UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ____

For the transition period from                  to           

Commission file number: 001-40678

EUDA HEALTH HOLDINGS LIMITED

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

60 Kaki Bukit Place, #03-01

Eunos Techpark, Singapore 415979

+65 6327 1110

(Address of principal executive offices)

Alfred Lim
Chief Executive Officer

60 Kaki Bukit Place, #03-01

Eunos Techpark, Singapore 415979

+65 6327 1110

alfred.lim@euda.com 

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of December 31, 2025, there were 1,890,375 ordinary shares outstanding (giving retroactive effect to the 1-for-20 reverse stock split effected on March 23, 2026).

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this annual report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing:

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒ Yes ☐ No

TABLE OF CONTENTS

INTRODUCTION

Unless otherwise stated in this Annual Report on Form 20-F (“Annual Report” or “Form 20-F”), or the context otherwise requires, references to “we,” “us,” “our” “EUDA” or the “Company” are to EUDA Health Holdings Limited, a British Virgin Islands exempt company and references to:

FORWARD-LOOKING INFORMATION

This Annual Report on Form 20-F contains “forward-looking statements” with respect to our financial condition, results of operations and business, plans, objectives and strategies. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “commit,” “advance,” “likely” or similar expressions that convey the prospective nature of events or outcomes. 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 factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by the Company and the following:

● we have failed to maintain a Minimum Market Value of Listed Securities (the “MVLS”) of $35 million required by the Nasdaq listing rules and if we do not regain compliance on or before October 20, 2026, our securities will be subject to delisting;

● we have experienced recurring losses from operations and negative cash flows from operations since 2020; and our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern;”

● we have identified material weakness in the Company’s internal control over financial reporting;

● uncertainties and risks relating to the Company’s recent strategic shift from medical services to the wellness industry;

● the ability to successfully integrate newly acquired businesses, adopt new business model and add new service offerings;

● the ability to successfully launch or benefit from an integrated digital health and rewards platform or that a utility token can be used on such platform;

● risks relating to direct sales of stem cell therapies rendered by third parties in China, and the litigation and regulatory risks associated with that;

● reliance on agreements or strategic relationships with third parties who have developed the technological solutions offered by the Company or the distribution rights to the services offered by the Company;

● geopolitical risk and changes in applicable laws or regulations, and regional economic, regulatory and competitive risks in different markets in Southeast Asia;

● the ability to raise additional capital to fund our operations;

● the accuracy of our projections and estimates regarding our expenses, capital requirements, cash utilization, and need for additional financing;

● expectations regarding the Company’s strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures;

● the ability to invest in growth initiatives and pursue acquisition opportunities;

● risks related to having a relatively new management team with limited experience of managing a public company;

● limited liquidity and trading of the Company’s securities;

● the ability to maintain the listing of the Company’s ordinary shares on Nasdaq;

● the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors;

and

● litigation and regulatory risks, including the diversion of management’s time and attention and the additional costs and demands on the Company’s resources.

These and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. The forward-looking statements are based on the current and reasonable expectations of our management but are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions or expectations.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this filing, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

PART I.

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Not Applicable.

Not Applicable.

We have failed to maintain a Minimum Market Value of Listed Securities (the “MVLS”) of $35 million required by the Nasdaq listing rules and if we do not regain compliance on or before October 20, 2026, our securities will be subject to delisting.

The Company received a written notice (the “MVLS Notice”) from Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) on April 23, 2026, indicating that the Company had failed to maintain a Minimum Market Value of Listed Securities (“MVLS”) of $35 million over the last 32 consecutive business days as required by the Nasdaq Listing Rule 5550(b)(2). The Company has been provided a period of 180 calendar days from the date of the MVLS Notice, or until October 20, 2026, in which to regain compliance (the “MVLS Compliance Period”). In order to regain compliance with Nasdaq Listing Rule 5550(b)(2), the Market Value of Listed Securities of the Company must close at $35,000,000 or more for a minimum of ten consecutive business days during the MVLS Compliance Period. In the event that the Company does not regain compliance with Nasdaq Listing Rule 5550(b)(2) within the MVLS Compliance Period, Nasdaq will provide notice to the Company that its listed securities will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities. However, there can be no assurances that Nasdaq would be able to regain compliance with all applicable requirements for continued listing on the Nasdaq Capital Market.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability continue as a “going concern.”

The Company had a net loss of approximately $2.8 million and $15.4 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company’s negative working capital deficit was approximately $4.8 million, and the Company had cash of approximately $0.3 million. The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020. In September 2023, we have streamlined our medical service operations to minimize any further losses as the demand in our services were much lower in the post Covid-19 era. It is currently expected that the Company will continue to have an ongoing need to raise additional cash from outside sources to fund its business operations and any expansion plan. There is no assurance that the Company’s capital raising efforts will be successful. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. Further, the Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements contained elsewhere in this Form 20-F do not include any adjustments that might result from the outcome of this uncertainty.

EUDA identified material weakness in the Company’s internal control over financial reporting, and if EUDA is unable to achieve and maintain effective internal control over financial reporting, this could have a material adverse effect on our business.

The Company produces our consolidated financial statements in accordance with the requirements of U.S. GAAP. Effective internal controls are necessary for EUDA to provide reliable financial reports to help mitigate the risk of fraud and to operate as a publicly traded company. Prior to the Business Combination, EUDA was a private company with limited accounting personnel and other resources with which to address internal controls and procedures. EUDA identified material weaknesses in the Company’s internal controls over financial reporting in connection with the audits of EUDA’s financial statements for the year ended December 31, 2025 and 2024. Our independent registered public accounting firm has not conducted an audit of our ICFR. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that was identified related to: (i) the lack of appropriate controls in the financial reporting process, specifically related to account reconciliations. As a result of this material weakness, the Company’s management concluded that our internal control over financial reporting was not effective as of December 31, 2025 and 2024. EUDA is in the process of developing a plan to remediate this material weakness and will continue to identify additional appropriate remediation measures. However, the material weakness will not be considered remediated until the remediation plan has been fully implemented, the applicable controls are fully operational for a sufficient period of time, and the Company has concluded, through testing, that the newly implemented and enhanced controls are operating effectively.

At this time, EUDA cannot predict the success of such efforts or the outcome of future assessments of the remediation efforts. As a public company, EUDA will be required to further design, document and test the Company’s internal controls over financial reporting to comply with Sarbanes-Oxley Act Section 404. If existing material weaknesses or control deficiencies are not remediated or if material weaknesses or control deficiencies occur in the future, EUDA may be unable to report the Company’s financial results accurately on a timely basis or help prevent fraud, which could cause EUDA’s reported financial results to be materially misstated and result in the loss of investor confidence or delisting and cause the market price of EUDA’s ordinary shares to decline. If we have material weaknesses in the future, it could affect the financial results that the Company reports or create a perception that those financial results do not fairly state EUDA’s financial position or results of operations. Either of those events could have an adverse effect on the value of the Company’s ordinary shares.

Further, even if EUDA concludes that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s results of operations or cause EUDA to fail to meet future reporting obligations. 

There is no assurance that the Company can achieve the desired strategic and financial benefits from its acquisition of CK Health

On May 8, 2024, the Company acquired all of the then issued and outstanding shares of Fortress Cove Limited, a British Virgin Islands business company (“FCL”) which was the sole legal and beneficial owner of the entire share capital of CK Health Plus Sdn. Bhd., a Malaysian company (“CK Health”) in the business of direct sales of wellness products, therapies and services, for an aggregate consideration of $15.0 million paid in the form of 428,571 shares (“Consideration Shares”) based on the $35.00 per share price pursuant to a Share Purchase Agreement dated May 6, 2024 (as amended and supplemented, the “CK Health Share Purchase Agreement”). EUDA accounted for the acquisition of FCL as the purchase of an asset under U.S. GAAP. The cost of the asset acquisition exceeds the fair value of FCL’s assets acquired and liabilities assumed pursuant to the CK Health Share Purchase Agreement. Although the Company plans to generate material sales revenue from CK Health’s holistic wellness consumer products and services (e.g., wellness therapies services, licensing services of bioenergy cabins, and a wellness membership program), there is no assurance that the Company can achieve the desired strategic and financial benefits from this acquisition. For the fiscal year ended December 31, 2025, CK Health has generated a total of approximately $2.0 million of revenue, representing approximately 29.3% of the Company’s total revenue.

CK Health has no experience in direct sales of stem cell therapy services rendered in China. There could be risks inherent in this new line of business that is not yet known to us at this time.

On April 22, 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), a prominent player in stem cell therapies and regenerative medicine, that develops autologous cell treatments and tailored medicines for various disorders. Key Lock is responsible for promoting and selling Guangdong Cell Biotech’s stem cell therapy packages, managing sales, market development and customer support. Pursuant to the collaboration agreement with Key Lock, CK Health has agreed to purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock has agreed to use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. CK Health has no experience in direct sales of stem cell therapy services. Since these therapy services are rendered in third-party treatment centers in China, there could be risks inherent in this new line of business that is not yet known to the Company at this time. CK Health does not have the exclusive right to sell Guangdong Cell Biotech’s stem cell services in Singapore or Malaysia. This collaboration agreement is terminable by either party with one month’s notice of termination. If Key Lock loses its rights to distribute services for Guangdong Cell Biotech, it is very likely that EUDA will also lose its rights to distribute Guangdong Cell Biotech’s stem cell therapies in Singapore and Malaysia.

There is no assurance that we will be able to successfully launch or benefit from an integrated digital health and rewards platform or that a utility token can be used on such platform.

There can be no assurance that we will be able to successfully create an integrated digital health and rewards platform, or that if and when such platform is launched, a utility token can be used by our agents and customers to redeem tokens for our services or products on such platform. While EUDA still has plans to create an integrated digital health and rewards platform which will use a utility token called QB Utility Token, the QB Utility Tokens are currently being developed by QB Limited, an unaffiliated third party in Hong Kong, and we cannot predict or assure you whether or when the QB Utility Tokens will be available for use in EUDA’s digital health and wellness ecosystem.

On April 24, 2026, EUDA and QB Limited entered into a Simple Agreement for Future Tokens pursuant to which EUDA has agreed to purchase an aggregate of 16 million QB Utility Tokens in two tranches: (i) 1 million QB Utility Tokens for $250,000; and (ii) within three (3) months thereafter, 15 million QB Utility Tokens for 500,000 ordinary shares of EUDA for which EUDA has agreed to file a resale registration statement within 90 days thereafter. Even if such QB Utility Tokens become available for use by EUDA, there can be no assurance that the use of QB Utility Tokens will achieve its intended objectives or generate expected benefits. Management will also need to manage the risks around any new or emerging regulations for utility token, which may not be known to us at this time. Any failure in the aforementioned could have a material adverse effect on our business and results of operations.

A significant shareholder of the Company holds demand registration rights for a significant number of ordinary shares and the resale of these shares could cause a significant decline on the trading price of the Company’s ordinary shares.

In connection with the acquisition of CK Health, the Company issued to the former shareholders of Fortress Cove Limited an aggregate of 428,571 ordinary shares, 40% of which were issued to Mr. Meng Dong (James) Tan (“Mr. James Tan”) who holds approximately 17.8% of the currently issued and outstanding ordinary shares of the Company. Mr. James Tan also has the right to demand the Company at any time in his sole direction to file a registration statement with the SEC for the resale of any or all of these 428,571 ordinary shares. The resale of these shares could cause a significant decline on the trading price of the Company’s ordinary shares.

Uncertainties and risks accompany our strategy to shift from medical services to the wellness industry.

In September 2023, the Company decided to streamline its medical service operations by closing down clinics to reduce overhead costs and further loss from operations as the demand in our services were much lower in the post Covid-19 era. This decision to streamline certain medical-related business unit represented a strategic shift that had a major effect on the Company’s medical services financial results, and qualifies as discontinued operations under ASC205-20. As a result, the Company’s current primary operations remained with its property management services. Although management has started to generate sales revenue from CK Health’s wellness consumer products and services, and is actively exploring opportunities to expand its wellness services offerings in the non-invasive healthcare market in Asia (e.g., by expanding its services offerings to include stem cell therapy services), there is no assurance that it will be successful in its efforts. See Item 4. “Information About the Company,”

EUDA will require additional funding through sale of either debt or equity securities to support its continuing operations and growth of business, and such funding may not be available on acceptable terms, or at all, and that may adversely impact EUDA’s business, financial condition, results of operations and growth potential.

The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020. EUDA’s operations have consumed substantial funds since inception. It will continue to require substantial funding to support its continuing operations. The Company also intends to continue to make significant investments to support business growth, respond to business challenges or opportunities, expand its products and services offerings, and potentially acquire complementary businesses and technologies. EUDA may seek to use equity or debt financings to raise additional funds to support its continuing operations and support growth initiatives.

In March 2024, the Company paid its two then executive officers and an executive director an aggregate of 14,769 ordinary shares in lieu of cash compensation to conserve cash. In March 2024, the Company and James Tan entered into a settlement agreement pursuant to which the Company issued to James Tan convertible note in the aggregate amount of $24,004 in full satisfaction of a then outstanding loan and extended the maturity date of the then outstanding loan to March 14, 2025. In March 2024, the Company and an affiliate of James Tan entered into a settlement agreement pursuant to which the Company issued James Tan’s affiliate a convertible note in the aggregate amount of $911,373 in full satisfaction of certain outstanding loans and service payments.

From January 1, 2025 to the date of this report, 8i Enterprises Pte Ltd (“8iEPL”), an affiliate of James Tan has extended a loan in the aggregate amount of $1,243,263 to EUDA. Alfred Lim has also provided an additional loan of SGD372,000  (or $276,558) to EUDA. All loans from Alfred Lim have been fully repaid in cash in March 2026. (see “Item 7B. Major Shareholders and Related Party Transactions”). During the fiscal year 2025 to the date of this report, an unaffiliated third party also extended a loan of $51,000 to EUDA. There are no assurances that related parties or unaffiliated third party will accept shares of the Company as payment for any of their future loans or services to the Company.

EUDA entered into certain Securities Purchase Agreements (the “Securities Purchase Agreements”), dated on or about February 24 and 25, 2026, with the accredited investors named therein for the purchase of an aggregate of 625,000 ordinary shares for an aggregate purchase price of $3,750,000 (the “March 2026 Offering”). The Company intends to use the net proceeds from the March 2026 Offering for general corporate purposes, including possible acquisitions or the expansion of its business and working capital.

On August 1, 2025, EUDA entered into a convertible promissory note purchase agreement dated as of August 1, 2025 (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) to purchase one or more convertible promissory notes (the “Notes”) in an aggregate amount not to exceed $10,000,000. Pursuant to the Purchase Agreement, the Purchaser purchased an initial $1,000,000 Note on August 1, 2025 (the “Initial Note”) which is convertible into newly-issued ordinary shares of the Company, at an 85% discount each time it converts. On September 19, 2025, the Company entered into a letter agreement with the Purchaser pursuant to which the Company delivered 2,081 ordinary shares to Purchasers for the conversion price of $18.02 per share, and waived any breaches by Purchaser of the Note and Agreement to date, in exchange for Purchaser agreeing not to make any further conversions of the Note until December 15, 2025, unless the Company’s closing stock price as reported on The Nasdaq Stock Market has been $40.00 or higher for three consecutive trading days, and waiving any breaches by the Company of the Note and Purchase Agreement. The Initial Note was subsequently fully converted into 32,555 shares. The Company does not intend to purchase any additional Notes under the Purchase Agreement. 

If EUDA raises additional funds through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior or similar to those of holders of ordinary shares. EUDA could also face additional restrictive covenants relating to capital-raising activities and other financial and operational matters if EUDA were to secure additional funds from such financing methods, which may make it more difficult for it to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, EUDA may not be able to obtain additional financing on commercially reasonable terms, if at all, especially during times of economic uncertainty, while failure to obtain sufficient funding in a timely manner could result in a delay and indefinite postponement of its plans. If EUDA is unable to obtain adequate financing or financing on terms satisfactory to the Company, it could have a material adverse effect on EUDA’s business, financial condition and results of operations. Any restructuring of EUDA’s current debt could also affect the financial condition of the Company. Failure to properly manage the Company’s debt-to-equity ratio could create a disproportionately large interest payment obligation, thereby adversely affecting the Company’s profitability.

The Company has an Interim Chief Financial Officer and its Company’s management team has limited skills related to experience managing a public company. Loss of any senior management or other key employees could adversely affect its business, financial condition, and results of operations.

Since September 3, 2024, Ms. Vivian Tay, has been serving as the Company’s Interim Chief Financial Officer while the Company searches for a full-time successor CFO. Ms. Tay is also currently the Accounts Director at 8i Enterprises Pte. Ltd. (“8iEPL”), of which Mr. James Tan is the sole shareholder and director.

The Company’s management team is comprised of Mr. Alfred Lim, the Chief Executive Officer and Ms. Vivian Tay, the Interim Chief Financial Officer. The Company’s management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. As a public company, the Company is subject to significant obligations relating to reporting, procedures and internal controls, and its management team may not successfully or efficiently manage such obligations. These obligations and scrutiny has required, and will continue to require, significant attention from the Company’s management and could divert their attention away from the day-to-day management of its business, which could adversely affect its business, financial condition, and results of operations.

EUDA’s future success depends on the Company’s ability to continue attracting, developing, motivating and retaining highly qualified and skilled employees. EUDA’s success also depends, to a significant extent, on the continued services of the individual members of the management team and the Board, who have substantial experience in the different jurisdictions in which they operate. Between June 2024 and February 2025, our former CEO and former CFO left EUDA. Between January and May 2023, four former independent directors left EUDA’s Board. Although highly qualified director nominees were subsequently identified and appointed to fill the vacancies, there is no guarantee that EUDA can continue to retain its current directors. As competition for qualified individuals in the industry could intensify, EUDA may incur significant time and costs to attract and replace key personnel, including Board members.

In addition, EUDA’s loss of any senior management or other key employees on EUDA’s inability to recruit and develop mid-level managers could materially and adversely affect the Company’s ability to execute its business plan and find adequate replacements. All of EUDA’s employees are at-will employees, meaning that they may terminate their employment relationship at any time, and their knowledge of EUDA’s business and industry would be extremely difficult to replace. If EUDA fails to retain talented senior management and other key personnel, or if the Company does not succeed in attracting well-qualified employees or retaining and motivating existing employees, its business, financial condition and results of operations may be materially adversely affected. There can be no assurance that any management team member will remain with EUDA. Any loss of the services of key members of the management team could have a material adverse effect on EUDA’s business and operations.

EUDA has incurred, and may incur, significantly increased costs and has continued to devote substantial management time as a result of operating as a public company.

As a public company, EUDA has incurred significant costs related to legal, accounting, listing, hiring of external consultants and advisors, and other expenses. EUDA expects that management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. EUDA may also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and establish an internal audit function.

Operating as a public company has also made it more expensive to obtain director and officer liability insurance and the Company may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for EUDA to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers.

As an emerging growth company, EUDA is subject to reduced reporting requirements applicable to emerging growth companies.

EUDA is an emerging growth company, as defined in the JOBS Act. For as long as EUDA continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The Company will remain an emerging growth company until the earlier of: (1) December 31, 2027 (the last day of the fiscal year following the fifth anniversary of the consummation of the Company’s initial public offering), (2) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (3) the last day of the fiscal year in which we are deemed to be a large accelerated filer, as defined in the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or (4) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. The Company has elected to avail itself of this exemption from new or revised accounting standards and, therefore, the Company will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Even after the Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow it to take advantage of many of the same exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404 and reduced disclosure obligations regarding executive compensation in this proxy statement and the Company’s periodic reports and proxy statements.

The Company cannot predict if investors will find its ordinary shares less attractive because the Company may rely on these exemptions. If some investors find the Company’s ordinary shares less attractive as a result, there may be a less active trading market for the ordinary shares and its market price may be more volatile.

Because of the Company’s public float, the impact of the actions taken by a few shareholders on the price of its ordinary shares may be amplified by the Company’s public float, and such price volatility may make it difficult for prospective investors to assess the value of the Company’s ordinary shares.

The Company’s ordinary shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of its business. Recently, companies with comparable public floats and public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, the Company’s public float may amplify the impact of the actions taken by a few shareholders on the price of its ordinary shares, which may cause its share price to deviate, potentially significantly, from a price that better reflects the underlying performance of its business. Should the Company’s ordinary shares experience run-ups and declines that are seemingly unrelated to the Company’s actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of the Company’s ordinary shares. In addition, investors in the Company’s ordinary shares may experience losses, which may be material, if the price of the Company’s ordinary shares declines after this offering or if such investors purchase ordinary shares prior to any price decline.

General Business-Related Risk Factors

Business and Operational

Our plan to engage third parties in an effort to establish longevity clinics in China may not materialize or succeed.

There is no assurance that we will be able to successfully execute our current strategy which is focused on establishing a longevity clinic in Shenzhen, China to distribute our products and services through one or more third parties. At this time, EUDA has not entered into any legally binding agreements with any party for such longevity clinic. Even if such agreement is executed, there is no assurance that EUDA or any of its contracting third parties will be able to obtain the requisite government approvals required for the establishment of such clinics, and even so, without significant delay. There is significant execution and operational risk. Even if a longevity clinic is established, there can be no assurance that EUDA will benefit from its arrangement with one or more third parties to achieve its intended objectives or generate expected benefits. If the clinic underperforms or the strategy fails to attract patients and generate revenue, EUDA could incur substantial financial losses, which may negatively affect cash flow, profitability, and overall investment value. Any failure in the aforementioned could have a material adverse effect on our business and results of operations.

EUDA could incur significant upfront costs in client acquisitions and relationships, and if the Company is unable to maintain and grow these client relationships over time, EUDA is likely to fail to recover these costs or major part of it, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

EUDA derives most of its revenue from additional services required from clients and subscription access fees. The costly initial upfront investment of the Company’s business model and the recognition of associated revenue on a ratable basis renders the Company substantially dependent on achieving economies of scale. Additionally, EUDA devotes significant resources to establish relationships with the Company’s clients and implement solution and related services. Accordingly, EUDA’s results of operations will substantially depend on the Company’s ability to deliver a successful experience for both clients and members and continue maintaining and growing its relationship with the Company. EUDA’s client acquisition costs could also increase faster than revenue as the business continues to grow and expand, and EUDA may be unable to reduce total operating costs through economies of scale such that the Company is unable to achieve desirable profitability. If EUDA fails to achieve appropriate economies of scale or fails to manage or anticipate the evolution and in future periods, demand, of the subscription access fee model, the Company’s business, financial condition and results of operations could be materially adversely affected.

EUDA’s expansion into bioenergy cabins therapies and other wellness services may not yield expected returns, which could materially and adversely affect the Company’s business, financial condition, and results of operations.

EUDA has allocated significant resources to sales of CK Health’s wellness consumer products and services and exploration of opportunities in other wellness services (which include direct sales of stem cell therapies in Singapore and Malaysia). The acquisition of CK Health and the direct sales of bioenergy cabins therapy packages has continued to require considerable upfront costs which include costs related to setting up three centers in Malaysia, consultancy and licensing fees. On April 22, 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), a prominent player in stem cell therapies and regenerative medicine, that develops autologous cell treatments and tailored medicines for various disorders. Key Lock is responsible for promoting and selling Guangdong Cell Biotech’s stem cell therapy packages, managing sales, market development and customer support. Pursuant to the collaboration agreement with Key Lock, CK Health has agreed to purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock has agreed to use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. Stem cell therapies is a relatively new service in a nascent market in China. Once CK Health starts to sell stem cell therapies packages in Singapore and Malaysia, it expects to incur significant marketing costs. If anticipated consumer demand, regulatory approvals, or projected growth from these initiatives are not realized, the Company may not recover its investments, which could materially and adversely affect its business, financial condition, and results of operations.

EUDA’s reliance on the Southeast Asian and Chinese markets for its wellness services and stem cell therapies exposes it to regional economic, regulatory, and competitive risks that could adversely impact its growth and profitability.

EUDA’s business model is heavily reliant on the non-invasive healthcare markets and economies of Southeast Asia and China. These populous markets are exposed to volatile economic conditions, stringent healthcare regulations, and shifting consumer preferences. The Company’s wellness services (including the stem cell therapy which became available to CK Health for direct sales in Singapore and Malaysia starting late April 2025) depend on sustained demand from aging populations and targeted consumer segments. Economic volatility, regulatory changes, or failure to achieve broad market acceptance could hinder EUDA’s ability to meet its expansion goals. Additionally, competition from established and emerging players in the non-invasive healthcare sector may make it hard for us to penetrate the market and adversely impact growth prospects, operations, and its financial condition.

The non-invasive healthcare and biotechnology industries are rapidly evolving, and if EUDA Health’s services fail to remain competitive or gain market acceptance, its business prospects could be materially harmed.

The non-invasive healthcare market for EUDA’s wellness services (including the stem cell therapies which became available to CK Health for direct sales in Singapore and Malaysia in late April 2025) are in their early stages of development and subject to rapid technological and regulatory changes. EUDA’s success will depend on its ability to demonstrate the efficacy and value of its bioenergy cabins therapies which claim to enhance detoxification and vitality, and of the stem cell therapies (it plans to sell), which claim to target various disorders. If consumers, healthcare providers, or regulators question the safety, effectiveness, or affordability of these offerings, or if competitors introduce superior alternatives, EUDA’s services may not achieve the anticipated market adoption. Negative publicity regarding patient outcomes, data privacy, or regulatory compliance in these fields could further hinder acceptance, materially impacting the Company’s business, financial condition, and results of operations.

EUDA’s future success will largely depend on the integration, performance, and market execution risks of stem cell therapies developed by a third party.

Success of EUDA’s direct sales of stem cell therapies will largely depend on the efficacy of the stem cell therapy services rendered by Guangdong Cell Biotech in one of its treatment centers in China, and its ability to effectively operate its treatment centers, expand storage capacity, and deliver tailored regenerative treatments. Any delays or failures to align strategic objectives, or meet quality and service standards could significantly harm EUDA’s brand and reputation. Additionally, the premium nature of stem cell treatments and storage may limit demand if economic conditions weaken or competitors offer more accessible alternatives. Since EUDA’s ability to sell stem cell therapies will depend on its agreement with an authorized distributor of Guangdong Cell Biotech, the loss of such agreement, failure to achieve targeted storage and treatment volumes, or reputational damage from operational missteps could have a material adverse effect on EUDA’s business, market presence, and financial condition.

EUDA’s short operating history and the rapidly evolving nature of the industry make it difficult to assess the Company’s success and predict the risks and challenges it may encounter.

As EUDA’s business operations began only in 2019, its short operating history, the recent shift of business from medical services to the wellness industry, and plan to launch a digital health and rewards platform and invest in a utility token to be developed by a third party on such platform, make it difficult to evaluate and assess the likelihood of EUDA’s success, its future business and prospects, and the risks and challenges that EUDA may encounter. These risks and challenges include EUDA’s ability to:

Any failure to address the risks and difficulties that EUDA faces, including those associated with the challenges listed above and elsewhere in this “Risk Factors” section, could adversely affect EUDA’s business, financial condition, and results of operations. If EUDA’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if EUDA does not address these risks effectively and efficiently, EUDA’s results of operations could differ materially from its expectations and EUDA’s business, financial condition and results of operations would be adversely affected.

The industry that EUDA operates in is highly competitive and rapidly evolving, and if it is not able to compete effectively, its business, financial condition and results of operations may be adversely impacted.

EUDA operates in a highly competitive and rapidly evolving industry, and we expect that competition will increase as a result of consolidation in the healthcare industry and also from new entrants in the markets in which we operate. The Company’s future growth and success will depend on its ability to successfully compete with other companies that provide similar services and other healthcare organizations that seek to build and operate competing services and newer companies that provide similar services at substantially lower prices.

EUDA competes on the basis of various factors, including breadth and depth of services, reputation, reliability, quality, innovation, security, team, technology, platform robustness, price, industry expertise, and experience. If the Company is unable to maintain or improve its technology, management, healthcare, or regulatory expertise or attract and retain a sufficient number of qualified sales and marketing leadership and support personnel, the Company will be at a competitive disadvantage. Some competitors, in particular larger technology or technology-enabled consultative service providers, have greater name recognition, longer operating histories, and significantly greater resources than the Company does.

EUDA’s current or potential competitors may have greater resources financially and logistically than EUDA does, which may allow them to be less sensitive to changes in client preferences and more aggressive in pricing strategies, any of which could put the Company at a competitive disadvantage. As a result, competitors may be more adapt in responding to new or changing opportunities, technologies, standards, or trends and may have the ability to initiate or withstand substantial price competition. In addition, potential corporate clients frequently have requested competitive bids from the Company and competitors in terms of price and services offered and, if the Company does not accurately assess potential corporate clients’ needs and budgets when submitting proposals, EUDA may appear less attractive than those competitors, and the Company may not be successful in attracting new business. If EUDA’s prospective or current corporate clients fail to perceive the value of EUDA’s products and services, corporate clients could view competitors’ products to be more attractive. Increases in competition in the Company’s industry could reduce EUDA’s market share and result in price declines for certain services, which could negatively impact EUDA’s business, profitability, and growth prospects.

There is foreign exchange (FX) risk in EUDA’s business as we operate in multiple countries and exchange rates fluctuate, and that may cause FX-related losses or translation losses for the Company.

As EUDA operates in multiple countries, EUDA’s business could also face foreign exchange risks. To date, the Company’s revenue has been denominated in currencies such as Singapore dollars, and Malaysian ringgit, while EUDA also has intention to expand its operations in other parts of the Asian region. As its international contracts are denominated in the respective local currencies, EUDA’s operating results might be impacted from fluctuations in the value of reporting currency when translated. As the Company further expands internationally, its exposure to foreign currency exchange risk may increase as well. However, EUDA plans to move towards creating its own payment ecosystem through the introduction of its own digital currency in the future and that will help the Company in having a more standardized system and help reduce FX risks. The Company also has a certain level of natural hedge in the countries in which it operates as its revenues and major costs in individual markets are both denominated in the same currency.

EUDA’s growth depends on the success of the Company’s strategic relationships with third parties and partners.

EUDA anticipates that it will continue to depend on relationships with third parties, including partner organizations and technology and healthcare providers to grow the Company’s business. As of the date of this report, CK Health has signed two agency contracts giving it the exclusive rights to distribute certain collagens of “YOROYAL” brand in Malaysia, Vietnam and Indonesia, and certain bioenergy cabins in Malaysia. In April 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), a prominent player in stem cell therapies and regenerative medicine, that develops autologous cell treatments and tailored medicines for various disorders. Key Lock is responsible for promoting and selling Guangdong Cell Biotech’s stem cell therapy packages, managing sales, market development and customer support. Pursuant to the collaboration agreement with Key Lock, CK Health has agreed to purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock has agreed to use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. CK Health does not have the exclusive right to sell Guangdong Cell Biotech’s stem cell services in Singapore or Malaysia. This collaboration agreement is terminable by either party with one month’s notice of termination. If Key Lock loses its rights to distribute services for Guangdong Cell Biotech, it is very likely that EUDA will also lose its rights to distribute Guangdong Cell Biotech’s stem cell therapies in Singapore and Malaysia. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. The Company’s competitors may be more effective in incentivizing such potential partners to favor their products or services over EUDA’s. In addition, acquisitions of EUDA’s existing and potential partners by competitors could result in a decrease in the number of EUDA’s current and potential clients, as partners may no longer facilitate the adoption of EUDA’s services to potential clients.

If EUDA is unsuccessful in establishing or maintaining relationships with third parties, the Company’s ability to compete in the marketplace or to grow the Company’s revenue could be impaired and the results of operations may suffer. Even if the Company is successful, it cannot assure investors that these relationships will result in increased client use of its products and services offerings or increased revenue. While EUDA expects that these relationships will continue, it cannot guarantee that they will. Any material changes in government regulations, or the loss of these affiliations, could impair the Company’s ability to provide services to members and clients and could have a material adverse effect on the Company’s business, financial condition and results of operations.

If EUDA is not able to develop new competitive and market relevant services that are adopted by clients, or if EUDA fails to provide high quality support services required by its clients, EUDA’s growth prospects, revenues and operating results could be materially and adversely affected.

EUDA’s longer-term operating results and revenue growth will depend in part on its ability to successfully develop and sell new services that existing and potentially new clients want and are willing to purchase. EUDA needs to continuously invest significant resources to enhance existing, and introduce new services, and provide high-quality support services to clients and prospective clients. If EUDA is unable to predict or adapt to changes in user preferences or industry or regulatory changes, or if the Company is unable to add on or modify its services on a timely basis in response to those changes, clients may not purchase from EUDA, and EUDA’s services may be perceived as less competitive or somewhat obsolete. If EUDA’s products and services offerings are not responsive to the needs of clients, are not appropriately timed with market opportunity, or are not effectively brought to market, it could have a material adverse impact on operating results. EUDA’s success also depends on successfully providing high-quality support services to resolve any issues related to EUDA’s services, as they are important for the successful marketing and sale of services and for the renewal of existing clients. If EUDA fails to provide the appropriate after-sales service, including follow-up with clients after their cell therapies to ensure proper post-treatment support and care, the Company’s ability to sell additional services to existing clients would suffer and EUDA’s reputation with existing or potential clients would be harmed.

If EUDA fails to maintain brand awareness economically, business might suffer and it could adversely impact the Company’s operational and financial performance.

Maintaining awareness of EUDA’s brand in an economical manner is critical for the promotion of existing services and is an important element in attracting new clients and in attracting and retaining qualified employees. EUDA’s future growth is also expected to be driven by word of mouth accompanied by enhanced brand awareness. As EUDA seeks to differentiate itself from competitors, the success of brand awareness initiatives is crucial, which will depend largely on the effectiveness of marketing efforts and on the ability to provide reliable and useful services at competitive prices.

Additionally, clients might not associate the different brands EUDA owns under the broader umbrella of the EUDA brand. For example, customers might not associate a EUDA service as being under the EUDA brand or related to it, which may result in losing integration benefits to its competitors.

Moreover, third parties’ use of trademarks or similar branding could materially harm EUDA’s business or result in litigation and other costs. If EUDA fails to successfully maintain the Company’s brand or lower customer acquisition costs to maintain the Company’s brand, EUDA may fail to attract enough new clients or retain existing clients to the extent necessary to realize a sufficient return on brand-building efforts, and EUDA’s business and ability to attract and retain qualified employees could suffer, and thus adversely impact the Company’s operational and financial performance.

EUDA’s marketing efforts depend significantly on EUDA’s ability to receive positive references from existing clients.

EUDA’s marketing efforts depend significantly on EUDA’s ability to call upon current clients to provide positive references to new and potential clients. The loss or dissatisfaction of any client, especially long-term clients, could substantially harm EUDA’s brand and reputation, inhibit widespread adoption of the Company’s solutions and services and impair the Company’s ability to attract new clients and members and retain existing clients and members. Any of these consequences could lower EUDA’s annual net dollar retention rate and/or cause loss of future and potential revenue and thereby have a material adverse effect on EUDA’s business, financial condition and results of operations.

Future sales and business to clients based in different countries or EUDA’s international operations may expose the Company to risks inherent in international sales that, if realized, could adversely affect its business.

Over the longer term, EUDA may require significant resources and management attention for international expansion, which will subject EUDA to differing regulatory, economic and political risks. EUDA’s international expansion efforts may not be successful in creating demand for EUDA’s products and services outside of the Southeast Asian region, or in effectively selling the Company’s solutions in the international markets EUDA may enter, due to the Company’s limited experience with these international operations. In addition, EUDA will face risks in doing business internationally that could adversely affect EUDA’s business, including, but not limited to, the following:

As EUDA’s businesses operate internationally, the Company must adhere to the various laws and regulation of the respective jurisdictions. Failure to adhere to these regulations could put the Company at risk of statutory actions and cessation of operations and fines, litigation and compensation claims from customers which could have material adverse effect on the Company’s business, financial condition, and results of operations. If any arrangements and agreements EUDA has with its partners or customers are found to violate local laws and regulations, the Company’s business, financial condition and its ability to operate in those jurisdictions could be adversely impacted.

Legal (Compliance/Security)

EUDA could incur significant costs as a result of any claim or lawsuit of infringement of another party’s intellectual property rights.

There has been significant litigation in different parts of the world involving patents and other intellectual property rights in recent years. Companies that are in the technology industries are increasingly bringing and becoming subject to lawsuits alleging infringement of proprietary rights, particularly patent rights, and EUDA’s competitors and other third parties may hold patents or have pending patent applications that could be related to EUDA’s business. In the event that EUDA receives notices in the future that claim EUDA or its clients, who are using EUDA’s products and services have misappropriated or misused other parties’ intellectual property rights, particularly as competition grows and the functionality of applications amongst competitors overlap. If EUDA is sued or served a legal notice by a third party that claims that EUDA’s technology infringes its rights, the litigation, whether or not successful, could be extremely costly to defend, divert EUDA’s management’s time, attention and resources, damage EUDA’s reputation and brand and substantially harm EUDA’s business.

If EUDA is required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims or lawsuits against the Company or any obligation to indemnify the Company’s clients for such claims, such payments or costs could have a material adverse effect on the Company’s business, financial condition and results of operations.

If EUDA’s security measures fail to ensure protection of clients’ data, services may be deemed insecure and as a result the Company could incur significant liabilities, reputational harm, and loss of sales and clients.

Services provided by EUDA are highly dependent on clients’ data, which involve the storage and transmission of clients’ proprietary information, sensitive or confidential data, including valuable intellectual property and personal information of employees, clients and others, as well as protected health information. Due to the extreme sensitivity of the information EUDA stores and transmits, the security features of the Company’s computers and systems, network, and communications systems infrastructure are critical to the success of the Company’s business. A breach or failure in the Company’s security measures could occur from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks or ransom related attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors, or catastrophic events.

As cyber threats continue to evolve with the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks, EUDA may be required to expend additional resources to continue to enhance information security measures or to investigate and remediate any information security vulnerabilities. If EUDA’s security measures fail or are breached, it could result in unauthorized persons accessing sensitive client data and a loss of or damage to the Company’s data, resulting in an inability to access data sources, process data, or provide services to the Company’s clients. The occurrence of such failures or breaches of EUDA’s security measures, or any inability to effectively resolve such failures or breaches in a timely manner, could severely damage the Company’s reputation, adversely affect client or investor confidence in the Company, and reduce the demand for its services from existing and potential clients. In addition, EUDA could face litigation, damages for contractual breaches, monetary penalties, or regulatory actions for violation of applicable laws or regulations and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. While EUDA has outsourced security measures to a third-party agency as preventive measures to protect the integrity of the Company’s clients’ and members’ information, this solution might not be comprehensive enough to ensure the safety of such data. Although EUDA maintains adequate insurance coverage covering certain security and privacy damages and claim expenses, EUDA may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security lapse or a breach related incident.

EUDA may experience cyber-security and other breaches that may remain undetected for an extended period as cyber-attack techniques constantly evolve. EUDA also may not be able to comprehensively anticipate such cyber security threats as they may not be recognized until the breach occurs. As such, EUDA may be unable to implement adequate preventive measures and the Company’s actions would be limited to being reactive in nature. EUDA also cannot ensure the complete integrity or security of such data in the Company’s systems in the event that the Company’s clients authorize or enable third party access to the information stored on the Company’s platforms and systems. If an actual or perceived breach of EUDA’s security occurs, or if EUDA is unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of the Company’s security measures could be harmed and it could lose sales and clients, which could have a material adverse effect on the Company’s business, operations, and financial results. EUDA could also be subjected to litigation from clients and providers in the event of such security breaches and that could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on the Company’s business, financial condition, or results of operations.

Although EUDA uses best efforts to maintain insurance coverage the Company deems adequate to address cyber-security, EUDA may find such coverage lacking or unavailable in certain instances which could have material adverse effect on the Company’s business, financial condition and results of operations.

ITEM 4. INFORMATION ABOUT THE COMPANY

Recent Development

Reverse Stock Split

On February 27, 2026, EUDA filed an Amended and Restated Memorandum and Articles of Association (the “A&R Charter”) with the BVI Registrar of Corporate Affairs, to, among other things, set out the Company’s ability to divide or combine its ordinary shares, including the ability to effect a share combination by way of resolution of directors or resolution of members.  On March 23, 2026, the Company effected a 1:20 reverse stock split of its shares of common stock. Share amount reported in this Report are giving retroactive effect to the 1-for-20 reverse stock split effected on March 23, 2026.

Investment in Utility Tokens To be Developed

EUDA has plans to create an integrated digital health and rewards platform which will use a utility token called QB Utility Token, the QB Utility Tokens are currently being developed by QB Limited, an unaffiliated third party in Hong Kong. On April 24, 2026, EUDA and QB Limited entered into a Simple Agreement for Future Tokens pursuant to which EUDA has agreed to purchase an aggregate of 16 million QB Utility Tokens in two tranches: (i) 1 million QB Utility Tokens for $250,000; and (ii) within three (3) months thereafter, 15 million QB Utility Tokens for 500,000 ordinary shares for which EUDA has agreed to file a resale registration statement within 90 days thereafter. Even if such QB Utility Tokens become available for use by EUDA, there can be no assurance that the use of QB Utility Tokens will achieve its intended objectives or generate expected benefits. See “Risk Factors - There is no assurance that we will be able to successfully launch or benefit from an integrated digital health and rewards platform or that a utility token can be used on such platform.”

History

Formation

Founded in 2019 and headquartered in Singapore, EUDA is committed to redefining the delivery of non-invasive healthcare across Southeast Asia and China. The Company targets the rapidly expanding non-invasive healthcare market, aiming to address the region’s evolving healthcare needs through innovative, technology-driven solutions. EUDA Health’s strategy is anchored in wellness services (including the bioenergy cabins therapies and the stem cell therapies which have recently become available to EUDA for direct sales), designed to deliver accessible, holistic, and transformative care.

In January 2020, EUDA acquired 100% of the equity interests in Super Gateway Group Limited (“SGGL”), a property management service company that services shopping malls, business office building, or residential apartments. EUDA aimed to build an Omni-channel health care and products platform in economies of scale and cross-sell opportunities and allows our management services section to expand into new and different verticals of management services in the medical field.

Share Purchase Agreement

On November 17, 2022 (the “Closing Date”), the Company consummated the business combination contemplated by the Share Purchase Agreement (the “SPA”) between 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EHL”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EUDA was effected by the purchase by 8i of all of the issued and outstanding shares of EUDA from the Seller (the “Share Purchase”), resulting in EUDA becoming a wholly owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i has changed its name to “EUDA Health Holdings Limited.” The transactions contemplated under the SPA relating to the Share Purchase are referred to herein as the “Business Combination.”

Pursuant to the terms of the SPA, upon the consummation of the Business Combination (the “Closing”), any and all outstanding units of 8i, composed of one ordinary share of 8i, no par value (the “8i Ordinary Shares”), one warrant (the “8i Warrants”), with every two 8i Warrants entitling the registered holder to purchase one 8i Ordinary Share, and one right to receive one-tenth (1/10) of one 8i Ordinary Share upon the consummation of an initial business combination (the “Rights”) (collectively, the “Units”) were separated into their component parts and the 8i Ordinary Shares and 8i Warrants were re-designated on a one-for-one basis, and the Rights were converted (at the rate of one-tenth (1/10) of a share for each outstanding Right), into ordinary shares of EUDA Health Holdings Limited, no par value (the “Company Shares”). The Company’s shareholders of record (the “Shareholders”) are entitled to one vote for each Company Share held on all matters to be voted on by Shareholders. Shareholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Company Shares. The Company Shares and warrants (the “Warrants”) are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “EUDA” and “EUDAW,” respectively.

Streamlining of Medical Services – September 2023

In September 2023, the Company decided to streamline its medical service operations by closing down clinics to reduce overhead costs and further loss from operations as the demand in our services were much lower in the post Covid-19 era. This decision to streamline certain medical-related business unit represented a strategic shift that had a major effect on the Company’s medical services financial results, and qualifies as discontinued operations under ASC205-20. See “Note 5 – Discontinued Operations” of consolidated financial statements for the fiscal years ended December 31, 2025, 2024 and 2023 for details. As a result, the Company’s current primary operations remained with its property management services. However, management is actively seeking new investments and businesses to acquire or develop other healthcare services.

Acquisition of CK Health – May 2024

On May 6, 2024, the Company entered into a Share Purchase Agreement with certain persons named therein (the “Share Purchase Agreement”) for the acquisition of all outstanding shares of Fortress Cove Limited, a British Virgin Islands company which is the sole legal and beneficial owner of the entire share capital of CK Health Plus Sdn Bhd, a Malaysian company (“CK Health”) in the direct sale business of holistic wellness consumer products in Malaysia. Pursuant to the Share Purchase Agreement, we have agreed to acquire the entire issued capital of CK Health for an aggregate consideration of $15.0 million paid in the form of 428,571 shares (“Consideration Shares”) based on the $30.00 per share price pursuant to the CK Health Share Purchase Agreement. An additional one million ordinary shares will be issued to the persons named in the Share Purchase Agreement if certain financial performance milestones based on CK Health’s net income for the fiscal years 2024 and 2025 are met. The acquisition closed on May 8, 2024. Meng Dong (James) Tan, a significant shareholder of EUDA is also a 40% shareholder of Fortress Cove Limited. For the fiscal year ended December 31, 2025, revenue generated from CK Health accounted for approximately 29% of our total revenue.

Collaboration Agreement with Key Lock – April 2025

On April 22, 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), a prominent player in stem cell therapies and regenerative medicine, that develops autologous cell treatments and tailored medicines for various disorders. It currently has 37 established stem cell and DNA medical treatment facilities in China and presence in Indonesia and Cambodia. Pursuant to the terms of a distribution agreement between Guangdong Cell Biotech and Key Lock dated April 21, 2025, Key Lock is responsible for promoting and selling Guangdong Cell Biotech’s stem cell therapy packages, managing sales, market development and customer support. Pursuant to the collaboration agreement between CK Health and Key Lock, CK Health has agreed to purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock has agreed to use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. This collaboration agreement is terminable by either party with one month’s notice of termination.

Property Management Services

EUDA’s sales and marketing department is primarily responsible for planning and developing its overall marketing strategy, conducting market research, coordinating the sales and marketing activities to attract new customers and maintain and strengthen relationships with existing customers, managing the efforts in relation to tender bids and negotiating the terms of EUDA’s property management service and security service contracts. The team will explore and establish information channels for business development and market research purposes. Such information channels include websites or other platforms on which property developers or property owners’ associations announce tender opportunities, uncovering business opportunities by way of recommendation or frequent communication with customers and other industry players, and organizing promotional events to showcase EUDA’s service offerings.

Furthermore, EUDA implements various incentive measures to encourage the sales teams to obtain property management service contracts of properties developed by third-party developers through research and analysis of and communication with target customers in the real estate industry and taking advantage of EUDA’s resources and expertise. In addition, various communication channels are adopted to explore more opportunities to provide EUDA’s Property Management Services that are customized and tailored to the specific localities to bring convenience to local property owners and residents. EUDA continually seeks business cooperation opportunities with third-party merchants to enhance the width and depth of its services.

Revenues from EUDA’s property management services increased from approximately $3.9 million for the year ended December 31, 2024 to approximately $4.4 million for the year ended December 31, 2025. EUDA generates revenue primarily from services in connection with property management service fees. Property management service fees are obtained from contractually recurring revenue from common area management and security management services which it provides to retail and residential properties.

Recent Offerings

On June 23, 2025, EUDA entered into an At The Market Offering Agreement (the “ATM Agreement”) with Chardan Capital Markets LLC (“Chardan”). Pursuant to the ATM Agreement, The Company may issue and sell through or to Chardan, as sales agent and/or principal, up to $10,000,000 of its ordinary shares, at no par value (the “ATM Shares’), from time to time during the term of, and on the terms set forth in, the ATM Agreement.

The Company filed a prospectus supplement relating to the offer and sale of the ATM Shares which forms a part of its Registration Statement on Form F-3 (File No. 333-282723), which was filed with the Securities and Exchange Commission on October 18, 2024 and declared effective on November 4, 2024. Subject to the terms and conditions of the ATM Agreement, Chardan may sell Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended Chardan will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Chardan a commission equal to 3.0% of the gross sales proceeds of any Shares sold directly into the market, and 7.0% if sold through institutional or broker-to-broker “block” transactions under ATM Agreement.

The Company is not obligated to make any sales of the ATM Shares under the ATM Agreement. The offering of the ATM Shares will terminate upon the earlier of (i) the sale of all Shares subject to the ATM Agreement or (ii) termination of the ATM Agreement in accordance with its terms.

EUDA entered into certain Securities Purchase Agreements (the “Securities Purchase Agreements”), dated on or about February 24 and 25, 2026, with the accredited investors named therein for the purchase of an aggregate of 625,000 ordinary shares for an aggregate purchase price of $3,750,000 (the “March 2026 Offering”). The ordinary shares were issued and sold pursuant to the Company’s prospectus dated November 4, 2024 and a prospectus supplement dated March 2, 2026 (the “Prospectus Supplement”). The Company intends to use the net proceeds from the March 2026 Offering for general corporate purposes, including possible acquisitions or the expansion of its business and working capital.

The Company entered into a securities purchase agreement dated November 26, 2025 with an accredited investor for the purchase of a warrant that was immediately exercisable into up to 100,000 newly issued ordinary shares of the Company. The warrant was amended on December 16, 2025 and January 13, 2026. On February 27, 2026, the Company repurchased the warrant in full for a total purchase price of US$125,000. Following the repurchase, the warrant was cancelled and is no longer outstanding. As a result of this transaction, there are no warrants remaining under this agreement, and the potential issuance of shares associated with the warrant has been fully eliminated.

On August 1, 2025, EUDA entered into a convertible promissory note purchase agreement dated as of August 1, 2025 (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) to purchase one or more convertible promissory notes (the “Notes”) in an aggregate amount not to exceed $10,000,000. Pursuant to the Purchase Agreement, the Purchaser purchased an initial $1,000,000 Note on August 1, 2025 (the “Initial Note”) which is convertible into newly-issued ordinary shares of the Company, at an 85% discount each time it converts. The Company filed a prospectus supplement relating to the offer and sale of the Notes pursuant to the Purchase Agreement, which forms a part of its Registration Statement on Form F-3 (File No. 333-282723), which was filed with the Securities and Exchange Commission on October 18, 2024 and declared effective on November 4, 2024.

On September 19, 2025, the Company entered into a letter agreement with the Purchaser pursuant to which the Company delivered 2,081 ordinary shares to Purchasers for the conversion price of $18.02 per share, and waived any breaches by Purchaser of the Note and Agreement to date, in exchange for Purchaser agreeing not to make any further conversions of the Note until December 15, 2025, unless the Company’s closing stock price as reported on The Nasdaq Stock Market has been $40.00 or higher for three consecutive trading days, and waiving any breaches by the Company of the Note and Purchase Agreement. The Initial Note was subsequently fully converted into 32,555 shares. The Company does not intend to purchase any additional Notes under the Purchase Agreement.

Industry Challenges

Lack of Access to Healthcare

During the outbreak of the COVID-19 pandemic, many Asia-Pacific countries experienced first-hand suffering from a lack of resilient health systems to provide timely and quality care. The impact varied across nations and populations but there has been a disproportionate impact upon the most vulnerable populations. While the number of doctors per 1,000 people varies widely across Asia-Pacific countries and territories, it is generally lower than the OECD average and is unlikely to meet rising health needs. Patients have faced challenges gaining access to affordable and timely health care especially in communities that are traditionally underserved, such as those in remote or rural areas with few health facilities and medical staff.

Aging population to strain healthcare resources

The aging population is becoming one of the most pressing challenges for healthcare systems globally. According to the World Health Organization (“WHO”), by 2030, 1 in 6 people in the world will be aged 60 years or older, and by 2050, the number of people aged 60 and above will double to 2.1 billion. This demographic shift is primarily driven by longer life expectancy and declining birth rates, particularly in developed and emerging economies. As the elderly population grows, healthcare systems must adapt to meet their complex medical needs.

Older adults are more likely to suffer from multiple chronic conditions such as heart disease, diabetes, arthritis, and dementia. In the United States, for example, around 80% of adults aged 65 and older have at least one chronic condition, and 68% have two or more. These conditions require long-term management, regular monitoring, and often expensive medications or treatments. This leads to increased hospital admissions, longer stays, and higher healthcare expenditures—placing a heavy financial and operational burden on healthcare infrastructure.

In addition to rising costs, healthcare systems are also facing workforce shortages and capacity limitations. The demand for geriatricians, nurses, and long-term caregivers is growing faster than the supply. According to the WHO, the global shortage of health workers could reach 10 million by 2030, especially in low- and middle-income countries. Long-term care facilities are becoming overwhelmed, and informal caregivers—typically family members—are under increasing pressure. Without strategic investment in healthcare infrastructure, workforce development, and technology-driven solutions, countries may struggle to provide quality care to their aging populations.

Healthcare cost has outpaced economic growth

One of the most pressing challenges facing the healthcare industry today is the rapid rise in healthcare costs, which has consistently outpaced economic growth in many countries. While advances in medical technology, increased life expectancy, and expanded access to care have improved health outcomes, they have also driven up the cost of delivering care. In many economies, particularly those with aging populations and chronic disease burdens, healthcare spending is consuming a growing share of national GDP.

For instance, in OECD countries, healthcare expenditures have been rising faster than GDP for over a decade, creating sustainability concerns for both public health systems and private insurers. In the United States, healthcare spending reached approximately 18% of GDP, far surpassing other developed nations, with similar trends emerging in parts of Europe and Asia. This disconnect between healthcare spending and economic performance puts financial pressure on governments, businesses, and individuals alike.

As a result, many healthcare systems are being forced to make difficult choices, such as cutting services, increasing patient out-of-pocket costs, or delaying infrastructure investments. The growing cost burden also highlights the urgent need for systemic reform—focusing on value-based care, preventive health, digital innovation, and more efficient models of service delivery. Without proactive measures, the gap between rising healthcare costs and slower economic growth could compromise both access to care and long-term system sustainability.

Poor Medical Experience

Asia-Pacific has been burdened with a problem of an aging population, which is further accentuated by the lack of proper healthcare facilities in developing countries such as Indonesia. One of the key healthcare industry challenges is the limited availability of efficient and quality healthcare services. Patients and doctors are increasingly frustrated by the long wait times, in addition to the high costs associated with traditional medical consultations. There is an increased demand for more convenience, more emphasis on wellness and preventative services, and generally, more control over a person’s own healthcare. The COVID-19 pandemic has driven consumers to demand one-stop solutions for not only their medical needs, but also their overall wellness and educational information on the treatment options. According to a survey by Bain & Company, 72% of the people in Asia Pacific consider wait times to be one of the primary pain points in the healthcare system. Furthermore, the time taken for available traditional medical care services has increased the frustration of not only the aging population but young adults as well. For example, in Indonesia, the average time taken to visit a doctor is 4 hours whereas the average time spent in a doctor consultation is only 10 minutes. This clearly highlights a huge gap in the market which requires the industry leaders to pivot and explore better digital-health services in order to improve the healthcare landscape in the region.

Opportunities for EUDA

Combatting Rising Healthcare Costs

EUDA offers a dual approach to reducing healthcare costs with its bioenergy cabins and stem cell therapies. The bioenergy cabins promote detoxification, vitality enhancement, and immune system strengthening, providing an affordable, preventative health solution that reduces the need for long-term medical treatments. Management believes that stem cell therapies could replace or complement traditional, expensive treatments for chronic diseases, offering cost-effective alternatives by targeting the root causes of conditions such as diabetes, arthritis, and cardiovascular disease.

Expanding Access to Healthcare Services

To address healthcare access disparities, EUDA’s bioenergy cabins can be an essential tool for health and wellness maintenance in underserved regions. By promoting detoxification and immune function, the capsules provide an affordable option for people who may not have access to regular healthcare services. As to stem cell therapies, although currently, they must be performed at third party treatment centers in China, EUDA has plans to leverage telemedicine platforms to deliver consultations and treatments remotely, increasing access to cutting-edge therapies for patients in remote or underserved areas.

Reducing Healthcare Workforce Pressures

By promoting overall health and preventative care through its bioenergy cabins, EUDA can help reduce the demand for in-person healthcare visits and chronic disease management, alleviating pressure on healthcare professionals. The capsules’ focus on enhancing vitality and strengthening the immune system can reduce the incidence of illness, allowing healthcare workers to focus on more complex cases. In addition, management believes that stem cell therapies offer the potential to address chronic conditions more effectively, reducing long-term healthcare needs and improving patient quality of life.

Leading Healthcare Wellness Transformation

EUDA is uniquely positioned to drive the wellness transformation in healthcare. By combining bioenergy cabins and stem cell therapies, EUDA plans to offer a holistic approach to health improvement, addressing everything from detoxification and skin health to immune function and chronic disease prevention. As the healthcare landscape shifts toward preventative care, EUDA can leverage its products to offer natural, sustainable solutions that empower individuals to take control of their health before issues become more serious and costly.

Addressing Chronic Disease and Aging Population Needs

Stem cell therapies present a transformative solution to the aging population and the growing burden of chronic diseases. By offering regenerative medicine, EUDA hopes to provide therapies that target the root causes of conditions like osteoarthritis, heart disease, and neurodegenerative diseases, reducing the need for lifelong pharmaceutical treatments. Additionally, bioenergy cabins can play a role in improving overall health, promoting detoxification and enhancing vitality, helping elderly individuals maintain better quality of life and reducing reliance on long-term medical interventions.

Competitive Strengths

EUDA believes that the following competitive strengths helped differentiate it from its competitors:

Diverse and Synergistic Products and Services Offerings

EUDA’s strength lies in its dual-core business model that spans both bioenergy wellness products and stem cell therapies. The bioenergy cabins are formulated to promote detoxification, boost vitality, strengthen the immune system, and improve skin health, making them an effective daily wellness supplement. Meanwhile, the stem cell therapy EUDA plans to sell focuses on regenerative treatments for chronic illnesses, age-related degeneration, and tissue repair. This combination will allow EUDA to serve consumers from daily wellness support to cutting-edge therapeutic care.

Commitment to Scientific Rigor and Product Efficacy

EUDA prioritizes science-based innovation, with products and therapies developed through third parties’ extensive research and validation. The stem cell therapies are believed to be based on clinically tested protocols, while the bioenergy cabins are backed by studies supporting their functional health benefits. This focus on quality and efficacy helps build consumer confidence and establishes EUDA as a credible player in both the wellness and regenerative medicine spaces.

Early-Mover Advantage in Regenerative and Preventive Health

With increasing demand for natural wellness products and non-invasive regenerative treatments, EUDA has positioned itself as an early mover in markets that are still emerging. While many healthcare companies are focused solely on either reactive care or supplements, EUDA’s integrated approach gives it an early-mover advantage, allowing it to build brand recognition, clinical networks, and patient trust ahead of the curve.

Scalable International Business Model

EUDA has strategically designed its operations to be scalable across international markets, including Asia, the Middle East, and beyond. Its manufacturing and distribution infrastructure is adaptable to local regulatory frameworks, and its therapies and supplements are tailored to meet diverse cultural and healthcare preferences. Management believes that this flexibility will enable EUDA to respond quickly to new market opportunities and establish partnerships with clinics, wellness centers, and healthcare providers worldwide.

Customer-Centric Product Strategy

EUDA places a strong emphasis on understanding the real needs of consumers and patients. Its bioenergy cabins are developed to support daily energy, immunity, and skin health—issues commonly faced in modern lifestyles. Its planned stem cell therapies offering, on the other hand, will be tailored for patients seeking long-term healing or rejuvenation. This focus on outcome-based product development ensures ongoing relevance and customer loyalty.

EUDA’s Growth Strategy

EUDA’s growth strategies include the following:

Product Line Expansion

EUDA’s product line expansion focuses on deepening its core offerings in both bioenergy wellness and regenerative stem cell therapies to meet growing consumer and clinical demands. For its bioenergy cabins line, EUDA plans to introduce targeted formulations addressing specific health goals such as anti-aging, immune defense, energy enhancement, and skin revitalization, catering to a health-conscious demographic seeking natural, daily wellness support. On the therapeutic side, EUDA aims to broaden its stem cell applications to cover more complex conditions, including joint degeneration, cardiovascular issues, and skin regeneration, supported by ongoing research and clinical validation. This strategic expansion not only enhances product diversity but also strengthens EUDA’s positioning across both preventive and advanced care markets.

Geographical Expansion

EUDA’s geographical expansion strategy targets high-growth regions with increasing demand for wellness products and regenerative therapies. In the Asia-Pacific, the company is strengthening its footprint in countries like Malaysia, Singapore, and notably China, where rising middle-class health awareness and government support for biotech innovation create a fertile environment for both bioenergy cabins and stem cell treatments. EUDA plans to establish strategic partnerships with local clinics, wellness chains, and healthcare institutions in China to facilitate distribution and clinical collaboration. This phased, region-specific expansion allows EUDA to scale efficiently while addressing distinct consumer health needs across diverse global markets.

Strategic Partnerships and Alliances

EUDA’s growth will depend on its ability to build strategic partnerships and alliances across key markets and sectors. The company is actively forming collaborations with wellness centers, private clinics, hospitals, and healthcare providers to offer its stem cell therapies through established medical networks, accelerating adoption and enhancing treatment accessibility. For its bioenergy cabins, EUDA is looking at partnering with regional distributors, pharmacies, and health-focused retail chains to expand its market reach and improve product availability.

Brand Awareness and Consumer Education

EUDA places strong emphasis on brand awareness and consumer education as a key pillar of its growth strategy. The company is committed to building a trusted and recognizable brand that stands for scientific integrity, natural wellness, and regenerative innovation. To achieve this, EUDA is launching campaigns aimed at informing consumers about the benefits of bioenergy cabins for detoxification, vitality, immune support, and skin health, as well as raising awareness around the potential of stem cell therapies for long-term healing and rejuvenation. These initiatives include expert-led seminars, patient success stories, wellness workshops, and content marketing across both digital and traditional platforms. By empowering consumers with knowledge, EUDA not only increases product adoption but also builds long-term loyalty and trust in its offerings.

EUDA’s Solutions

EUDA is committed to redefining the delivery of non-invasive healthcare across Southeast Asia and China. The Company targets the rapidly expanding non-invasive healthcare market, aiming to address the region’s evolving healthcare needs through innovative, technology-driven solutions. EUDA’s strategy is anchored in wellness services, designed to deliver accessible, holistic, and transformative care.

EUDA currently provides property management services and direct sales of bioenergy cabin therapy packages. In addition, since late April 2025, it has expanded its offerings to include stem cell therapy services provided at third-party treatment centers in China.

EUDA expanded its wellness services through the acquisition of CK Health in 2024, a Malaysia-based innovator specializing in proprietary bioenergy cabins. These capsules designed to promote detoxification, enhance vitality, strengthen immune system function, and improve skin health – directly addressing the needs of Southeast Asia’s aging population, where one in five individuals is over 50 years of age. CK Health plans to deploy 1,000 capsules across the region, with each capsule expected to support three one-hour sessions per day. This initiative aligns with the growing demand for affordable, high-value wellness services.

On April 22, 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), responsible for promoting and selling its stem cell therapy packages, managing sales, market development and customer support. Pursuant to this collaboration agreement, CK Health has agreed to purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock has agreed to use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. This collaboration agreement is terminable by either party with one month’s notice of termination. EUDA’s stem cell therapy offering will focus on regenerative treatments for chronic illnesses, age-related degeneration, and tissue repair. This combination will allow EUDA to serve consumers from daily wellness support to cutting-edge therapeutic care.

Legal Proceedings

On May 10, 2024, EUDA was served a statutory demand (the “Statutory Demand”) pursuant to Section 155(1) of the British Virgin Islands Insolvency Act 2003 (the “Insolvency Act”) by Carey Olsen Singapore LLP ( “Carey Olsen”) for payment of an alleged total indebtedness of US$138,202.66 in connection with the purported legal services rendered between February and August 2023 pursuant to an alleged engagement letter dated February 22, 2023 signed by certain former directors of the Company purportedly acting on behalf of the Company. The Company is of the position that it is not liable to pay the amount demanded by Carey Olsen in the Statutory Demand. On May 24, 2024, the Company filed an originating application seeking an order to set aside the Statutory Demand, and for Carey Olsen to pay the Company’s costs of the application. The originating application was heard on January 30, 2025, following which it was adjourned to allow Carey Olsen to produce its work product. Following a further hearing of the Originating Application on May 1, 2025, the BVI Court found that there was a substantial dispute in respect of the Statutory Demand and ordered the Statutory Demand to be set aside, with costs ordered in favor of the Company.

As of December 31, 2025 and 2024, except as disclosed above, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.

Employees

We had 123 full-time employees as of December 31, 2025, including our two named executive officers. None of our employees are covered by collective bargaining agreements, and we have not experienced any strikes or work stoppages related to labor relations issues. We believe we have good relations with our employees.

Corporate Information

Our principal executive office is 60 Kaki Bukit Place, #03-01 Eunos Techpark, Singapore 415979. The phone number is +65 6327 1110. Our website is https://eudahealth.com/. The information contained on our website is not a part of this annual report.

SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov. You can also find more information about us on the SEC’s website. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

Facilities

Our headquarters are located in Singapore, where we leased one principal executive office. Our corporate headquarters is located at 60 Kaki Bukit Place, #03-01 Eunos Techpark, Singapore 415979, where we lease and occupy approximately 3,714 square feet of office space.

We believe our properties are suitable for the purposes for which they are being used and fit our needs.

The following diagram illustrates our corporate structure as of the date of this annual report.

Our headquarters are located in Singapore, where we leased one principal executive office. Our corporate headquarters is located at 60 Kaki Bukit Place, #03-01 Eunos Techpark, Singapore 415979, where we lease and occupy approximately 3,714 square feet of office space.

We believe our properties are suitable for the purposes for which they are being used and fit our needs.

ITEM 4A. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.” All amounts in included in the fiscal years ended December 31, 2025, 2024 and 2023 (“Annual Financial Statements”) are derived from our audited consolidated financial statements included elsewhere in this annual report. These Annual Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP.

5A. Operating Results

Overview

Summary of Business

On September 8, 2023, the Board of Directors held a Board meeting and all Members of Board of Directors has thoroughly reviewed the current market conditions and strategic considerations, and reached a resolution to streamline certain medical-related business units in the best interests of the Company and its shareholders. The Company has assessed the Board’s resolution about the streamlining of certain medical-related business unit and determined that it qualifies as discontinued operations under ASC205-20 because it represented a strategic shift that had a major effect on the Company’s medical services financial results. Following this transition, the Company’s primary operations remained focused on property management services. Since 2025, however, the Company has significantly expanded into holistic wellness and therapy-related services and products, including the direct sales of bioenergy cabin therapy packages and the provision of stem cell therapy services delivered through third-party treatment centers in China. In line with this shift, management continues to actively seek new investments and business opportunities to further develop and expand its healthcare and wellness service offerings.

Exiting discontinued operations often incurs restructuring costs, including severance payments, contract terminations, and asset impairments. These one-time expenses can strain liquidity, especially if they are higher than initially anticipated. Exiting discontinued operations and transitioning to a new strategic focus has continued to require time and resources, diverting attention away from revenue-generating activities. The transition period has continued to result in temporary liquidity constraints as the Company is still adjusting its operations and reallocates resources. Discontinuing certain operations is part of a broader strategic realignment aimed at enhancing long-term profitability and shareholder value. While strategic realignment may improve the Company’s overall financial health, impact on short-term liquidity is expected to continue during the transition period.

Related Party Transaction

On May 6, 2024, we entered into a Share Purchase Agreement with certain persons named therein (the “Share Purchase Agreement”) for the acquisition of all outstanding shares of Fortress Cove Limited (“Fortress Cove”), a British Virgin Islands company which is the sole legal and beneficial owner of the entire share capital of CK Health Plus Sdn Bhd, a Malaysian company (“CK Health”) in the direct sale business of holistic wellness consumer products in Malaysia. Pursuant to the Share Purchase Agreement, we have agreed to acquire the entire issued capital of Fortress Cove for an aggregate consideration of 500,000 newly issued ordinary shares, valued at approximately $15.0 million based upon the enterprise fair value of CK Health appraised by an independent third-party valuation firm. An additional one million ordinary shares will be issued to the persons named in the Share Purchase Agreement if certain financial performance milestones based on CK Health’s net income for the fiscal years 2024 and 2025 are met. For the years ended December 31, 2025 and 2024, CKHP’s net income did not reach the required milestone in either year; accordingly, the applicable performance conditions were not achieved. As a result, no additional contingent consideration is payable in connection with these milestones. The acquisition closed on May 8, 2024. Meng Dong (James) Tan, a significant shareholder of EUDA is also a 40% shareholder of Fortress Cove Limited. For the fiscal year ended December 31, 2025, revenue generated from CK Health accounted for approximately 29% of our total revenue.

Principal Factors Affecting Our Financial Performance

Retention of Key Management Team Members

Another key differentiating factor for us is the rich blended nature of our management team. Our management team comprises executives with extensive experience in the property management segments. The wide array of industries captured by our management team allows us to deliver superior products and services to our customers as the management team possesses an in-depth understanding of the pain points prevalent in the industry. The combination has also enabled us to address the market gap in the property management industry. However, the loss of any of our key executive team member might affect our quality of services clients are currently receiving and might lead to our clients to seek service from other property management providers.

Key Personnel Discharge of their Duties

If for any reason, one or more of our employees are unable to discharge their duties properly or in the best interest of us in the property management sector, that may have an adverse impact on our reputation and our brand and our attractiveness to retain our shopping malls, business office buildings, or residential apartments clients. We may as result potentially lose future revenue from our existing clients to retain our property management services.

Key Components of Results of Operations

Revenues

We generated revenues from property management services and holistic wellness consumer products and services. The property management services covers the management and security services for properties such as condominiums, residential apartments, business office buildings and shopping malls. The holistic wellness consumer products and services include CK Health’s sales of holistic wellness consumer products, wellness therapies services, licensing services of bioenergy cabins, and a wellness membership program.

Results of Operations

The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period. 

Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024

Revenue

Our breakdown of revenues by categories for the years ended December 31, 2025 and 2024, respectively, is summarized below:

Property management services

Our revenue from property management services increased by approximately $0.4 million or 11.4%, to approximately $4.4 million for the year ended December 31, 2025 from approximately $3.9 million for the year ended December 31, 2024. The increase was primarily attributable to increase of the average management service fees charged to the clients, for both with and without security guard services. For the year ended December 31, 2025, the average property management service fee without the security guard service was approximately $93,000 compared to approximately $72,000 for the same period in 2024. For the year ended December 31, 2025, the average property management service fee with security guard service was approximately $105,000 compared to approximately $79,000 for the same period in 2024. For the year ended December 31, 2025, we consistently managed 31 units of properties with security guard services and 12 units without security guard services. For the year ended December 31, 2024, we consistently managed 13 units of properties with security guard services and 39 units without security guard services.

Our percentage of property management services revenue from each property type are summarized as follows:

Historically, we provided more property management services in the residential apartments than in the commercial units during the years ended December 31, 2025 and 2024.

Holistic wellness consumer products and services

In connection with the acquisition of Fortress Cove in May 2024, we began generating revenue from holistic wellness consumer products and services through its operating subsidiary, CK Health. CK Health’s revenue streams include sales of holistic wellness consumer products, wellness therapies services, licensing services of bioenergy cabins, and a wellness membership program.

Disaggregated information of revenues from holistic wellness consumer products and services are as follows:

More than 8,419 and 4,071 members as of December 31, 2025 and 2024, respectively, had enrolled in the wellness membership program. We expect that revenues from holistic wellness consumer products and services will become a more meaningful contributor to our overall revenue base as we continue to expand our operations in the health and wellness sector.

Cost of Revenue

Our breakdown of cost of revenue by categories for the years ended December 31, 2025 and 2024, respectively, is summarized below:

Property management services

Our cost of revenues from property management services increased by approximately $0.2 million, or 5.5%, to approximately $3.4 million for the years ended December 31, 2025 from approximately $3.2 million for the same period in 2024. The increase in cost of revenues from property management services is in line with the increase of the revenue from property management services.

Holistic wellness consumer products and services

Cost of revenue associated with our holistic wellness consumer products and services primarily consists of the cost of purchasing holistic wellness products for resale, depreciation for bioenergy cabin that performed the therapies service, and compensation for service personnel.

Disaggregated information of cost of revenue from holistic wellness consumer products and services are as follows:

Gross Profit

Property management services

The gross profit percentage from property management services was 22.4% and 18.0% for the years ended December 31, 2025 and 2024, respectively. The increase of gross profit percentage of 4.3% was primarily attributable to improved labor cost efficiency, including better staffing utilization and optimized scheduling.

Holistic wellness consumer products and services

Disaggregated information of gross profit from holistic wellness consumer products and services are as follows:

For the year ended December 31, 2025, our holistic wellness consumer products and services segment generated total gross profit of approximately $2.0 million, with a gross margin of 82.2%, compared to gross profit of approximately $55,000 with a gross margin of 62.0% for the year ended December 31, 2024. The significant increase in gross profit was primarily due to the following.

Holistic wellness consumer products

Gross profit from holistic wellness consumer products increased to approximately $61,000 for the year ended December 31, 2025, compared to approximately $2,000 for the same period in 2024, primarily driven by increased sales volume of wellness consumer products. However, gross margin decreased to 15.0% from 74.1%, mainly due to a competitive pricing strategy adopted to maintain market competitiveness, as well as an inventory write-down of approximately $87,000.

Wellness therapies service

Gross profit from wellness therapies services increased to approximately $1.7 million for the year ended December 31, 2025, compared to approximately $42,000 for the same period in 2024, primarily driven by increased service volume. Gross margin improved to 97.5% from 56.1%, primarily attributable to enhanced operational efficiency, including higher utilization rates of therapist staff, which allowed fixed personnel costs to be leveraged over a larger volume of services.

Stem cell treatment service

Stem cell treatment services were newly introduced in 2025 and generated gross profit of approximately $217,000, with a gross margin of 100.0%, as the related revenue was recognized on a net basis.

Licensing service of bioenergy cabin

Gross profit from licensing services of bioenergy cabins decreased to approximately $6,000 for the year ended December 31, 2025, from approximately $7,000 for the same period in 2024. Gross margin decreased significantly to 11.9% from 100.0%, primarily due to the recognition of associated costs in the current year arising from a profit-sharing arrangement with a partner, whereas none were incurred in the prior year.

Wellness Membership Program

Gross profit from the wellness membership program increased to approximately $3,000 for the year ended December 31, 2025, from approximately $2,890 for the same period in 2024, primarily driven by increased enrollment of members in the wellness membership program.

Operating Expenses