Item
1.01 Entry into a Material Definitive Agreement.
Supplemental
Agreement With CEO
As
disclosed on the Form 8-K filed by EUDA Health Holdings Limited (“EUDA” or the “Company”) on May 26, 2023, EUDA
issued to Dr. Kelvin Chen, EUDA’s CEO, 850,306 restricted ordinary shares at $1.00 per share pursuant to a settlement agreement
between Dr. Chen and EUDA, dated May 16, 2023 (the “Chen Settlement Agreement”) in full satisfaction of Dr. Chen’s
claim for unpaid loans in the aggregate principal amount of $850,306 (or approximately S$1,136,264.06) of Kent Ridge Healthcare Singapore
Pte Ltd. (“KRHSG”), a wholly-owned subsidiary of EUDA. In order to comply with Nasdaq’s shareholder approval requirement
for issuance of stock to an executive officer of a company pursuant to Nasdaq Listing Rule 5635(c), EUDA, KRHSG and Dr. Chen amended
the Chen Settlement Agreement by entering into a Supplemental Agreement (the “Supplemental Agreement”) on June 6, 2023, so
that the shares issued to Dr. Chen would be issued at a per share price not less than the closing bid price of $1.47 per share on May
15, 2023, the day prior to the execution of the Chen Settlement Agreement.. Pursuant to the Supplemental Agreement, Dr. Chen has agreed
to release and discharge KRHSG of all claims in return for 578,439 ordinary shares at $1.47 per share, the closing bid price of EUDA
ordinary shares on May 15, 2023. Dr. Chen has agreed to forfeit and surrender 271,867 ordinary shares of the 850,306 ordinary shares
issued to him on May 16, 2023.
The
foregoing description of the Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to
the complete text of the Supplement Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”)
and incorporated by reference herein.
Amendments
to Prepaid Forward Agreements
As
disclosed on the Form 8-Ks filed by EUDA on November 7, 2022 and November 14, 2022, EUDA and certain institutional investors (the “Sellers”)
entered into agreements (the “Prepaid Forward Agreements”) for equity prepaid forward transactions (the “Prepaid Forward
Transactions”). On June 8, 2023, EUDA and the Sellers entered into amendments to the Prepaid Forward Agreements (together, the
“Amendments”), to amend the definition of “Maturity Consideration,” such that, Maturity Consideration shall consist
of 800,000 ordinary shares of EUDA to be issued to the each Seller by EUDA. Pursuant to the Prepaid Forward Agreements, the maturity
date of the Prepaid Forward Transactions (the “Maturity Date”) may be accelerated by the Sellers after any occurrence wherein
during any 30 consecutive trading-day period, the dollar volume-weighted average price of EUDA’s ordinary shares for 20 trading
days is less than $3.00 per share. Pursuant to the Amendments, the parties agreed that the Prepaid Forward Transactions shall be accelerated
as of the date of the Amendments, and accordingly, the 800,000 ordinary shares (or 1,600,000 ordinary shares in the aggregate), became
immediately due and payable to the Sellers upon execution of the Amendments. The Amendments provide the Sellers with registration rights
for the ordinary shares issuable as Maturity Consideration, and also prohibit the Sellers from selling such ordinary shares on any exchange
business day in an amount greater than 15% of the daily trading volume of EUDA’s ordinary shares on such day. In addition, as of
June 8, 2023 (the “Maturity Date”), the Sellers became entitled to retain (a) the remaining prepayment amount paid from EUDA’s
trust account to the Sellers upon consummation of EUDA’s business combination, and (b) the remaining ordinary shares held by each
Seller that were subject to the Prepaid Forward Transactions. Pursuant to the Amendments, no other fees, consideration or other amounts
are due to the Seller or EUDA upon the Maturity Date.
The
foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the two Amendments,
filed as Exhibits 10.2 and 10.3 to this Current Report and incorporated by reference herein.