Skip to main content

GSUN 6-K/A

Golden Sun Technology Group Ltd. (GSUN)

6-K/A 2025-08-15 For: 2025-08-15
View Original
Added on August 22, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K/A

(Amendment No. 1)

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41425

Golden Sun Health Technology Group Limited

金太阳健康科技集团有限公司

(Translation of registrant’s name into English)

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 ☐

EXPLANATORY NOTE

This report on the amended Form 6-K (“Amended Form 6-K”) of Golden Sun Health Technology Group Limited, a Cayman Islands exempted company (the “Company”), is being filed to amend the previously Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on December 6, 2024 (“Initial Form 6-K”), to include an amendment, dated August 15, 2025 (the “Note Amendment”), to amend a certain Senior Secured Convertible Note (“Convertible Note”), originally issued to certain investors on October 28, 2024, and to provide a description of such Note Amendment. Except as set forth herein, no modifications have been made to the information contained in the Initial Form 6-K.

INCORPORATION BY REFERENCE

The Amended 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 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and into each prospectus or prospectus supplement outstanding under the Registration Statement, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as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

Entry Into a Material Definitive Agreement.

Amendment No. 1 to Senior Secured Convertible Note

As previously reported in the Initial Form 6-K, pursuant to certain Securities Purchase Agreement, 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 the Convertible Note in the aggregate principal amount of $5,000,000 at the closing held on December 3, 2024.

On August 15, 2025, the Company and the Investors signed the Note Amendment, to remove the Adjusted Floor Price (as defined in the Convertible Note) and any adjustments related therein.

The above description of the Note Amendment is qualified in its entirety by the text of the Note Amendment, a copy of which is attached as Exhibit 4.1 to this Amended Form 6-K.

1

EXHIBIT INDEX

Exhibit Number Description
4.1 Amendment No. 1 to Senior Secured Convertible Note, dated August 15, 2025

2

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 15, 2025

3

Exhibit 4.1

AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE NOTE

This Amendment No. 1 to Senior Secured Convertible Note (the “Amendment”) is made as of August 15, 2025 by and between Golden Sun Health Technology Group Limited, a Cayman Islands exempted company (the “Company”), and Zion Asset Management Limited, Brixton GSH Fund LLC and/or their affiliates or its registered assigns (“Holder”, and together with the Company, the “Parties”, and each, a “Party”).

WHEREAS, the Parties have entered into a Senior Secured Convertible Note dated October 28, 2024 (the “Existing Note”) and desire to amend the Existing Note on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined<br>in this Amendment have the respective meanings assigned to them in the Existing Note.
2. Amendments to the Existing Note.
--- ---
a. Section 32(c) of the Existing Note is hereby removed in its<br>entirety.
--- ---
b. Section 32(z) of the Existing Note is hereby amended and restated<br>in its entirety as follows:
--- ---

““Floor Price” means $0.704 (or such lower amount as permitted, from time to time, by the Principal Market), subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events;”

3. Except as expressly set forth herein, the Existing Note is<br>unmodified and remains in full force and effect and the execution of this Amendment does not and shall not constitute an amendment of<br>any other rights to which the parties are entitled pursuant to the Existing Note and its Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.

GOLDEN SUN HEALTH TECHNOLOGY GROUP LIMITED Zion Asset Management Limited<br>(“HOLDER”)
(“COMPANY”)
By: /s/ Xueyuan Weng By: /s/ Chen, Shih-Chang
Name: Xueyuan Weng Name: Chen, Shih-Chang
Title: Chief Executive Officer Title: Director
Brixton GSH Fund LLC
(“HOLDER”)
By: Brixton GSH Capital Management LLC,<br><br>Manager
By: /s/ Timothy J. Craddoch
Name: Timothy J. Craddoch
Title: Manager