notes (the “Notes”) in an aggregate amount not to exceed $10,000,000. Pursuant
to the Purchase Agreement, the Company issued and sold to the Purchaser an initial Note in the aggregate principal amount of
$1,000,000 on August 1, 2025 (the “August Note”) which is convertible into newly-issued ordinary shares of the Company, no
par value (the “ordinary shares”) at 85% of the trading price of the Company’s ordinary shares on the date the Purchaser
submits its conversion notice. As of the date of this report, the Purchaser has converted an aggregate of $837,500 of the August Note into 569,859
ordinary shares.
As
previously disclosed, the Company and the Purchaser entered into a letter agreement on September 19, 2025 (the “Letter
Agreement”) pursuant to which the Company delivered 41,620 ordinary shares to Purchaser at the conversion price of $0.901
per share, in exchange for the Purchaser agreeing not to convert the remaining $162,500 balance of the August Note until
December 15, 2025, unless the closing price of the Company’s ordinary shares as reported on The Nasdaq Stock Market has
been $2.00 or higher for three consecutive trading days.
On
October 2, 2025, the Company and the Purchaser entered into an amendment to the Letter Agreement (the “Amendment to the Letter
Agreement”) pursuant to which the Purchaser agreed not to convert the remaining $162,500 of the August Note until after
October 31, 2025 (the “Repayment Date”) and on the Repayment Date, may, at its option, convert the remaining $162,500
balance of the August Note into 81,250 ordinary shares at $2.00 per share, or request in writing that the Company repay
the $162,500 in cash on or before November 17, 2025 (i.e., the tenth business day from the Repayment Date).
As
previously disclosed, the Company does not intend to exercise its right to send Purchaser any additional put requests for the sale of
additional Notes to the Purchaser under the terms of the Purchase Agreement.
The
foregoing description of the Amendment to Letter Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Amendment to Letter Agreement which is filed as Exhibit 1.1 to this Current Report, and incorporated by reference
herein.
The
foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety
by reference to the full text of the Letter Agreement which is filed as Exhibit 1.1 to the Company’s Current Report dated
September 22, 2025, and incorporated by reference herein. The foregoing descriptions of the Purchase Agreement and the Note do not
purport to be complete and are qualified in their entirety by references to the full text of the Purchase Agreement and the Note, respectively,
copies of which are filed as Exhibits 1.1 and 1.2, respectively, to the Company’s Current Report dated August 6, 2025, and incorporated
by reference herein.
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 |
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| |
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| 1.1 |
|
Amendment to Letter Agreement. |
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:
October 3, 2025 |
|
| |
|
| EUDA
Health Holdings Limited |
|
| |
|
| |
/s/
Alfred Lim |
|
| By: |
Alfred
Lim |
|
| |
Chief
Executive Officer |
|
