Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed on the Current Report on Form 8-K of EUDA Health Holdings Limited (the “Company”) filed
on April 10, 2023, the Company received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”)
of the Nasdaq Stock Market LLC (“Nasdaq”) on April 5, 2023 (the “Initial Notice”)
due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of the
Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Initial
Delinquent Filing”).
The
Company received a delinquency notification letter (“Notice”) from the Nasdaq Staff on May 18, 2023 due to
the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file its Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2023 (the “Form 10-Q”). The Rule requires listed companies to timely
file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
The
Notice states that the Company has until June 5, 2023, or 60 days from the Initial Notice, to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rules. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company up to September 27, 2023,
or 180 days from the due date of the Initial Delinquent Filing, for filing the Initial Delinquent Filing and Form 10-Q to regain compliance.
If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings
Panel. If our appeal fails, the Company’s securities may be delisted.
Management
of the Company has been working diligently to complete all of the required information for the Form 10-K and Form 10-Q, and a substantial
part of such information has been completed as of this date. However, the Company requires additional time to prepare, review and finalize
its financial statements.
The
Notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on Nasdaq under the symbol
“EUDA”.
As
required under Nasdaq Listing Rule 5250(b)(2), the Company issued a press release on May 19, 2023, announcing that it had received the
Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
Forward-Looking
Statements
This
Form 8-K contains forward-looking statements, including statements about the financial condition, results of operations, earnings outlook
and prospects of the Company. In addition, any statements that refer to projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified
by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate,” “forecast,” “project,” “continue,” “could,” “may,”
“might,” “possible,” “potential,” “predict,” “should,” “would”
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The
forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings
made with the SEC by the Company.