Agm Group Holdings, Inc 6-K/A, filed Oct 1, 2025
Agm Group Holdings, Inc. (AGMH)
About this 6-K/A
Agm Group Holdings, Inc filed this 6-K/A on October 1, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission file number: 001-38309
AGM GROUP HOLDINGS INC.
(Exact name of registrant as specified in its charter)
c/o Creative Consultants (Hong Kong) Limited
Room 1502-3 15/F., Connaught Commercial Building, 185 Wanchai Road
Wanchai, Hong Kong
+852 975-02047 – telephone
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANTORY NOTE
This Amendment No.1 to the Company’s Report on Form 6-K, originally furnished to the Securities and Exchange Commission on September 23, 2025 (the “Form 6-K”), is being furnished to include a letter agreement dated October 1, 2025, by and between the Company and the Investor (the “Letter Agreement”), which amended certain terms of the Securities Purchase Agreement and the Prepaid Advance, both dated September 22, 2025 as previously disclosed.
Pursuant to the Letter Agreement, the subscription price under the First Tranche Advance shall not be lower than a specified floor price, and in the event the applicable subscription price would otherwise be below such floor price, the Company will issue shares at the floor price and pay the Investor the resulting economic difference in cash, calculated as set forth in the Letter Agreement. The Letter Agreement further provides that substantially similar provisions will apply to subsequent Advances under the Securities Purchase Agreement.
Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of or exhibit to the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed.
For purposes of this Form 6-K/A, all capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Form 6-K, including its exhibits. A copy of the Letter Agreement is filed as Exhibit 10.1 to this Form 6-K/A and is incorporated herein by reference.
Safe Harbor Statements
This report contains statements that may constitute “forward-looking” statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the expected use of proceeds, the Company’s financing arrangements, the Company’s ability to satisfy conditions to future closings, and the Company’s future plans and strategies. Words such as “may,” “will,” “expects,” “plans,” “intends,” “believes,” “estimates,” “anticipates,” “targets,” and similar expressions are intended to identify such forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements. Additional information regarding these and other risks is included in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.
1
EXHIBITS
| Exhibit No. | Description | |
| 10.1 | Form of Letter Agreement |
2
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, thereunto duly authorized.
| AGM Group Holdings Inc. | ||
| By: | /s/ Bo Zhu | |
| Name: | Bo Zhu | |
| Title: | Chief Executive Officer | |
Date: October 1, 2025
3
Exhibit 10.1
AGM Group Holdings Inc.
October 1, 2025
The Investor
Attention: [ ]
Dear [ ]:
Reference is made to that certain Securities Purchase Agreement (the “SPA”) dated September 22, 2025 and the First Tranche Advance (as defined in the SPA) dated September 22, 2025 issued by the Company in connection therewith. Capitalized terms used and not defined herein have the meaning given them in the SPA or, if not defined in the SPA, in the applicable Transaction Document. By signing below, the undersigned parties agree as follows:
1. The First Tranche Advance is hereby amended to add a new Section 3.8, to read in its entirety as follows:
3.8 Notwithstanding anything in this Advance to the contrary, in no event shall the Subscription Price be lower than the Floor Price. If the Company receives a Subscription Notice at a time at which the applicable Subscription Price then in effect (as applicable, the “Applicable Subscription Price”) (without regard to the Floor Price) is lower than the Floor Price then in effect, the Company shall issue a number of shares equal to the Subscription Amount divided by such Floor Price and pay the economic difference between the Applicable Subscription Price (without regard to the Floor Price) and such Floor Price in cash. For further clarification, the economic difference shall be equal to (A) the number of shares that would have been delivered using the Applicable Subscription Price, minus (B) the number of shares delivered using the Floor Price, multiplied by (C) the daily VWAP of the Common Stock on the Subscription Date ((A-B)*C).
For purposes of this Advance, “Floor Price” means $0.7844. The Floor Price shall also be subject to the adjustments set forth in Sections 3.3(a)(i) through (iv).
2. The Transaction Documents are hereby amended such that each subsequent Prepaid Advance issued by the Company under the SPA shall be subject to the same provisions as set forth above in accordance with and as required by the Principal Market and the rules thereof.
3. Immediately after execution of this letter agreement, the Company will file a Current Report on Form 6-K with the Securities and Exchange Commission disclosing the execution of this letter agreement and the transactions contemplated hereby, which Form 6-K shall be incorporated by reference into the Registration Statement. At such time, the Investor will not be in position of material non-public information.
4. In the event of any inconsistency between the Transaction Documents and this letter, the terms of this letter shall prevail, provided that except as otherwise expressly provided for in this letter, nothing contained herein shall be deemed or construed to amend or modify the Transaction Documents or otherwise affect the rights and obligations of any party thereto, all of which remain in full force and effect.
Please execute a copy of this letter agreement signifying your agreement to its terms.
| Very truly yours, | |
| AGM Group Holdings Inc. | |
| Name and Title |
| Agreed and accepted: | |
| The Investor | |
| Name and Title |