EUDA Health Holdings Ltd美股招股说明书(2025-12-04版)

Convertible Warrant Up to 2,000,000 Ordinary Shares issuable upon exercise of the Warrant We are offering, in a registered direct offering to Streeterville Capital, LLC, a Utah limited liability company and anaccredited investor (the “Investor”), a convertible warrant (the “Warrant”) for an aggregate purchase price of $100,000 (before feesand expenses). Upon issuance, the Warrant will be immediately exercisable into 2,000,000 newly-issued ordinary shares, no par valueeach, of the Company (the “Warrant Shares”) at an exercise price of $6.00 per share for ninety (90) days (unless extended by mutualagreement) from the issuance date (the “Cash Exercise Period”). During the Cash Exercise Period, the Warrant can only be exercisedfor cash and the Company will have the right to require the Investor to exercise the Warrant up to 10% of the cumulative dollar tradingvolume during the Measurement Period (the “Forced Exercise”) if (i) the closing price of the Company’s ordinary shares on Nasdaq isat or above $7.50 for five (5) consecutive trading days (the “Measurement Period”); and (ii) the cumulative trading dollar volume overthe Measurement Period (the “Cumulative Volume”) is at least $1,500,000. For a period of two (2) weeks following the end of theCash Exercise Period (the “Repurchase Period”), the Company will have the right to repurchase any remaining portion of theoutstanding Warrant in cash for $0.0625 per Warrant Share under the Warrant. At the end of the Repurchase Period (the “ExpirationDate”)and provided that there are remaining outstanding Warrant Shares exercisable under the Warrant,the Investor willautomatically be deemed to have made a “cashless” exercise of the Warrant, and the Company will be required to issue to the Investorone (1) ordinary share for every ten (10) outstanding Warrant Shares exercised under the Warrant. In the event of a breach of any termor condition of the Warrant or of any covenant of the Securities Purchase Agreement between the Company and the Investor, datedNovember 26, 2025 (the “Purchase Agreement”), the Investor will have the right to make a “cashless” exercise of the Warrant and theCompany will be required to issue to Investor one (1) ordinary share for every five (5) outstanding Warrant Shares exercised under theWarrant after sending the Company a notice of the breach and an opportunity to cure within five (5) trading days. This prospectus supplement covers up to 2,000,000 Ordinary Shares, issuable from time to time upon exercise of the Warrant.TheOrdinary Shares issuable upon exercise of the Warrant,are being issued pursuant to this prospectus supplement,theaccompanying base prospectus, that certain warrant purchase agreement, dated November 26, 2025, by and between the Company andthe Investor. No placement agent is involved in this offering. Our ordinary shares are listed on the NASDAQ Capital Market under the symbol “EUDA”. On December 3, 2025, theclosing price of our ordinary shares on the Nasdaq Capital Market was US$2.86. There is no established trading market for the Warrant, and we do not expect a market to develop. In addition, we do notintend to apply for the listing of the Warrant on any national securities exchange or other trading market. As of the date of this prospectus supplement, the aggregate market value of the voting and non-voting common equity held bynon-affiliates, was $71,204,092 (based on the last sales price of $3.89 on October 15, 2025 within 60 days prior to the date hereof and18,304,394 ordinary shares held by non-affiliates). Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities in a public primary offering with a valueexceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.During the 12 calendar months prior to and including the date of this prospectus, we have offered and sold convertible notes in theaggregate principal amount of $1,023,615 pursuant to General Instruction I.B.5 of Form F-3. You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement before you invest. Please see “Risk Factors” on page S-5 of this prospectus supplement and the risk factorsincorporated by reference into this prospectus supplement and the accompanying prospectus for more information. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Investing in our securities involves a high degree of risk. You should read this prospectus supplement, the accompanyingprospectus and the documents incorporated by reference herein before you make your investment decision. See “Risk Factors”beginning on page S-5 of this prospectus supplement and in the documents incor