Business Context and Reporting Period
This Form 6-K filing by EUDA Health Holdings Ltd covers the month of September 2025, with the report dated September 22, 2025. The filing details a material amendment to a convertible promissory note purchase agreement entered into on August 1, 2025, with an institutional investor.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or total debt levels. The only specific financial figures disclosed relate to the convertible note transaction:
- Total Note Capacity: Up to $10,000,000.
- Initial Note Issued: $1,000,000 on August 1, 2025.
- Amount Converted to Date: $837,500.
- Conversion Discount: 85% discount on ordinary shares.
- Recent Conversion Price: $0.901 per share.
- Shares Issued in Recent Conversion: 41,620 ordinary shares.
Material Changes
On September 19, 2025, the Company entered into a Letter Agreement with the Purchaser to modify the terms of the existing Note. Key changes include:
- Conversion Moratorium: The Purchaser agreed not to make further conversions of the Note until December 15, 2025.
- Exception to Moratorium: Conversions may resume before December 15, 2025, if the Company's closing stock price on The Nasdaq Stock Market is $2.00 or higher for three consecutive trading days.
- Waivers: Both parties waived any breaches of the Note and Agreement to date.
- Future Purchases: The Company explicitly stated it does not intend to purchase any additional Notes under the original Purchase Agreement.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, revenue outlook, or management commentary regarding operational performance. The primary risk disclosed is the potential dilution from the convertible notes, which is now temporarily restricted by the moratorium until December 15, 2025, unless the stock price threshold is met. The filing incorporates by reference the full text of the Letter Agreement and the original Purchase Agreement for complete terms.
Investor Verification Checklist
- Verify the current outstanding balance of the $1,000,000 Note after the $837,500 conversion.
- Monitor the Company's stock price to determine if the $2.00 threshold for three consecutive days is met, which would lift the conversion moratorium.
- Review the full text of the September 19, 2025 Letter Agreement (Exhibit 1.1) for any additional covenants or conditions not summarized here.
- Confirm the Company's liquidity position given the waiver of breaches and the cessation of further note purchases.