6-K
EUDA Health Holdings Ltd (EUDA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of September 2025
CommissionFile Number: 001-40678
EUDAHealth 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:<br> September 22, 2025 | |
|---|---|
| EUDA Health Holdings Limited | |
| /s/ Alfred Lim | |
| By: | Alfred Lim |
| Chief Executive Officer |
Exhibit1.1

September 19, 2025
George Sandhu
Managing Director
Indigo Capital LP
89 Nexus Way
Caymana Bay, Cayman Islands
| Re: | August<br> 1, 2025 EUDA Health Holdings Ltd. (the “Company”) Promissory Note (the “Note”)<br> and August 1, 2025 Convertible Promissory Note Agreement between Indigo Capital, LP (“Indigo”)<br> and the Company. |
|---|
Dear Mr. Sandhu:
Thank you for taking the time to speak with Vivian Tay earlier. I write to confirm the agreement reached.
The Company hereby agrees to: (i) instruct its transfer agent to deliver to Indigo 41,620 of the shares converted in Indigo’s conversion notice dated September 15, 2025 (the “Conversion Shares”), (ii) waive any breaches by Indigo to date of the Note or the Agreement and (iii) on December 15, 2025, pay off the remaining balance of the Note.
In exchange, Indigo hereby agrees that upon receipt of the Conversion Shares it: (i) will not make any further conversions of the Note until December 15, 2025 unless the Company’s closing stock price, as reported by NASDAQ has been at or higher than U.S.$2.00 for three consecutive trading days (as defined in the Agreement”) and (ii) will waive any breaches by the Company to date of the Note or Agreement.
All other terms of the Note and Agreement shall remain unchanged except as set forth above.

Please sign below to acknowledge your agreement to these terms.
| Very truly yours, | |
|---|---|
| EUDA HEALTH HOLDINGS LTD. | |
| By: | /s/<br> Alfred Lim |
| Alfred<br> Lim, CEO | |
| ACKNOWLEDGED AND AGREED: | |
| --- | --- |
| INDIGO CAPITAL, LP | |
| By: | /s/<br> George Sandhu |
| George<br> Sandhu | |
| Managing<br> Director | |
| Cc: | Yogita.Ramnarayan@equiniti.com |
| --- | --- |