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 August 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 ☐
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, each Note shall be convertible into newly-issued ordinary shares of the Company, no par value (the “ordinary
shares”) at 85% (the “Discount Rate”) of the trading price of the Company’s ordinary shares on the date the Purchaser
submits its conversion notice. In the event that the closing bid price of the ordinary shares is less than $2.00 for five (5) consecutive
days (the “Early Default”) and the Company has failed to pay the outstanding principal balance of the Notes together with
any accrued but unpaid fees within ten (10) business days, Purchaser will have the right to convert the Notes at 70% (the “Early
Default Discount Rate”) of the trading price of the Company’s ordinary shares. The Company has agreed to reserve 5,000,000
ordinary shares (the “Shares”) for issuance upon full conversion of all Notes sold under the Purchase Agreement. The Company
will file a prospectus supplement relating to the offer and sale of the Notes pursuant to the Purchase Agreement, which will form a part
of its 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.
Subject
to the terms and conditions of the Purchase Agreement, the Company may deliver to the Purchaser at any time a written request for a Note
to be sold to the Purchaser (the “Put Request”), which shall state the amount of such proposed Note and the proposed closing
date. Purchaser shall have five (5) business days to decline and/or refuse any Put Request, or purchase such Note at 90% of the principal
amount of the Note. Upon the first closing, the Company will issue and sell to the Purchaser a Note in the amount of $1,000,000 (the
“First Advance”). The closing of the sale of each subsequent Note will occur on the date to be mutually agreed upon by the
Company and the Purchaser.
The
foregoing description of the Purchase Agreement and the Note does not purport to be complete and is qualified in its entirety by reference
to the full text of the Purchase Agreement and the Note, copies of which are filed as Exhibit 1.1 and 1.2 to this Current Report, respectively
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 Notes) nor
shall there be any sale of the ordinary shares (or the Notes) 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
|
Convertible Promissory Note Purchase Agreement dated as of August 1, 2025 |
| 1.2 |
Form of Note |
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, hereunto duly authorized.
| Dated:
August 6, 2025 |
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EUDA
Health Holdings Limited |
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By: |
/s/
Vivian Tay |
| |
Name: |
Vivian
Tay |
| |
Title: |
Interim
Chief Financial Officer |
