Golden Sun Health (NASDAQ: GSUN) lifts equity with share issuance

Rhea-AI Filing Summary

Golden Sun Health Technology Group Limited reports that its two accredited investors have fully exercised their warrant and converted all principal and interest under a prior convertible note into equity. On August 22, 2025, this transaction resulted in the issuance of 6,747,926 Class A ordinary shares to the investors. The original note had an aggregate principal amount of $5,000,000.

The company states that the carrying value of the note and warrant, about $9.4 million as of March 31, 2025, will be reclassified to total equity as of August 25, 2025. Because this increases shareholders’ equity, the company believes it now meets Nasdaq’s minimum $2.5 million shareholder equity requirement for continued listing and is waiting for a formal compliance determination from Nasdaq staff.

Positive

• Conversion of the $5,000,000 note and warrant into equity removes these obligations and reclassifies about $9.4 million into shareholders’ equity, strengthening the balance sheet.
• The company believes the higher equity level now satisfies Nasdaq’s $2.5 million shareholder equity requirement, which may support continued listing on the Nasdaq Capital Market.

Negative

• The issuance of 6,747,926 new Class A ordinary shares to investors represents significant dilution for existing shareholders.

Insights

Equity analyst

Debt converts to equity, bolstering capital and potentially resolving Nasdaq deficiency, but at the cost of notable share dilution.

The company previously entered into a securities purchase agreement under which investors received a convertible note with $5,000,000 principal and an accompanying warrant. On August 22, 2025, the investors fully exercised the warrant and converted all outstanding principal and interest on the note into equity, receiving 6,747,926 Class A ordinary shares. This eliminates the note and warrant from the capital structure.

The carrying value of the note and warrant, about approximately $9.4 million as of March 31, 2025, will be reclassified to total equity as of August 25, 2025. This increase in reported equity directly addresses the earlier Nasdaq notice that the company failed the $2.5 million shareholder equity requirement. The company now believes it satisfies this rule and is awaiting a formal compliance determination from Nasdaq staff, which will clarify its continued listing status.

While retiring the securities and boosting equity support balance sheet strength and listing compliance, issuing 6,747,926 new shares is a significant dilution event for existing holders. The overall impact depends on Nasdaq’s eventual determination on compliance and how the enlarged share base affects per-share metrics in subsequent financial reporting.

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: 001-41425

金太阳健康科技集团有限公司

(Translation of registrant’s name into English)

Golden Sun Health Technology Group Limited

Room 503, Building C2, No. 1599

Xinjinqiao Road, Pudong New Area

Shanghai, China

(Address of principal executive office)

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 ☐

INCORPORATION BY REFERENCE

This Current Report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-1, as amended (Registration Number: 333-285857) of Golden Sun Health Technology Group Limited, a Cayman Islands exempted company (the “Company”), declared effective by the Securities and Exchange Commission (“SEC”) on March 25, 2025 (“Registration Statement”), and into each prospectus or prospectus supplement outstanding under the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

As previously reported in the Current Report on Form 6-K filed with the SEC on December 6, 2024 (“December 2024 6-K”), pursuant to a certain Securities Purchase Agreement (the “SPA”), dated October 28, 2024, entered into by and between the Company and two accredited investors (the “Investors”), the Company has issued and sold to the Investors i) a Convertible Note (the “Note”) in the aggregate principal amount of $5,000,000 and ii) a Warrant (the “Warrant”) to purchase an amount of Class A ordinary shares, $0.005  par value per share, (the “Class A Ordinary Shares”) of the Company as calculated in accordance per the SPA, at the closing held on December 3, 2024.

As previously reported in the Current Report on Form 6-K filed with the SEC February 28, 2025, the Company received a written notification from the staff (the “Staff”) of the Nasdaq Capital Market LLC (“Nasdaq”), dated February 24, 2025, that the Company does not meet the minimum shareholders’ equity of $2.5 million under the Nasdaq Listing Rule 5550(b)(1) (the “Shareholder Equity Rule”) for continued listing. The Company subsequently submitted a plan for compliance to the Staff to regain compliance with the Shareholder Equity Rule.

On August 22, 2025, the Investors fully exercised the Warrant and converted all outstanding principal and interest under the Note into Class A Ordinary Shares, resulting in the issuance of an aggregate 6,747,926 Class A Ordinary Shares to such Investors.

As such, the Note and the Warrant are no longer outstanding. The carrying value of the Note and the Warrant, with an aggregated amount of approximately $9.4 million as of March 31, 2025, will be reclassified to the Company’s total equity as of August 25, 2025. Therefore, the Company believes that, as of the date of this Current Report on Form 6-K, it satisfies the Shareholder Equity Rule for continued listing on the Nasdaq Capital Market. The Company is awaiting a formal compliance determination from the Staff and will provide an update upon receipt of such determination.

The above descriptions of the SPA, Warrant and the Note are not complete. Please refer to the December 2024 6-K for the full text of the forms of such documents.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Golden Sun Health Technology Group Limited
	By:	/s/ Xueyuan Weng
		Name:	Xueyuan Weng
		Title:	Chief Executive Officer

Date: August 25, 2025

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FAQ

What did Golden Sun Health Technology Group Limited (GSUN) announce in this Form 6-K?

The company announced that its investors fully exercised a warrant and converted all outstanding principal and interest under a prior convertible note into equity, leading to the issuance of 6,747,926 Class A ordinary shares and the elimination of the note and warrant.

How much was the original convertible note mentioned by GSUN?

The convertible note issued to the investors had an aggregate principal amount of $5,000,000 under the securities purchase agreement dated October 28, 2024.

How does this transaction affect GSUN’s shareholders’ equity and Nasdaq listing requirement?

The carrying value of the note and warrant, about $9.4 million as of March 31, 2025, will be reclassified into total equity as of August 25, 2025. Based on this, the company believes it now meets Nasdaq’s $2.5 million minimum shareholder equity requirement for continued listing.

What is the impact of the warrant exercise and note conversion on GSUN’s capital structure?

The transaction removes the note and warrant from the capital structure but adds 6,747,926 new Class A ordinary shares, increasing equity while diluting existing shareholders’ ownership percentages.

Has Nasdaq confirmed that GSUN is back in compliance with the shareholder equity rule?

No. The company states that it believes it now satisfies the shareholder equity rule but is awaiting a formal compliance determination from Nasdaq staff.

When did the investors exercise the warrant and convert the note into GSUN shares?

The investors completed the warrant exercise and conversion of all outstanding principal and interest under the note into Class A ordinary shares on August 22, 2025.