Jowell Global swaps 2M-share placement for $2.8M promissory note

Rhea-AI Filing Summary

Jowell Global Ltd. (JWEL) has restructured a planned financing with its major shareholder, Jowell Holdings Ltd. The company and the shareholder agreed to terminate a prior Securities Purchase Agreement that would have seen a private placement of 2,000,000 ordinary shares at $1.40 per share, for a total of $2,800,000; that share sale had not closed.

Instead, Jowell Global sold a $2,800,000 promissory note to the same shareholder under a new Promissory Note Purchase Agreement. The note bears 4% annual interest and will mature 36 months after the purchase price is paid to the company. The note was issued under Regulation S, meaning it was sold outside the United States under an exemption from SEC registration.

Insights

Capital structure and corporate finance analyst

Jowell Global shifted a planned $2.8M equity raise into 4% related-party debt.

Jowell Global originally agreed to raise $2,800,000 by issuing 2,000,000 ordinary shares at $1.40 per share in a private placement to Jowell Holdings Ltd. That transaction had not closed, and both parties have now terminated the agreement and waived notice requirements. This removes the immediate equity issuance that would have increased the company’s share count.

In its place, the company entered into a Promissory Note Purchase Agreement with the same major shareholder for a note with principal of $2,800,000, bearing 4% interest per year and maturing 36 months after the purchase price is paid. This shifts the planned financing from potential equity dilution toward added leverage and ongoing interest expense, while keeping the funding relationship concentrated with a key shareholder.

The note was sold under Regulation S, indicating it was issued in an offshore transaction exempt from Securities Act registration. The overall effect is a capital structure change where future impact will depend on the company’s ability to service and eventually repay the note at its maturity date.

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 November 2025

Commission File Number: 001-40145

Jowell Global Ltd.

2nd Floor, No. 285 Jiangpu Road

Yangpu District, Shanghai

China 200082

(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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On November 11, 2025, Jowell Global Ltd., a Cayman Islands company  (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with Jowell Holdings Ltd., a British Virgin Islands company (the “Purchaser”), effective on November 11, 2025.

Pursuant to the Termination Agreement, the parties agreed to terminate the Securities Purchase Agreement, which was originally entered into by and between the Company and the Purchaser on October 14, 2025. Pursuant to the Securities Purchase Agreement, the Company agreed to sell to the Purchaser in a private placement of 2,000,000 ordinary shares of the Company, par value $0.0016 per share, at a purchase price of $1.40 per share for an aggregate offering price of $2,800,000 (the “Private Placement”), as disclosed in the Form 6-K filed by the Company on October 20, 2025. The Private Placement has not been closed. Pursuant to the Termination Agreement, the parties agreed to terminate the Securities Purchase Agreement and waive all rights to notice of termination as may be otherwise provided under the Securities Purchase Agreement or applicable laws.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On November 14, 2025, the Company entered into a Promissory Note Purchase Agreement (“Agreement”) with Jowell Holdings Ltd. (the “Purchaser”), a company incorporated in British Virgin Islands and a major shareholder of the Company. Pursuant to the Agreement, the Company sold a Promissory Note to the Purchaser with a principal amount of $2,800,000 (the “Note”). The Note bears interest at the rate of 4% per annum, which is payable upon the maturity date of the Note. The Note will mature on the date that is thirty-six (36) months from the date that the purchase price of the Note is paid to the Company. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of each such document, which are filed as exhibits 10.2 and 10.3 hereto and are incorporated herein by reference.

1

Exhibit Index

Exhibit No.		Description
10.1		Termination Agreement by and between Jowell Global Ltd. and Jowell Holdings Ltd. dated November 11, 2025
10.2		Promissory Note Purchase Agreement by and between Jowell Global Ltd. and Jowell Holdings Ltd. dated November 14, 2025
10.3		Promissory Note

2

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 thereunto duly authorized.

	Jowell Global Ltd.
Date: November 17, 2025	By:	/s/ Haiting Li
	Name:	Haiting Li
	Title:	Chief Executive Officer

3

FAQ

What financing change did Jowell Global Ltd. (JWEL) announce?

Jowell Global terminated a planned private placement of 2,000,000 ordinary shares and instead sold a $2,800,000 promissory note to its major shareholder, Jowell Holdings Ltd.

How large was the cancelled Jowell Global (JWEL) private placement?

The cancelled private placement involved 2,000,000 ordinary shares at $1.40 per share, for an aggregate offering price of $2,800,000.

What are the key terms of Jowell Global’s new $2.8M promissory note?

The promissory note has a principal amount of $2,800,000, bears 4% interest per annum, and will mature 36 months after the purchase price of the note is paid to the company.

Who purchased the Jowell Global (JWEL) promissory note?

The note was purchased by Jowell Holdings Ltd., a British Virgin Islands company and a major shareholder of Jowell Global Ltd.

Under which regulation was the Jowell Global promissory note issued?

The $2,800,000 promissory note was sold pursuant to an exemption from registration under Regulation S under the Securities Act of 1933.

Did the original Jowell Global private placement ever close?

No. The company states that the Private Placement has not been closed, and the parties agreed to terminate the Securities Purchase Agreement.