EUDA Health (NASDAQ: EUDAW) limits conversions, stops new note issuance

Rhea-AI Filing Summary

EUDA Health Holdings Limited reports a new agreement with its institutional investor around an existing convertible note. The investor originally agreed to purchase up to $10,000,000 in convertible promissory notes and had already bought a $1,000,000 note that converts into ordinary shares at an 85% discount each time it converts. The company now has delivered 41,620 ordinary shares at a conversion price of $0.901 per share and both parties have mutually waived past breaches of the note and related agreement. In return, the investor agreed not to make further conversions until December 15, 2025, unless EUDA’s Nasdaq closing price reaches $2.00 or higher for three consecutive trading days. EUDA also states it does not intend to purchase any additional notes under the note purchase agreement.

Insights

Capital structure and convertible financing analyst

EUDA pauses most note conversions and ends new note purchases.

EUDA Health Holdings Limited previously entered a note purchase agreement for up to $10,000,000 in convertible promissory notes, with an initial $1,000,000 note that converts into ordinary shares at an 85% discount. The filing notes that $837,500 of this initial note has already been converted, illustrating that a substantial portion has moved into equity.

Under the new letter agreement, EUDA delivered 41,620 ordinary shares at a fixed conversion price of $0.901 per share and both sides waived prior breaches of the note and related agreement. In exchange, the investor agreed not to convert more of the note until December 15, 2025, unless the company’s Nasdaq closing price is at least $2.00 for three straight trading days, creating a price-based trigger for earlier conversions.

EUDA also states that it does not intend to purchase additional notes under the original note purchase agreement. This limits future use of this specific financing source and may constrain similar discounted conversions, while the remaining balance of the initial note can still be converted under the new timing and price conditions.

Form 6-K: How Foreign Companies Report to the SEC →

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: 001-40678

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, on August 1, 2025, 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 Purchaser purchased an initial $1,000,000 Note on August 1, 2025 which is convertible into newly-issued ordinary shares of the Company, no par value (the “ordinary shares”) at an 85% discount each time it converts. To date, the Purchaser has converted $837,500 of the $1,000,000 Note.

On September 19, 2025, the Company entered into a letter agreement (the “Letter Agreement”) with the Purchaser pursuant to which the Company delivered 41,620 ordinary shares to Purchasers for the conversion price of $0.901 per share, and waived any breaches by Purchaser of the Note and Agreement to date, in exchange for Purchaser agreeing not to make any further conversions of the Note until December 15, 2025, unless the Company’s closing stock price as reported on The Nasdaq Stock Market has been $2.00 or higher for three consecutive trading days, and waiving any breaches by the Company to date of the Note and Agreement to date.

The Company does not intend to purchase any additional Notes under the Purchase Agreement.

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 this Current Report, and incorporated by reference herein.

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, 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

1.1 September 19, 2025 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: September 22, 2025
EUDA Health Holdings Limited
	/s/ Alfred Lim
By:	Alfred Lim
	Chief Executive Officer

FAQ

What did EUDAW (EUDA Health Holdings Limited) disclose in this Form 6-K?

EUDA Health disclosed a letter agreement with its institutional investor amending how an existing convertible promissory note is handled, including share delivery, a standstill on most conversions until December 15, 2025, and its decision not to purchase additional notes under the note purchase agreement.

How large is EUDA Healths convertible note program mentioned in the filing?

The note purchase agreement allows an institutional investor to buy one or more convertible promissory notes in an aggregate amount not to exceed $10,000,000, with an initial $1,000,000 note already purchased.

How many shares did EUDA Health issue and at what price under the new letter agreement?

Under the letter agreement, EUDA Health delivered 41,620 ordinary shares to the investor at a conversion price of $0.901 per share.

What limits on future conversions of the note did EUDA Health agree to with the investor?

The investor agreed not to make further conversions of the note until December 15, 2025, unless EUDA Healths closing stock price on Nasdaq is $2.00 or higher for three consecutive trading days.

Will EUDA Health purchase additional convertible notes under the existing purchase agreement?

EUDA Health states that it does not intend to purchase any additional notes under the existing convertible promissory note purchase agreement.

Did EUDA Health and the investor address any prior breaches of their agreements?

Yes. EUDA Health waived any breaches by the investor of the note and agreement to date, and the investor waived any breaches by the company to date as part of the letter agreement.