UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of May 2024
Commission
File Number: 001-40678
EUDA
Health Holdings Limited
(Exact
Name of Registrant as Specified in its Charter)
1
Pemimpin Drive #12-07
One
Pemimpin Singapore 576151
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: +65 6268 6821
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form
40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
On
May 6, 2024, EUDA Health Holdings Limited ( “EUDA” and 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, EUDA has agreed to acquire the entire issued capital of CK
Health for an aggregate consideration of 10,000,000 newly issued ordinary shares (the “Consideration Shares”), valued at
$15.0 million. An additional one million ordinary shares (the “Additional Consideration 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. EUDA has agreed to file with the SEC a registration statement for the resale of the
Consideration Shares and the Additional Consideration Shares, if any. The acquisition is expected to close on May 8, 2024, subject
to customary closing conditions. A significant shareholder of EUDA is also a significant shareholder of Fortress Cove
Limited.
A
copy of the Share Purchase Agreement is attached hereto as Exhibit 10.1, and is incorporated by reference. The foregoing summary of the
terms of the Share Purchase Agreement is subject to, and qualified in its entirety, by such document.
EUDA
has issued a press release in connection with the Share Purchase Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference.
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Dated:
May 7, 2024 |
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EUDA Health Holdings Limited |
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By: |
/s/ Wei
Wen Kelvin Chen |
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Name: |
Wei Wen Kelvin Chen |
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Title: |
Chief Executive Officer |
Exhibit
10.1
Share
Purchase Agreement
BETWEEN
THE
PERSONS NAMED IN SCHEDULE 1 HERETO (as vendorS)
AND
EUDA
HEALTH HOLDINGS LIMITED (as purchaser)
conyers.com
TABLE
OF CONTENTS
1. |
INTERPRETATION |
3 |
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2. |
SALE
AND PURCHASE |
5 |
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3. |
CONSIDERATION |
5 |
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4. |
conditions
precedent |
5 |
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5. |
EARN
OUT |
6 |
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6. |
registration
rights |
6 |
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7. |
COMPLETION
ARRANGEMENTS |
7 |
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8. |
REPRESENTATIONS
AND WARRANTIES |
8 |
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10. |
Limitation
on LIABILITIES |
13 |
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11. |
FURTHER
ASSURANCES |
13 |
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12. |
COSTS |
13 |
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13. |
MISCELLANEOUS |
13 |
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14. |
NOTICES |
14 |
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15. |
HEADINGS |
15 |
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16. |
COUNTERPARTS |
15 |
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17. |
GOVERNING
LAW |
15 |
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Schedule
1 SALE SHARES |
22 |
THIS
AGREEMENT is dated.
BETWEEN:
(1) | The
persons named in schedule 1 hereto (each a “Vendor” and collectively
the “Vendors”); and |
(2) | EUDA
Health Holdings Limited, a business company incorporated and validly existing under the
laws of the British Virgin Islands, whose registered office is located at Clarence Thomas
Building, P.O. Box 4649, Road Town, Tortola, British Virgin Islands (the “Purchaser”). |
WHEREAS:
(A) | The
Vendors collectively own all of the issued shares with par value of US$1.00 each (the “Sale
Shares”) of Fortress Cove Limited (the “Company”), a business
company incorporated and validly existing under the laws of the British Virgin Islands, whose
registered office is located at Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, British Virgin Islands VG1110, with full right to sell the same free from all charges,
liens, and encumbrances of any kind; and |
(B) | The
Vendors have agreed to sell and the Purchaser has agreed to purchase the Sale Shares on and
subject to the terms herein. |
IT
IS HEREBY AGREED as follows:
1.1. | In
this Agreement, unless the context otherwise requires, the following words and expressions
shall have the following meanings: |
“Act” |
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means
the BVI Business Companies Act, 2004 of the British Virgin Islands, as the same may be amended from time to time; |
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“Additional
Consideration Shares” |
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has
the meaning ascribed to it in Clause 3.1(b); |
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“Agreement” |
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means
this share purchase agreement and includes all schedules hereto; |
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“Business
Day” |
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means
any day other than a Saturday, Sunday or public holiday in the British Virgin Islands and the United States; |
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“CKHP” |
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means
CK Health Plus Sdn Bhd, a company incorporated under the laws of Malaysia; |
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“CKHP’s
Net Income” |
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means,
for the applicable fiscal year commencing on January 1 and ending on December 31, Revenues minus Cost of Revenues minus Operating
Expenses plus Other Income minus Other Expenses minus Provision for Income Taxes, with each item listed in this definition determined
in accordance with GAAP; |
“Company” |
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has
the meaning ascribed to it in recital (A); |
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“Completion” |
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means
completion of the sale and purchase of the Sale Shares hereunder; |
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“Completion
Date” |
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means
8 May 2024 or such other date as the Parties may agree; |
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“Conditions” |
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means
the conditions precedent set out in Clause 4.1 and “Condition” means any or a specific one of them; |
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“Consideration
Shares” |
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has
the meaning ascribed to it in it in Clause 3.1(a); |
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“Encumbrance” |
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means
any lien, encumbrance, mortgage, usufruct, deed of trust, security interest, easement, pledge, attachment or other encumbrance, charge,
assignment, assessment, lease, levy, transfer restriction, option, preemptive right, voting trust or agreement, restriction on voting
rights, proxy or other adverse claim; |
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“Long
Stop Date” |
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means
7 May 2024 or such other date as may be agreed in writing by the Parties; |
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“Milestones” |
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means
the milestones set out in Clause 5.1 and “Milestone” means any or a specific one of them; |
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“Parties” |
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means
the parties to this Agreement and “Party” means any one of them; |
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“Sale
Shares” |
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has
the meaning ascribed to it in recital (A); |
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“Securities
Act” |
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Securities
Act of 1933 of the United States; |
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“Securities
and Exchange Commission” |
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Securities
and Exchange Commission of the United States; |
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“US$”
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means
U.S. dollars, the lawful currency of the United States; and |
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“Warranties” |
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means
the representations, warranties and undertakings of the Vendors as set forth in Clause 8.1. |
1.2. | In
this Agreement unless the context otherwise requires: |
| (a) | references
to statutory provisions shall be construed as references to those provisions as amended or
re-enacted or as their application is modified by other provisions from time to time and
shall include references to any provisions of which they are re-enactments (whether with
or without modification); |
| (b) | references
to clauses and schedules are references to clauses hereof and schedule hereto; references
to sub-clauses or paragraphs are, unless otherwise stated, references to sub-clauses of the
clause or paragraphs in which the reference appears; |
| (c) | references
to the singular shall include the plural and vice versa and references to the masculine shall
include the feminine and/or neuter and vice versa; and |
| (d) | references
to persons shall include companies, partnerships, associations and bodies of persons, whether
incorporated or unincorporated. |
2.1. | Subject
to the terms and conditions of this Agreement, each of the Vendors as legal and beneficial
owners shall sell their respective portions of the Sale Shares as specified against their
names in column (2) of Schedule 1, and the Purchaser shall purchase, all the Sale Shares
free from all Encumbrances together with all rights now or hereafter attaching thereto. |
3.1. | The
consideration for the Sale Shares shall be: |
| (a) | US$15,000,000.00
to be satisfied by the allotment and issuance of an aggregate of 10,000,000 new shares with
no par value by the Purchaser to the Vendors in such portion as specified against their respective
names in column (3) of Schedule 1 (the “Consideration Shares”) in accordance
with Clause 7 at Completion; and |
| (b) | if
all of the Milestones are achieved, in addition to the Consideration Shares, the Vendors
shall be entitled to an aggregate of 1,000,000 new shares with no par value to be allotted
and issued by the Purchaser to the Vendors in such portion as specified against their respective
names in column (4) of Schedule 1 (the “Additional Consideration Shares”)
in accordance with Clause 5.2. |
3.2. | The
Consideration Shares and if applicable, the Additional Consideration Shares, shall be issued
credited as fully paid-up and free from all and any Encumbrances whatsoever, and shall rank
pari passu in all respects with and carry all rights similar to the then existing
ordinary shares in the Purchaser. |
| 3.3. | The
Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless
the purchase of all the Sale Shares is completed simultaneously. |
4.1. | Notwithstanding
any other provisions in this Agreement, the obligation of the Purchaser to complete the transactions
provided for herein will be subject to the fulfilment of the following conditions on or before
the Long Stop Date: |
| (a) | the
Purchaser being satisfied (at its sole discretion) with the results of a due diligence on
the assets, business and liabilities of the Company and CKHP; |
| (b) | the
Purchaser’s nominees forming the majority of the Company’s and CKHP’s board
of directors; |
| (c) | the
Vendors legally and beneficially owning the Sale Shares in the proportion as set out in Schedule
1 and the Sale Shares represent all the issued shares of the Company; and |
| | |
| (d) | the
Warranties have not been found to be untrue. |
4.2. | The
parties shall use their commercial endeavours to procure that all the Conditions are satisfied
by the Long Stop Date. |
4.3. | If
any of the Conditions shall have not been fulfilled to the satisfaction of the Purchaser
by the Long Stop Date, the Purchaser (in addition to and without prejudice to any other claims,
rights and remedies the Purchaser shall have) shall have the right by notice in writing to
(i) terminate and rescind this Agreement and annul the sale and purchase of the Sale Shares
herein provided or (ii) extend the Long Stop Date to such other date as may be agreed in
writing by the Parties. |
4.4. | Subject
to Clause 4.3, the Parties agree, to the extent permitted by law, that the only right and
remedy in relation to breach of any Warranty after the Long Stop Date shall be for contractual
damages for breach of this Agreement. |
| 5.1. | The
Vendors shall only be entitled to the Additional Consideration Shares upon achievement of
both milestones below: |
| (a) | the
audited financial statements of CKHP for the fiscal year ending December 31, 2024 confirms
that CKHP’s Net Income is at least US$2,000,000.00; and |
| (b) | the
audited financial statements of CKHP for the fiscal year ending December 31, 2025 confirms
that CKHP’s Net Income is at least US$5,000,000.00. |
| 5.2. | The
Additional Consideration Shares shall be allotted and issued to the Vendors as soon as practicable
after both Milestones are achieved. For avoidance of doubt, none of the Additional Consideration
Shares will be issued to the Vendors if conditions in the foregoing Section 5.1 are not met. |
| 6.1. | The
Consideration Shares and if applicable, the Additional Consideration Shares to be allotted
and issued shall be restricted shares upon initial issuance, subject to the registration
rights set forth herein. |
| 6.2. | The
Purchaser represents, covenants and warrants that it shall file with the Securities and Exchange
Commission (the “SEC”) (at the Purchaser’s expense) a registration statement
for the resale of (i) the Consideration Shares as soon as practicable but in no event more
than thirty (30) days following the filing of the Purchaser’s Annual Report on Form
20-F for the fiscal year ended December 31, 2023 with the SEC, and (ii) the Additional Consideration
Shares as soon as practicable but in no event more than thirty (30) days following the date
of allotment and issue of the Additional Consideration Shares, and the Purchaser shall use
its best efforts to promptly secure effectiveness of such registration statement. Upon the
registration statement being declared effective by the Securities and Exchange Commission,
the Purchaser shall, within two (2) Business Days of the effectiveness date, deliver to the
Purchaser’s transfer agent an opinion of Purchaser’s counsel that the Consideration
Shares (or the Additional Consideration Shares as the case may be) can be resold pursuant
to an effective registration statement.. |
7. | COMPLETION
ARRANGEMENTS |
7.1. | Completion
shall take place on the Completion Date when: |
| (a) | the
Vendors shall deliver to the Purchaser or procure the delivery to the Purchaser of: |
| (i) | duly
completed and executed share transfer forms in respect of the Sale Shares specified against
their respective names in column (2) of Schedule 1, in favour of the Purchaser, together
with the share certificates in respect of the relevant Sale Shares; |
| (ii) | written
directors’ resolutions of the Company approving (aa) the transfer of the Sale Shares
to the Purchaser, (bb) the registration of the Purchaser as the holder of the Sale Shares
in the register of members of the Company and the issue of a new share certificate in respect
of the Sale Shares in favour of the Purchaser; (cc) the resignation of the person(s) listed
in paragraph (iii) below and (subject to the receipt of the relevant consent letters duly
executed) the appointments of such new directors as shall be nominated by the Purchaser;
(dd) a change in the client of record of the registered agent / registered office of the
Company to such person as the Purchaser shall nominate with effect from the time immediately
following Completion; and (ee) the revocation of all existing banking mandates of the Company
and the substitution therefor of such banking mandates as the Purchaser shall direct; |
| (iii) | the
written resignation of all of the directors, the officers and the secretary (if any) of the
Company from their respective offices, in each case to take effect from and on the Completion
Date, which resignations shall include their written confirmation that they have no outstanding
claims against the Company for the loss of the offices in question or of their employment
or otherwise arising; |
| (iv) | the
original current register of members of the Company updated to reflect the Purchaser as the
holder of the Sale Shares and if requested by the Purchaser, the new share certificate in
respect of the Sale Shares in the name of the Purchaser; |
| (v) | all
Company books and records, including, without limitation, the original certificate of incorporation,
the current memorandum and articles of association, the register of members, the register
of directors, copies of all notices filed with the Registrar of Corporate Affairs (British
Virgin Islands), the register of charges, and minutes of all meetings and resolutions of
shareholders and minutes of all meetings and resolutions of directors, all maintained in
accordance with section 102 of the Act; and |
| (vi) | confirmation
that the “client of record” (as such term is commonly understood by registered
agents handling company affairs in the British Virgin Islands) for the Company has advised
the Company’s registered agent / registered office to take instructions from the Purchaser
on a going forward basis after the Completion. |
| (b) | the
Purchaser shall deliver to the Vendors (or their nominees notified to the Purchaser in writing
at least five Business Days before the Completion Date) such portion of the Consideration
Shares as specified against their respective names in column (3) of Schedule 1 by procuring
the entry of the names of the Vendors (or their nominees) in the register of members of the
Purchaser. |
8. | REPRESENTATIONS
AND WARRANTIES |
8.1. | Each
Vendor hereby represents and warrants to the Purchaser on the date of this Agreement and
on Completion that: |
| (a) | he/she
has full capacity, power and authority to: |
| (i) | execute
and deliver this Agreement; |
| (ii) | sell
such number of Sale Shares as specified against his/her name in column (2) of Schedule 1;
and |
| (iii) | comply
with the provisions and perform his/her obligations under this Agreement; |
| (b) | this
Agreement constitutes the legal, valid and binding obligations of each Vendor enforceable
in accordance with its terms; |
| (c) | the
execution and delivery of, and the performance by each Vendor of his/her obligations under
this Agreement will not result in a breach of: (i) any agreement to which he/she is a party
to or by which any of his/her assets are bound; or (ii) any order, judgment or decree of
any governmental authority having jurisdiction over him; |
| (d) | no
bankruptcy order has been made against him/her and, so far as he/she is aware, no petition
or the like is outstanding for his/her bankruptcy (or analogous process); |
| (e) | each
Vendor owns the legal and beneficial title and interest in the Sale Shares specified against
his/her name in column (2) of Schedule 1 and is legally and beneficially entitled to sell
and transfer to the Purchaser the full and lawful ownership of such Sale Shares on the terms
of this Agreement; |
| (f) | the
Sale Shares constitute all of the validly allotted and issued shares in the Company and are
fully paid up or credited as fully paid, and there are no voting trusts or agreements, proxies,
call options, drag-along rights, tag-along rights, rights of first refusal or negotiation
or similar rights of any person relating to the Sale Shares; |
| (g) | the
Sale Shares are free from any Encumbrances whatsoever; |
| (h) | the
Company is authorised to issue up to 50,000 shares each, and there are issued and outstanding
350 ordinary shares with par value of US$1.00 each in the Company. No shares of the Company
are held as treasury shares by the Company. All the issued and outstanding shares of the
Company are duly authorised, validly issued, fully paid, non-assessable and free of any preemptive
rights and are held of record by the Vendor, and all amounts otherwise payable to holders
of shares of the Company as capital reductions or dividend distributions have been paid in
full; |
| (i) | there
are no outstanding (i) securities of the Company convertible into or exchangeable for shares
or other voting securities or equity securities in the Company; (ii) options, calls, restricted
shares, warrants, rights or other agreements or commitments of any character to acquire from
the Company, or obligations of the Company to issue or transfer, any capital, voting securities
or other equity securities (or securities convertible into or exchangeable for capital or
voting securities or other equity securities) in the Company; (iii) obligations of the Company
to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable
security or other similar agreement or commitment relating to any capital, voting securities
or other equity securities in the Company; (iv) obligations of the Company to make any payment
based on the value of any securities of the Company; (v) obligations of the Company to purchase,
repurchase, redeem or otherwise acquire any securities of the Company; or (vi) share appreciation,
phantom shares, profit participation or similar rights with respect to the Company; |
| (j) | the
Company does not have any interest in any land in the British Virgin Islands and is therefore
not considered a “land owning company” as such term is understood under the Act; |
| (k) | there
are no agreements concerning the Company which will or may be terminated or the terms of
which will or may in any way be varied as a result of a change in the control of the Company
or in the composition of the board of directors of the Company; |
| (l) | the
Company is a company duly incorporated and validly existing and in good standing under the
laws of the jurisdiction of its incorporation; |
| (m) | the
Company is duly licensed, registered and qualified to do business, is up-to-date in the filing
of all required corporate returns and other notices and filings, had paid all governmental
fees, taxes and stamp duty from it and is otherwise in good standing in all respects in the
jurisdiction of its incorporation, and has not committed any breach of the requirements appropriate
to a business company as the same are laid down in the Act, and all statutory records required
to be kept or filed by the Company have been properly kept or filed and comply with all requirements
of any applicable legislation; |
| (n) | (i)
each of the Company is not involved, whether as claimant or defendant or other party, in
any claim, legal action, proceeding, suit, litigation, mediation or arbitration, (ii) no
such claim, legal action, proceeding, suit, litigation, mediation or arbitration is pending
or threatened by or against the Company (iii) there is not outstanding against the Company
any judgment or order of any court and neither the Company has given to any court or other
authority any undertaking or promise which is now binding upon it, and (iv) each of the Company
is not the subject of any investigation or enquiry by any government department or agency
or under any statutory provision; |
| (o) | (i)
the Company is able to pay its debts when due and has not entered into any arrangement or
compromise with any creditors, (ii) neither the Company nor any of its directors or creditors
has presented any petition, application or other proceedings for administration, judicial
management, creditors’ voluntary arrangement or similar relief by which the affairs,
business or assets of the Company are managed by a person appointed for the purpose by a
court, governmental authority or similar body, or by any director or creditor or by the Company
itself nor has any such order or relief been granted or appointment made, (iii) no order
has been made, petition or application presented, resolution passed or meeting convened for
the purpose of winding-up of the Company or whereby the assets of the Company are to be distributed
to creditors or shareholders or other contributories of the Company, and (iv) no arrangement,
procedure, step, order, petition, application, resolution or meeting, analogous to those
described above has occurred, commenced or been taken or made in any jurisdiction; |
| (p) | the
Company is the sole legal and beneficial owner of the entire share capital of CKHP; |
| (q) | the
shares in CKHP are the only asset owned by the Company and the shares in CKHP are free from
any Encumbrances whatsoever. Save for the Company’s shareholding interests in CKHP,
the Company is not the legal or beneficial owner or holder of any share or has any interest
of any description in any other person; |
| (r) | save
for the holding of the shares in CKHP, the Company has not carried on any other business
and does not have any branch, business, division, establishment or operations in any jurisdiction; |
| (s) | (i)
there are no financial facilities (including loans, derivatives and hedging arrangements)
outstanding or available to the Company from any third party, (ii) the Company has no borrowing
of any description, (iii) there is no outstanding guarantee, indemnity, suretyship or security
(whether or not legally binding) given by the Company or for the benefit of the Company,
(iv) no Encumbrance has been given or entered into (or agreed to be given or entered into)
by the Company in respect of the borrowings or other obligations of itself or any person,
(v) there are no liabilities, whether actual, contingent, quantified, unquantified or disputed
of the Company, (vi) the Company is not party to any contract or arrangement nor is aware
of any act, omission or other thing which does or might place the Company in breach of any
provision of law, and (vii) the Company does not have any employees; |
| (t) | (i)
no party has a right to subscribe for, convert any debt for, or acquire any, shares of the
Company nor is the Company under any obligation whatsoever to issue and allot new shares
to any party; and |
| (u) | the
Vendor has disclosed to the Purchaser all information relevant to enable the Purchaser to
properly evaluate the Company and all information provided by the Vendors to the Purchaser
under or in connection with this Agreement is true in all material respect and is not, by
omission or otherwise, misleading in any material respect. |
8.2. | Each
of Chong Yew Yen and Chong Yew Phang hereby represents and warrants, save as is disclosed
in a disclosure letter, if any, to be provided to the Purchaser at least three (3) business
days prior to Completion, to the Purchaser on the date of this Agreement and on Completion
that: |
| (a) | CKHP
is a company duly incorporated and validly existing and in good standing under the laws of
the jurisdiction of its incorporation; |
| (b) | the
shares in CKHP are free from any Encumbrances whatsoever; |
| (c) | CKHP
is duly licensed, registered and qualified to do business, is up-to-date in the filing of
all required corporate returns and other notices and filings, had paid all governmental fees,
taxes and stamp duty from it and is otherwise in good standing in all respects in the jurisdiction
of its incorporation, and has not committed any breach of the requirements appropriate to
a company as the same are laid down in the applicable laws, and all statutory records required
to be kept or filed by CKHP have been properly kept or filed and comply with all requirements
of any applicable legislation; |
| (d) | (i)
there are no financial facilities (including loans, derivatives and hedging arrangements)
outstanding or available to CKHP from any third party, (ii) CKHP has no borrowing of any
description, (iii) there is no outstanding guarantee, indemnity, suretyship or security (whether
or not legally binding) given by CKHP or for the benefit of CKHP, (iv) no Encumbrance has
been given or entered into (or agreed to be given or entered into) by CKHP in respect of
the borrowings or other obligations of itself or any person, (v) there are no liabilities,
whether actual, contingent, quantified, unquantified or disputed of CKHP, and (vi) CKHP is
not party to any contract or arrangement nor is aware of any act, omission or other thing
which does or might place CKHP in breach of any provision of law; |
| (e) | (i)
no party has a right to subscribe for, convert any debt for, or acquire any, shares of CKHP
nor is CKHP under any obligation whatsoever to issue and allot new shares to any party; and
(ii) CKHP has entered into an agency contract with Guangzhou YOROYAL Medical Technology Co.,
LTD.; |
| (f) | (i)
CKHP is not involved, whether as claimant or defendant or other party, in any claim, legal
action, proceeding, suit, litigation, mediation or arbitration, (ii) no such claim, legal
action, proceeding, suit, litigation, mediation or arbitration is pending or threatened by
or against CKHP, (iii) there is not outstanding against CKHP any judgment or order of any
court and CKHP has not given to any court or other authority any undertaking or promise which
is now binding upon it, and (iv) CKHP is not the subject of any investigation or enquiry
by any government department or agency or under any statutory provision; and |
| (g) | (i)
CKHP is able to pay its debts when due and has not entered into any arrangement or compromise
with any creditors, (ii) neither CKHP nor any of its directors or creditors has presented
any petition, application or other proceedings for administration, judicial management, creditors’
voluntary arrangement or similar relief by which the affairs, business or assets of CKHP
are managed by a person appointed for the purpose by a court, governmental authority or similar
body, or by any director or creditor or by CKHP itself nor has any such order or relief been
granted or appointment made, (iii) no order has been made, petition or application presented,
resolution passed or meeting convened for the purpose of winding-up of CKHP or whereby the
assets of CKHP are to be distributed to creditors or shareholders or other contributories
of CKHP, and (iv) no arrangement, procedure, step, order, petition, application, resolution
or meeting, analogous to those described above has occurred, commenced or been taken or made
in any jurisdiction. |
8.3. | Each
of the Warranties is separate and independent and, unless otherwise specifically provided,
is not limited by reference to any other Warranty or any other provision in this Agreement. |
8.4. | Each
Vendor acknowledges (a) that he/she has given the Warranties to the Purchaser with the intention
of inducing the Purchaser to enter into this Agreement; and (b) that the Purchaser was induced
to enter into this Agreement by the Warranties given by each of the Vendors and has entered
into this Agreement on the basis of, and in full reliance upon them. |
8.5. | The
Purchaser hereby represents and warrants to the Vendors on the date of this Agreement and
on Completion that: |
| (a) | the
Purchaser has full power and authority to: |
| (i) | execute
and deliver this Agreement; |
| (ii) | purchase
the Sale Shares; and |
| (iii) | comply
with the provisions and perform his/her obligations under this Agreement; |
| (b) | this
Agreement constitutes the legal, valid and binding obligations of the Purchaser enforceable
in accordance with its terms; |
| (c) | the
execution and delivery of, and the performance by the Purchaser of his/her obligations under
this Agreement will not result in a breach of: (i) any agreement to which he/she is a party
to or by which any of his/her assets are bound; or (ii) any order, judgment or decree of
any governmental authority having jurisdiction over him; |
| (d) | the
Purchaser is able to pay its debts when due and has not entered into any arrangement or compromise
with any creditors; and |
| (e) | all
information provided by the Purchaser to the Vendors under or in connection with this Agreement
is true in all material respect and is not, by omission or otherwise, misleading in any material
respect. |
9. | CONDITIONS
TO THE OBLIGATIONS OF THE PURCHASER |
9.1. | Notwithstanding
anything herein contained, the obligation of the Purchaser to complete the transactions provided
for herein will be subject to the fulfillment of the following conditions at or prior to
Completion: |
| (a) | the
Warranties shall be true and accurate on the date hereof and at Completion with the same
force and effect as though such Warranties had been made as of Completion (regardless of
the date as of which such information is given), and the Vendor shall have complied with
all covenants and agreements herein agreed to be performed or caused to be performed by the
Vendor at or prior to Completion; |
| (b) | no
order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction
shall have been made, and no action or proceedings shall be pending or threatened which,
in the opinion of the Purchaser is likely to result in an order, decision or ruling: |
| (i) | to
disallow, enjoin, prohibit or impose any limitations or conditions on the sale and purchase
of the Sale Shares contemplated hereby or the right of the Purchaser to own the Sale Shares;
or |
| (ii) | to
impose any limitations or conditions which may have a material adverse effect on the business
of the Company; and |
| (c) | all
consents required to be obtained in order to carry out the transactions contemplated hereby
in compliance with all laws and agreements binding upon the Parties and the Company shall
have been obtained. |
9.2. | Notwithstanding
Completion, the provisions of this Agreement and the representations, warranties and undertakings
contained or referred to herein shall (except insofar as they are fully satisfied on Completion)
continue thereafter to subsist for so long as may be necessary for the purpose of giving
effect to each and every one of those clauses in accordance with the terms hereof. |
10. | Limitation
on LIABILITIES |
10.1. | The
Purchaser may not claim for breach of this Agreement unless such claim has been notified
to the Vendors within 12 months after the Completion Date. |
10.2. | Each
Vendor’s maximum aggregate liability in respect of any and all claims for a breach
of this Agreement, including for a breach of Warranty, shall not exceed 10% of the value
of such portion of the Consideration Shares as specified against their respective names in
column (3) of Schedule 1. The Parties agree that for the purposes of this Clause 10.2, the
value of each Consideration Shares shall be taken to be US$1.50. |
| 11.1. | Each
Vendor hereby agrees at the request and at the cost of the Purchaser to do, execute and perform
such further acts, deeds, documents and things as the Purchaser may reasonably require effectively
to vest the legal and beneficial ownership of the Sale Shares in the Purchaser free from
all charges, liens, costs, expenses and encumbrances. |
12.1. | Each
Party shall bear his/her/its own costs in connection with the negotiation, preparation and
implementation of this Agreement and all matters ancillary thereto. |
13.1. | If
any of the clauses, conditions, covenants or restrictions of this Agreement or any deed or
document emanating from it shall be found to be void but would be valid if some part thereof
were deleted or modified, then such clause, condition, covenant or restriction shall apply
with such deletion or modification as may be necessary to make it valid and effective. |
13.2. | This
Agreement shall be binding and inure for the benefit of the successors of the Parties but
shall not be assignable. |
13.3. | This
Agreement contains the whole agreement between the Parties in respect of the subject matter
of this Agreement and supersedes and replaces any prior written or oral agreements, representations
or understandings between them relating to such subject matter. |
13.4. | No
variations of this Agreement shall be effective unless made in writing and signed by each
of the Parties. |
13.5. | Unless
expressly provided to the contrary, all representations, warranties, undertakings, covenants,
agreements and obligations made, given or entered into in this Agreement by more than one
person are made, given or entered into jointly and severally. |
14.1. | Any
notice required to be given hereunder shall be in writing in the English language and shall
be served by sending the same by prepaid recorded post, email (if an email address has been
provided below) or by delivering the same by hand to the address of the Party or Parties
in question as set out below (or such other address as such Party or Parties shall notify
the other Parties of in accordance with this clause). Any notice sent by post as provided
in this clause shall be deemed to have been served five Business Days after despatch and
any notice sent by email (if an email address has been provided below) shall be deemed to
have been served immediately upon the time of the transmission of the email: |
Vendors
Name: |
Tan
Meng Dong |
Address:
|
11
Boon Teck Road, #07-02 Singapore 329585 |
Email:
|
mengdong38@yahoo.com |
|
|
Name: |
Zhang
Guohui |
Address:
|
08/33F,
Hua Mei Ge, Lian Cheng Mei Yuan, Xin An Rd 59, Luo Huqu, Shen Zhen, Guang Dong, China |
Email:
|
zhang.guohui@aliyun.com |
|
|
Name: |
Zhang
Xin |
Address:
|
RM
E19/F, Blk A Tropi Cana Gdn 110 Lung Cheung Rd, Wong Tai Sin Sin, Hong Kong |
Email:
|
cocozhang186@gmail.com |
|
|
Name: |
Chong
Yew Phang |
Address:
|
D-36-01,
KL Traders Square, Jalan Gombak, Setapak 53000, Kuala Lumpur, Malaysia |
Email:
|
chongyewphang@gmail.com |
Name: |
Chong
Yew Yen |
Address:
|
No.
34, Jalan Perling 1/9, Taman Puchong Legenda, 47170 Puchong, Selangor, Malaysia |
Email:
|
yuliachong79@gmail.com |
Purchaser
Name: |
EUDA
Health Holdings Limited |
Address:
|
1
Pemimpin Drive #12-07, One Pemimpin, Singapore 576151 |
Email:
|
kelvin@euda.com |
15.1. | The
headings in this Agreement are inserted for convenience only and shall not affect the construction
or interpretation of this Agreement. |
16.1. | This
Agreement may be executed in any number of counterparts, each of which when so executed shall
be deemed an original but all such counterparts shall constitute one and the same instrument. |
17.1. | The
terms and conditions of this Agreement and the rights of the Parties hereunder shall be governed
by and construed in all respects in accordance with the laws of the British Virgin Islands.
The Parties hereby irrevocably agree that the courts of the British Virgin Islands shall
have exclusive jurisdiction in respect of any dispute, suit, action, arbitration or proceedings
(“Proceedings”) which may arise out of or in connection with this Agreement
and waive any objection to Proceedings in the courts of the British Virgin Islands on the
grounds of venue or on the basis that the Proceedings have been brought in an inconvenient
forum. |
[remaining
of this page is intentionally left blank]
IN
WITNESS WHEREOF the Parties have hereunto set their hands.
Vendors |
|
|
|
|
/s/
Tan Meng Dong |
) |
|
Signed
by Tan Meng Dong |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Vivian Tay |
|
|
Name: |
Vivian
Tay |
|
|
Designation: |
Accounts
Director |
|
|
/s/
Zhang Guohui |
) |
|
Signed
by Zhang Guohui |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Vivian Tay |
|
|
Name: |
Vivian
Tay |
|
|
Designation: |
Accounts
Director |
|
|
/s/
Zhang Xin |
) |
|
Signed
by Zhang Xin |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Vivian Tay |
|
|
Name: |
Vivian
Tay |
|
|
Designation: |
Accounts
Director |
|
|
/s/
Chong Yew Phang |
) |
|
Signed
by Chong Yew Phang |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Ji Li |
|
|
Name: |
Ji
Li |
|
|
Designation: |
|
|
|
/s/
Chong Yew Yen |
) |
|
Signed
by Chong Yew Yen |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Khor Sokkin |
|
|
Name: |
Khor
Sokkin |
|
|
Designation: |
|
|
|
Purchaser |
|
|
|
|
|
/s/
Chen Wei Wen Kelvin |
|
|
Signed
by Chen Wei Wen Kelvin |
) |
|
for
and on behalf of |
) |
|
EUDA
Health Holdings Limited |
) |
|
in
the presence of: |
) |
|
|
|
|
|
/s/
Alfred Lim |
|
|
Name: |
Alfred
Lim |
|
|
Designation: |
Executive
Director |
|
|
Schedule
1
SALE
SHARES
No. | |
(1)
Vendor | |
(2)
Number of Sale Shares with par value of US$1.00 each | |
(3)
Number of Consideration Shares with no par value | |
(4)
Number of Additional Consideration Shares with no par value |
1. | |
Tan
Meng Dong
| |
| 140 | | |
| 4,000,000 | | |
| 400,000 | |
2. | |
Zhang
Guohui
| |
| 53 | | |
| 1,500,000 | | |
| 150,000 | |
3. | |
Zhang
Xin
| |
| 52 | | |
| 1,500,000 | | |
| 150,000 | |
4. | |
Chong
Yew Phang
| |
| 53 | | |
| 1,500,000 | | |
| 150,000 | |
5. | |
Chong
Yew Yen
| |
| 52 | | |
| 1,500,000 | | |
| 150,000 | |
| |
Total | |
| 350 | | |
| 10,000,000 | | |
| 1,000,000 | |
Exhibit
99.1
EUDA
Health Expands into Direct Selling Holistic Wellness Products with Acquisition of CK Health
SINGAPORE,
May 6, 2024 (GLOBE NEWSWIRE) — EUDA Health Holdings Limited (“EUDA” or the “Company”) (NASDAQ: EUDA),
a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare ecosystem, today announced
that it will acquire CK Health Plus Sdn Bhd (“CK Health”), a direct seller of holistic wellness consumer products in Malaysia.
Under
the terms of the acquisition agreement, EUDA has agreed to acquire the entire issued capital of CK Health for an aggregate share consideration
of 10 million newly issued ordinary shares of the Company, valued at US$15 million. The acquisition is expected to close on 8th
May 2024, subject to customary closing conditions.
Established
in Malaysia in 2023, CK Health is a direct seller of holistic wellness consumer products through its online platform and member network.
CK Health’s products leverage non-invasive therapies to make holistic healthcare accessible for everyone using advanced technologies.
CK Health has exclusive distribution rights to distribute bioenergy cabins in Malaysia from Guangzhou Beauty Wellness Health Technology
Co., Ltd. (“GBHT”) and collagen drinks, supplements, and skincare products in Malaysia, Vietnam, and Indonesia from Guangzhou
YOROYAL Medical Technology Co., Ltd. (“Yoroyal”).
To
maximize business synergies and capitalize on opportunities created by Southeast Asia’s aging population, EUDA will integrate CK
Health’s holistic wellness consumer products into its portfolio of complementary products and services offered alongside its proprietary
healthcare solutions platform. Through CK Health, EUDA will license bioenergy cabins to partners such as spas, beauty salons, and confinement
centers and will distribute Yoroyal’s consumer products through direct selling, e-commerce platforms, and retail outlets.
Bioenergy
cabins represent the fusion of neurobiology and genetics. They offer therapies for pain management and mobility improvement using resonant
frequencies associated with individual DNA profiles. Each bioenergy cabin offers real-time biofeedback and adapts their therapies to
the user based on neurological responses and genetic predispositions.
Yoroyal’s
oligopeptide technology is used in the manufacturing of collagen drinks, supplements, and skincare products. Oligopeptide has been found
to improve digestion, reduce inflammation, boost immune systems, and help with weight loss. It is expected to also help reduce cholesterol
levels and improve skin health.
Dr.
Kelvin Chen, Founder and CEO of EUDA, commented “We’re very excited to announce this acquisition and believe the synergies
will create significant growth opportunities for us across the region. CK Health’s portfolio of holistic wellness consumer products
directly complement and will strengthen our product and service offerings, further diversifying our revenue streams going forward. Their
offerings are also more convenient than some traditional methods of treatment, which carry risks of their own and can be time-consuming
making them the ideal choice for many consumers seeking shorter treatment times.”
“The
strategy behind this acquisition is to target chronic conditions using noninvasive treatments. Recent studies show that one out of three
adults suffer from multiple chronic conditions and in Southeast Asia alone, the countries making up the ASEAN 6 are collectively expected
to spend US$740 billion on healthcare by 2025, up sharply from US$420 billion at present. CK Health’s holistic wellness products
provide us with an opportunity to tap into this market directly which is expected to create long-term sustainable growth opportunities
for us in the future.”
About
EUDA Health Holdings Limited
EUDA
Health Holdings Limited, is a Singapore-based health technology company that operates a first-of-its-kind Southeast Asian digital healthcare
ecosystem aimed at making healthcare affordable and accessible, and improving the patient experience by delivering better outcomes through
personalized healthcare. The company’s proprietary unified AI platform quickly assesses a patient’s medical history, triages
a condition, digitally connects patients with clinicians, and predicts optimal treatment outcomes. EUDA’s holistic approach supports
patients throughout all stages of care, including wellness & prevention, urgent care & emergencies, pre-existing conditions,
and aftercare services.
Important
Information for Investors and Stockholders
This
announcement relates to a proposed transaction by EUDA and does not constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward
Looking Statements
Certain
statements included in this press release are not historical facts but are forward- looking statements. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions, whether or not identified in this press release and on
current expectations of EUDA’s management and are not predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance,
a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of EUDA. Some important factors
that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal conditions.
These
forward-looking statements are subject to a number of risks and uncertainties. These risks and uncertainties include, but are not limited
to, those factors described in the section entitled “Risk Factors” in the Annual Report filed with the SEC on June 28, 2023.
Important factors, among others, that may affect actual results or outcomes include: the inability of the parties to successfully or
timely consummate the transaction, including the risk that any required regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect EUDA or the expected benefits of the transaction, if not obtained; the failure
to realize the anticipated benefits of the transaction; matters discovered by EUDA as it complete its due diligence investigation of
the other parties; costs related to the transaction; the failure to satisfy the conditions to the consummation of the transaction; the
outcome of any legal proceedings that may be instituted against EUDA related to the transaction. Important factors that could cause EUDA’s
actual results or outcomes to differ materially from those discussed in the forward-looking statements include: EUDA’s ability
to manage growth; EUDA’s ability to execute its business plan; EUDA’s estimates of the size of the markets for its products
and services; the rate and degree of market acceptance of EUDA’s products and services; EUDA’s ability to identify and integrate
acquisitions; potential litigation involving EUDA or the validity or enforceability of intellectual property; and general economic and
market conditions impacting demand for EUDA’s products and services.
If
any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks that EUDA presently know, or that EUDA currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect EUDA’s current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this press
release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or
that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking
statements in this press release, which speaks only as of the date they are made and are qualified in their entirety by reference to
the cautionary statements herein and the risk factors described above. EUDA anticipates that subsequent events and developments will
cause their assessments to change. However, while EUDA may elect to update these forward-looking statements at some point in the future,
it specifically disclaims any obligation to do so, except as required by law. These forward-looking statements should not be relied upon
as representing EUDA’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should
not be placed upon the forward- looking statements.
Contact:
Christensen
Advisory
Roger
Hu
852.2232.3968
roger.hu@christensencomms.com
Euda Health (NASDAQ:EUDAW)
過去 株価チャート
から 10 2024 まで 11 2024
Euda Health (NASDAQ:EUDAW)
過去 株価チャート
から 11 2023 まで 11 2024