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EUDA Health Holdings Ltd. (Nasdaq: EUDA) has filed a Form 424(b)(5) prospectus supplement to register up to 5,000,000 ordinary shares underlying a US$10 million one-year convertible note to be sold to Indigo Capital LP in a registered-direct transaction. Notes are issued at a 10 % original-issue discount (net cash ≈ US$9 million; estimated net proceeds after expenses ≈ US$8.98 million) and convert at 85 % of the share’s Nasdaq close on the conversion date, capped at 4.99 % beneficial ownership. A 5-day closing bid below US$2.00 constitutes an “Early Default,” accelerating repayment or conversion; no interest accrues. No public market will exist for the notes.
The financing adds to an already highly dilutive capital structure: 37.16 million shares outstanding, 8.9 million warrants and other convertibles. FY-2024 results showed a US$15.4 million net loss, US$3.4 million working-capital deficit and only US$0.2 million cash. The auditor issued a going-concern warning and management cited material-control weaknesses. Proceeds are earmarked for working capital, M&A and general corporate purposes.
EUDA is pivoting from low-demand medical clinics to wellness services after acquiring CK Health (2.2 % of 2024 revenue) and partnering for stem-cell packages. Two large shareholders control ~53 % of equity, and resale registration rights could pressure the stock. Investors face execution, dilution, and delisting risks offset by near-term liquidity from the note.
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