| Item
1.01 | Entry
into a Material Definitive Agreement |
Debt
Obligations and Settlement Agreements with Meng Dong (James) Tan
On
November 17, 2022, EUDA Health Holdings Limited (the “Company”) issued to Meng Dong (James) Tan an interest-free convertible
promissory note in the aggregate principal amount of $700,000 (the “Tan 2022 Note”). Pursuant to the Tan 2022 Note, on November
17, 2023, the maturity date, James Tan would have the right to convert the unpaid principal amount of the Tan 2022 Note into ordinary
shares of the Company based on the five day volume weighted average price of the Company’s ordinary shares immediately preceding
the maturity date.
Pursuant
to a loan agreement dated January 9, 2023, James Tan loaned the Company an additional $145,450 (the “Initial Tan Loan”) at
8% interest per annum and was to be repaid by March 31, 2023. The Initial Tan Loan was not timely repaid by March 31, 2023, and was replaced
as disclosed below.
Pursuant
to a second loan agreement with the Company dated April 24, 2023, James Tan loaned the Company an additional $332,750 (the “Tan
Second Loan”) at 8% interest per annum, which matures on the earlier of June 30, 2023 or within seven days of the Company receiving
the proceeds from the sales of securities in the private placement disclosed in Item 3.02 hereunder (the “Private Placement”).
Pursuant to the terms of the Tan Second Loan, the Company agreed to issue to James Tan a new promissory note in the principal amount
of $145,450 dated April 24, 2023 (the “Tan First Loan”) to replace the Initial Tan Loan. The Tan First Loan contained the
same payment terms as the Tan Second Loan.
On
May 15, 2023, James Tan entered into a third loan agreement with the Company pursuant to which James Tan agreed to loan the Company an
additional $22,500 (the “Tan Third Loan”), provided that the Company issued a new promissory note to James Tan in the principal
amount of $700,000 (the “Tan 2023 Note”) to replace the Tan 2022 Note. The Tan Third Loan would bear interest at 8% per annum,
and would be repaid upon the earlier of June 30, 2023 or within seven days of the Company receiving the proceeds from the sales of securities
in the Private Placement.
On
May 15, 2023, the Company issued to James Tan the Tan 2023 Note to replace the Tan 2022 Note. The Tan 2023 Note was an interest-free
convertible promissory note in the aggregate principal amount of $700,000. On May 15, 2023, James Tan elected to convert the entire unpaid
principal in the amount of $700,000 of the Tan 2023 Note into ordinary shares of the Company at $1.00 per share in accordance with the
terms of the Tan 2023 Note. On May 16, 2023, the Company issued to James Tan 700,000 ordinary shares in full satisfaction of the Tan
2023 Note. Pursuant to the terms of the Tan 2023 Note, the Company has agreed to register the 700,000 ordinary shares for resale. We
refer to these 700,000 restricted ordinary shares as the “Converted Shares.”
As
of the date of this report, the Tan 2023 Note has been converted in full into the Converted Shares and is no longer outstanding.
In
order to facilitate the Company’s capital raising efforts, the Board, at a meeting on May 16, 2023 (the “May Board Meeting”)
approved and authorized execution of a Settlement Agreement with James Tan (the “Tan Settlement Agreement”), pursuant to
which the Company agreed to issue to James Tan an aggregate of 478,200 restricted ordinary shares of the Company in full satisfaction
of all obligations of the Company under the Tan First Loan and the Tan Second Loan. On May 16, 2023, the Company issued to James Tan
an aggregate of 478,200 restricted ordinary shares pursuant to the Tan Settlement Agreement, in full settlement of all obligations of
the Company under the Tan First Loan and the Tan Second Loan. A copy of the Tan Settlement Agreement is attached hereto as Exhibit 10.1
and incorporated by reference. The foregoing summary of the terms of the Tan Settlement Agreement is subject to, and qualified in its
entirety, by such document. As of the date of this report, the Tan Third Loan remains outstanding.
Debt
Obligations and Settlement Agreements with 8i Holdings 2 Pte Ltd
On
November 17, 2022, the Company issued to 8i Holdings 2 Pte Ltd. (“8i Holdings 2”), a company owned by Mr. Meng Dong (James)
Tan, an interest-free convertible promissory note in the aggregate principal amount of $82,600 (the “8i Note”). Pursuant
to the 8i Note, on November 17, 2023, the maturity date, 8i Holdings 2 would have the right to convert the unpaid principal amount of
the 8i Note into ordinary shares of the Company based on the five day volume weighted average price of the Company’s ordinary shares
immediately preceding the maturity date.
At
the May Board Meeting, the Board approved and authorized execution of a Settlement Agreement with 8i Holdings 2 (the “8i Settlement
Agreement”) pursuant to which the Company agreed to issue 82,600 restricted ordinary shares of the Company to 8i Holdings 2 in
full satisfaction of all obligations of the Company under the 8i Note. On May 16, 2023, the Company issued to 8i Holdings 2 an aggregate
of 82,600 restricted ordinary shares pursuant to the 8i Settlement Agreement. A copy of the 8i Settlement Agreement is attached hereto
as Exhibit 10.2 and incorporated by reference. The foregoing summary of the terms of the 8i Settlement Agreement is subject to, and qualified
in its entirety, by such document.
Debt
Obligations and Settlement Agreements with Fook Meng Chan
On
November 17, 2022, the Company issued to Shine Link Limited (“Shine Link”), a company owned by Fook Meng Chan, a current
shareholder, an interest-free convertible promissory note in the aggregate principal amount of $119,0000 (“Shine Link Note”).
Pursuant to the Shine Link Note, on November 17, 2023, the maturity date, Shine Link would have the right to convert the unpaid principal
amount of the Shine Link Note into ordinary shares of the Company based on the five day volume weighted average price of the Company’s
ordinary shares immediately preceding to the maturity date. At the May Board Meeting, the Board approved and authorized execution of
a Settlement Agreement with Shine Link (the “Shine Link Settlement Agreement”) pursuant to which the Company agreed to issue
to Shine Link 119,000 restricted ordinary shares of the Company in full satisfaction of obligations under the Shine Link Note. On May
16, 2023, the Company issued to Shine Link an aggregate of 119,000 restricted ordinary shares pursuant to the Shine Link Settlement Agreement.
. A copy of the Shine Link Settlement Agreement is attached hereto as Exhibit 10.3 and incorporated by reference. The foregoing summary
of the terms of the Shine Link Settlement Agreement is subject to, and qualified in its entirety, by such document.
On
November 17, 2022, the Company issued to Menora Capital Pte Ltd (“Menora”), a company owned by Fook Meng Chan, a current
shareholder, an interest-free convertible promissory note in the aggregate principal amount of $87,500 (“Menora Note”). Pursuant
to the Menora Note, on November 17, 2023, the maturity date, Menora would have the right to convert the unpaid principal amount of the
Menora Note into ordinary shares of the Company based on the five day volume weighted average price of the Company’s ordinary shares
immediately preceding to the maturity date. At the May Board Meeting, the Board approved and authorized execution of a Settlement Agreement
with Menora (the “Menora Settlement Agreement”) pursuant to which the Company agreed to issue to Menora 87,500 restricted
ordinary shares of the Company in full satisfaction of all obligations under the Menora Note. On May 16, 2023, the Company issued
to Menora an aggregate of 87,500 restricted ordinary shares pursuant to the Menora Settlement Agreement. A copy of the Menora Settlement
Agreement is attached hereto as Exhibit 10.4 and incorporated by reference. The foregoing summary of the terms of the Menora Settlement
Agreement is subject to, and qualified in its entirety, by such document.
Debt
Obligations and Settlement Agreements with Kelvin Chen, our CEO
Kent
Ridge Healthcare Singapore Pte Ltd. (“KRHSG”) is a wholly-owned subsidiary of EUDA. Since KRHSG’s inception in November
2017 until the Business Combination in November 2022 (as previously disclosed in the Form 8-K filed on November 23, 2022), Dr. Kelvin
Chen, KRHSG’s founder, provided funding to pay for its start-up expenses and working capital. At the May Board Meeting, the Board
approved and authorized execution of a Settlement Agreement with Dr. Kelvin Chen (the “Chen Settlement Agreement”) pursuant
to which the Company agreed to issue to Dr. Kelvin Chen 850,306 restricted ordinary shares of the Company in full satisfaction of Dr.
Kelvin Chen’s claim for an aggregate amount of $850,306 (or approximately S$1,136,264.06) provided to KRHSG from time to time since
inception. On May 16, 2023, the Company issued to Mr. Chen an aggregate of 850,306 restricted ordinary shares pursuant to this Settlement
Agreement, a copy of which is attached hereto as Exhibit 10.5 and incorporated by reference. The foregoing summary of the terms of this
Settlement Agreement is subject to, and qualified in its entirety, by such document.
We
refer to the aggregate of 1,617,606 restricted ordinary shares of the Company issued in connection with the foregoing five settlement
agreements, attached hereto as Exhibits 10.1 through 10.5 and incorporated by reference, as the “Settlement Shares.” None
of the Settlement Shares or the Converted Shares have been registered under the Securities Act, or applicable state securities laws,
and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration
requirements.