424B5 1 form424b5.htm 424B5

 

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-282723

 

PROSPECTUS SUPPLEMENT NO. 3

(To Prospectus dated November 4, 2024)

 

EUDA HEALTH HOLDINGS LIMITED

 

Convertible Warrant

 

Up to 2,000,000 Ordinary Shares issuable upon exercise of the Warrant

 

Pursuant to a Securities Purchase Agreement dated November 26, 2025 (the “Purchase Agreement”) between us and Streeterville Capital, LLC, a Utah limited liability company and an accredited investor (the “Investor”), we sold to Investor a warrant (the “Warrant”) exercisable into 2,000,000 newly-issued ordinary shares, no par value each, of the Company (the “Warrant Shares”) for an aggregate purchase price of $100,000 (before fees and expenses). Pursuant to our prospectus dated November 4, 2024 (the “Base Prospectus), we filed a prospectus supplement on December 4, 2025 (the “Prospectus Supplement”) for the Warrant Shares. As of the date of this prospectus amendment (the “Supplement No. 3), the Warrant has not been exercised and no Warrant Share has been issued.

 

On December 16, 2025, the Company and Investor entered into a Warrant Amendment pursuant to which parties have agreed to (i) reduce the exercise price of the Warrant from $6.00 per share to $4.00 per share; and (ii) reduce the minimum closing price of the Company’s ordinary shares on Nasdaq required for a “Forced Exercise” (defined below) from $7.50 to $6.00. This Supplement No. 3 is being filed to update and supplement certain information contained in the Prospectus Supplement to reflect these changes to the terms of the Warrant. Each of the Base Prospectus, the Prospectus Supplement and the Supplement No. 3 forms a part of a registration statement (the “Registration Statement”) on Form F-3, as amended (File No. 333-282723) which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 4, 2024. This Supplement No. 3 may not be delivered or utilized except in combination with the Registration Statement and the Base Prospectus, including any amendments or supplements thereto. This Supplement No. 3 should be read in conjunction with the Registration Statement, the Base Prospectus and the Prospectus Supplement and if there is any inconsistency between the information in the Registration Statement, Base Prospectus or Prospectus Supplement and this Supplement No. 3, you should rely on the information in this Supplement No. 3.

 

Our ordinary shares are listed on the NASDAQ Capital Market under the symbol “EUDA”. On December 18, 2025, the closing price of our ordinary shares on the Nasdaq Capital Market was US$2.65.

 

There is no established trading market for the Warrant, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrant on any national securities exchange or other trading market.

 

Unless otherwise indicated in this prospectus supplement or the context otherwise requires, all references to “we,” “us,” “our,” “the Company,” and “EUDA” refer to EUDA Health Holdings Limited and its subsidiaries.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

 

No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this Supplement No. 3 or the accompanying prospectus in that jurisdiction. Persons who come into possession of this Supplement No. 3 or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe any restrictions as to, this offering and the distribution of this Supplement No. 3 and the accompanying prospectus applicable to that jurisdiction.

 

The date of this prospectus supplement is December 19, 2025

 

 
 

 

EXPLANATORY NOTE

 

This Supplement No. 3 is being filed solely to update and supplement certain information included in the Prospectus Supplement with certain information set forth below. If there is any inconsistency between the information in the Registration Statement, Base Prospectus or Prospectus Supplement and this Supplement No. 3, you should rely on the information in this Supplement No. 3. Capitalized terms that are used but not defined in this Supplement No. 3 are defined in the Prospectus Supplement.

 

Warrant Amendment

 

On December 16, 2025, the Company and Investor entered into a Warrant Amendment pursuant to which parties have agreed to (i) reduce the exercise price of the Warrant from $6.00 per share to $4.00 per share; and (ii) reduce the minimum closing price of the Company’s ordinary shares on Nasdaq required for a “Forced Exercise” (defined below) from $7.50 to $6.00.

 

It is not likely that the Investor will pay us the Exercise Price to exercise the Warrant unless among other things, our ordinary shares will trade above $4.00 during the ninety (90) days from the day of issuance of the Warrant (the “Cash Exercise Period”).

 

At the exercise price of $4.00 per share (the “Exercise Price”), the Warrant is currently “out of the money.” Unless and until among other things, the trading price of our ordinary shares will exceed the Exercise Price during the Cash Exercise Period, it is not likely that the Investor will pay us the Exercise Price in cash to exercise the Warrant.

 

There is no assurance that the conditions required for a Forced Exercise can be met, and that we can require the Investor to pay us the Exercise Price in cash during the Cash Exercise Period.

 

The highest closing price of our ordinary shares over the past 52 weeks as of the date of this prospectus is $6.30. Although we have the right to require the Investor to pay us the Exercise Price in cash for its exercise of the Warrant during the Cash Exercise Period if among other things, (i) the closing price of our ordinary shares on Nasdaq exceeds $6.00 per share for five (5) consecutive days within ninety (90) days from the day of issuance (the “Measurement Period”) of the Warrant, and (ii) the cumulative trading dollar volume (the “Cumulative Volume”) over the Measurement Period is at least $1,500,000, there is no assurance that these and other conditions required for a Forced Exercise will be met. Absent a Forced Exercise, we may not receive any cash proceeds from the Investor in connection with the Warrant exercise unless the Investor chooses to exercise the Warrant during the Cash Exercise Period.

 

USE OF PROCEEDS

 

Assuming full exercise of the Warrant in cash, we estimate that we will receive net proceeds of approximately $8,017,500 from this offering. We intend to use $4,400,000 of the net proceeds for marketing expenses with the remaining balance for general corporate purposes, including possible acquisitions or the expansion of our business and working capital. From time to time, we engage in preliminary discussions and negotiations with various businesses in order to explore the possibility of an acquisition or investment. However, as of the date of this prospectus supplement, we have not entered into any agreements or arrangements which would make any acquisition or investment probable.

 

Our management will have broad discretion to allocate the net proceeds of this offering. Pending the application of the net proceeds for these purposes, we may invest the net proceeds in short-term, investment-grade securities.

 

 
 

 

DILUTION

 

The net tangible book value of our ordinary shares as of June 30, 2025, was approximately $(4.0) million, or approximately $(0.11) per share. Net tangible book value per share is equal to the amount of our total tangible assets, less total liabilities, divided by the number of ordinary shares outstanding. Dilution in net tangible book value per share represents the difference between the amount per share paid by purchasers of ordinary shares in this offering and the net tangible book value per share of our ordinary shares immediately afterwards.

 

After deducting estimated offering expenses of approximately $82,500, our net tangible book value as of June 30, 2025, would have been approximately $4.03 million, or $0.10 per share. This represents an immediate increase in net tangible book value of $0.21 per share to existing stockholders and an immediate dilution of $3.90 per share to new investors purchasing ordinary shares in this offering.

 

Offering price per share      $4.00 
Net tangible book value per share as of June 30, 2025   (0.11)     
Increase per share attributable to new investors after giving effect to the offering   0.21      
As adjusted net tangible book value per share after this offering        0.10 
Dilution in net tangible book value per share to new investors       $3.90 

 

The calculations above are based on 37,807,491 ordinary shares issued and outstanding as of December 19, 2025, exclude the following:

 

  ● Up to 2,000,000 of our ordinary shares issuable upon exercise of the Warrant.
     
  ● 37,516 of our ordinary shares issuable upon conversion of convertible notes in the aggregate principal amount of $53,402 as of December 19, 2025 at a weighted-average exercise price of $1.42 per share.
     
  ● 4,458,625 of our ordinary shares issuable upon exercise of an aggregate of 8,917,250 outstanding warrants at a weighted-average exercise price of $11.50 per share.

 

 
 

 

CAPITALIZATION

 

The following table sets forth our capitalization as of June 30, 2025:

 

   As of June 30, 2025 
   Actual  

As Adjusted

(unaudited)

  

Pro forma as Adjusted

(unaudited)

 
Shareholders’ Equity               
Ordinary shares, unlimited authorized, 37,156,382 shares issued and outstanding, actual and 39,807,491 shares issued and outstanding, pro forma adjusted   47,829,228    8,100,000    55,929,228 
Accumulated deficit   (51,304,427)   (82,500)   (51,386,927)
Accumulated other comprehensive loss   (234,366)   -    (234,366)
Total shareholders’ deficit   (3,709,565)   8,017,500    4,307,935 
Noncontrolling interest   (16,755)   -    (16,755)
Total shareholders’ deficit   (3,726,320)   8,017,500    4,291,180 

 

You should read this capitalization table in conjunction with Use of Proceeds, the financial statements and notes thereto and other financial information incorporated by reference into this prospectus and any prospectus supplement. Our historical results do not necessarily indicate our expected results for any future periods.

 

 
 

 

Description of Warrant

 

The following summary of certain material terms and provisions of the Warrant does not purport to be a complete description of the Warrant, and is subject to the detailed provisions of, and qualified in its entirety by reference to, the Warrant.

 

Exercise of Warrant

 

Upon issuance, the Warrant will be immediately exercisable by the Investor into 2,000,000 newly-issued ordinary shares, no par value each, of the Company (the “Warrant Shares”) at an exercise price of $4.00 per share (the “Exercise Price”) for ninety (90) days from the issuance date (the “Cash Exercise Period”). The Cash Exercise Period may be extended by mutual agreement of the Company and the Investor. Exercise by the Investor shall be effectuated by submitting to Company (by delivery to Company or by email) a completed and signed Notice of Exercise. The Notice of Exercise shall be executed by Investor and shall indicate (i) the number of Warrant Shares to be issued pursuant to such exercise, and (ii) whether the exercise is a cashless exercise. A cashless exercise may only occur after the Cash Exercise Period has expired and after the Company has had the opportunity to repurchase any remaining portion of the then outstanding Warrant in cash for $0.0625 per Warrant Share (see “Repurchase Period” and “Cashless Exercise” below). Upon appropriate payment to the Company of the Exercise Price for the Warrant Shares, the Company shall promptly but in no event later than two (2) trading days following the Exercise Date or the Expiration Date, whichever applicable (the “Delivery Date”) approve the delivery by the Company’s transfer agent of the applicable Warrant Shares electronically via the DWAC system to the account designated by Investor on the Notice of Exercise. The Warrant is also subject to Forced Exercise if certain conditions are met. (See “Forced Exercise” below).

 

Forced Exercise

 

During the Cash Exercise Period, the Warrant can only be exercised for cash and the Company will have the right to require the Investor to exercise the Warrant in cash during the Measurement Period (the “Forced Exercise”) if (i) the closing price of the Company’s ordinary shares on Nasdaq is at or above $6.00 for five (5) consecutive trading days (the “Measurement Period”); (ii) the cumulative trading dollar volume over the Measurement Period (the “Cumulative Volume”) is at least $1,500,000; and (iii) the applicable Warrant Shares would be free trading upon delivery and eligible for immediate resale by the Investor. The number of Warrant Shares that Company may require Investor to purchase pursuant to a Forced Exercise will be limited to ten percent (10%) of the Cumulative Volume (the “Forced Exercise Share Limit”). Any Warrant Shares purchased by Investor during the Measurement Period would reduce the maximum number of Warrant Shares Company may require Investor to purchase pursuant to a Forced Exercise.

 

The Notice of Forced Exercise shall be executed by Company and shall indicate (i) the Measurement Period, (ii) the Cumulative Volume, (iii) the number of Warrant Shares to be purchased by Investor in the Forced Exercise and (iv) the purchase price of the Warrant Shares. In the event that a Forced Exercise, in whole or in part, will cause the Investor to own in excess of 9.99% of the ordinary shares outstanding on such date (the “Maximum Percentage”), the Investor shall notify the Company in writing within one (1) trading day of receipt of the Notice of Forced Exercise, or if Investor disputes any of the calculations used in the Notice of Forced Exercise. Investor shall remit to the Company within two (2) trading days of receipt of a Notice of Forced Exercise the funds to purchase the Warrant Shares set forth in the Notice of Forced Exercise (subject to the Forced Exercise Share Limit) along with a written instruction setting forth the DWAC delivery instructions for the Warrant Shares.

 

Repurchase Period

 

For a period of two (2) weeks following the end of the Cash Exercise Period (the “Repurchase Period”), the Company will have the right to repurchase any remaining portion of the then outstanding Warrant in cash for $0.0625 per Warrant Share under the Warrant.

 

 
 

 

“Cashless” Exercise

 

On the trading day immediately following the end of the Repurchase Period (the “Expiration Date”) and provided that there are outstanding Warrant Shares exercisable under the Warrant, the Investor will automatically be deemed to have made a “cashless” exercise of the Warrant, and the Company will be required to issue to the Investor one (1) ordinary share for every ten (10) outstanding Warrant Shares exercised under the Warrant.

 

At any time following a breach of any term or condition of the Warrant or of any covenant of the Purchase Agreement, the Investor will have the right to make a “cashless” exercise of the Warrant and the Company will be required to issue to Investor one (1) ordinary share for every five (5) outstanding Warrant Shares exercised under the Warrant after sending the Company a notice of the breach and giving the Company an opportunity to cure the breach within five (5) trading days.

 

Late Fees

 

If Warrant Shares are delivered later than the applicable Delivery Date, the Company agrees to pay, in addition to all other remedies available to Investor in the Purchase Agreement and the Warrant, a late charge equal to the greater of (i) $500.00 and (ii) 2% of the product of (1) the number of ordinary shares not issued to Investor on a timely basis and to which Investor is entitled multiplied by (2) the daily VWAP of the ordinary shares on the Delivery Date, rounded to the nearest multiple of $100.00 (such resulting amount, the “Warrant Share Value”) (but in any event the cumulative amount of such late fees for each exercise shall not exceed 200% of the Warrant Share Value), per trading day until such Warrant Shares are delivered (the “Late Fees”).

 

Capital Adjustments

 

If Company shall at any time prior to the expiration of this Warrant subdivide the ordinary shares, by split-up or stock split, or otherwise, or combine its ordinary shares, or issue additional ordinary shares as a dividend, the number of Warrant Shares issuable upon the exercise of the Warrant shall be automatically increased proportionately in the case of a subdivision, split or stock dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise Price and other applicable amounts, but the aggregate purchase price payable for the total number of Warrant Shares purchasable under the Warrant (as adjusted) shall remain the same.

 

Governing Law

 

The Warrant is governed by and construed the internal laws of the State of Utah.