EUDA Health (EUDA) - 2024 Q4 - Annual Report

FORM 20-F Filing Information EUDA Health Holdings Limited, a British Virgin Islands company, filed its annual report on Form 20-F for FY2024, with shares and warrants listed on Nasdaq Registrant Information EUDA Health Holdings Limited, a British Virgin Islands company, filed its annual report on Form 20-F for FY2024, with shares and warrants listed on Nasdaq - EUDA Health Holdings Limited is a British Virgin Islands company filing its annual report on Form 20-F for the fiscal year ended December 31, 2024[1][2] - Securities Registered on Nasdaq | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares | EUDA | The Nasdaq Stock Market LLC | | Redeemable Warrants | EUDAW | The Nasdaq Stock Market LLC | - As of December 31, 2024, there were 37,153,049 ordinary shares outstanding[7] - The registrant is a non-accelerated filer and an emerging growth company[6] Introduction This section provides definitions for key terms used throughout the Annual Report on Form 20-F, clarifying references to the Company and significant events Definitions This section provides definitions for key terms used throughout the Annual Report on Form 20-F, clarifying references to the Company and significant events - References to 'we,' 'us,' 'our' 'EUDA' or the 'Company' are to EUDA Health Holdings Limited, a British Virgin Islands exempt company[12] - The 'Business Combination' refers to the share purchase by 8i of all outstanding shares of EUDA from Watermark, resulting in EUDA becoming a wholly-owned subsidiary of 8i, and 8i changing its name to 'EUDA Health Holdings Limited' on November 17, 2022[12] - GAAP refers to accounting principles generally accepted in the United States of America[12] Forward-Looking Information This section discusses forward-looking statements and inherent risks concerning the Company's future financial condition and operations Nature of Forward-Looking Statements and Risks This section discusses forward-looking statements and inherent risks concerning the Company's future financial condition and operations - Forward-looking statements are identified by 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[14] - Key risks include reliance on third-party technological solutions and distribution rights, expectations regarding future financial performance, and litigation and regulatory risks[14] - Additional risks include uncertainties related to the strategic shift from medical services to the wellness industry, the ability to integrate new businesses and service offerings, risks associated with direct sales of stem cell therapies in China, geopolitical and regulatory risks in Southeast Asia, and the ability to raise additional capital[18] - The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law[16] PART I This part covers identity of directors, offer statistics, key information including capitalization, indebtedness, offer reasons, use of proceeds, and comprehensive risk factors ITEM 1. Identity of Directors, Senior Management and Advisers This item is not applicable for this report, indicating that information regarding directors, senior management, and advisers is not presented - This item is marked as 'Not applicable'[19] ITEM 2. Offer Statistics and Expected Timetable This item is not applicable for this report, indicating that information regarding offer statistics and expected timetable is not provided - This item is marked as 'Not applicable'[20] ITEM 3. Key Information This section outlines key information, including capitalization, indebtedness, offer reasons, use of proceeds, and comprehensive risk factors affecting its business and financial condition 3.B. Capitalization and Indebtedness This sub-item states that information regarding capitalization and indebtedness is not applicable in this section - This sub-item is marked as 'Not Applicable'[21] 3.C. Reasons for the Offer and Use of Proceeds This sub-item indicates that information concerning the reasons for the offer and use of proceeds is not applicable in this section - This sub-item is marked as 'Not Applicable'[22] 3.D. Risk Factors This section details various risks, including acquisition benefits, unproven business models, stem cell therapy sales, stock price decline, management experience, and going concern doubts - No assurance that the Company can achieve desired strategic and financial benefits from the acquisition of CK Health, which generated only $89,023 in revenue (2.2% of total revenue) for FY2024[23] - CK Health is a new company with an unproven business model, having no operations prior to April 1, 2024, other than start-up activities, and incurred a net loss of $19,788 and a working capital deficit of $19,311 as of December 31, 2023[24] - Risks associated with CK Health's new line of business in direct sales of stem cell therapy services rendered in China, as CK Health has no prior experience and the collaboration agreement with Key Lock is terminable with one month's notice[26] - A significant shareholder, Mr. Meng Dong (James) Tan (holding approximately 25% of outstanding shares), has demand registration rights for 8,571,428 ordinary shares, the resale of which could cause a significant decline in the trading price[27] - The Company has a new Chief Operating Officer (Mr. John Ang, effective April 21, 2025) and a part-time Interim Chief Financial Officer (Ms. Vivian Tay, effective September 3, 2024), and the management team has limited experience working together and managing a public company[28] - The Company's strategic shift from medical services (streamlined in September 2023 due to lower post-COVID-19 demand) to the wellness industry carries uncertainties and risks, with current primary operations remaining property management services[29] - The independent auditor's report expresses substantial doubt about the Company's ability to continue as a 'going concern' due to a net loss of $15.4 million in 2024 and $10.0 million in 2023, a negative working capital deficit of $3.4 million, and cash of $0.2 million as of December 31, 2024[30] - Material weaknesses were identified in internal control over financial reporting for 2024 and 2023, specifically related to account reconciliations, which could adversely affect financial reporting accuracy and investor confidence[32][33] - The Company requires additional funding through debt or equity securities to support operations and growth, and such funding may not be available on acceptable terms, leading to potential dilution for existing shareholders[36][38] - The Company operates in a highly competitive and rapidly evolving industry, and failure to compete effectively based on service breadth, quality, innovation, and pricing could adversely impact its business[60][61][62] - Reliance on strategic relationships with third parties (e.g., for distribution rights of 'YOROYAL' collagens and bioenergy cabins, and stem cell therapies from Guangdong Cell Biotech) poses risks, as loss of these agreements could impair growth[64][65] - The Company's short operating history and recent strategic shift make it difficult to assess future success and predict challenges, including attracting and retaining customers, adapting to regulatory changes, and managing reputational risks[57][58][59] ITEM 4. Information on the Company This section provides an overview of EUDA Health, detailing its business, strategic shifts, recent acquisitions, and operational structure 4.A. Business Overview EUDA Health, founded in 2019, is redefining non-invasive healthcare in Southeast Asia and China, transitioning from medical services to wellness offerings like bioenergy cabins and stem cell therapies, while also providing property management services - EUDA Health, founded in 2019 and headquartered in Singapore, focuses on non-invasive healthcare in Southeast Asia and China, with a strategy anchored in wellness services[82] - In September 2023, the Company streamlined its medical service operations by closing clinics due to reduced demand post-COVID-19, qualifying this as discontinued operations[84] - On May 6, 2024, EUDA acquired Fortress Cove Limited, which owns CK Health Plus Sdn. Bhd. (Malaysia), a direct sales business for holistic wellness consumer products, for $15.0 million in shares; CK Health's revenue accounted for approximately 2.1% of total revenue in FY2024[85] - On April 22, 2025, CK Health entered a collaboration agreement with Key Lock Health Management Co., Ltd. to market and sell Guangdong Cell Biotech's stem cell therapy services in Singapore and Malaysia[86] - Property management services revenue increased by approximately $0.2 million or 5.8% to $3.9 million in FY2024 from $3.7 million in FY2023, primarily from common area management and security services[90] - EUDA's competitive strengths include diverse and synergistic product offerings (bioenergy wellness and stem cell therapies), commitment to scientific rigor, early-mover advantage in regenerative and preventive health, a scalable international business model, and a customer-centric product strategy[105][106][107][108][109] - Growth strategies include product line expansion (targeted bioenergy formulations, broader stem cell applications), geographical expansion (Asia-Pacific, Middle East, China), strategic partnerships, and enhanced brand awareness and consumer education[110][111][112][113] 4.B. Industry Challenges and Opportunities The healthcare industry in Asia-Pacific faces significant challenges including lack of access to quality care, strain from an aging population, and healthcare costs outpacing economic growth, leading to poor medical experiences, which EUDA aims to address with preventative solutions - Industry challenges include lack of access to healthcare, an aging population straining resources (1 in 6 people globally aged 60+ by 2030), healthcare costs outpacing economic growth (e.g., 18% of GDP in the US), and poor medical experiences (e.g., 4-hour average wait time in Indonesia for a 10-minute consultation)[91][92][95][98] - Opportunities for EUDA include combatting rising healthcare costs with preventative bioenergy cabins and stem cell therapies, expanding access to healthcare services, reducing healthcare workforce pressures, leading healthcare wellness transformation, and addressing chronic disease and aging population needs[99][100][101][102][103] 4.C. Legal Proceedings The Company has been involved in legal disagreements among directors and former directors regarding appointments and access to systems, and is contesting a statutory demand for US$138,202.66 for alleged legal services, with no material adverse effect expected - Disagreements between directors and former directors occurred on May 12, 2023, concerning the legitimacy of appointments and removals, and the validity of purported shareholders' resolutions[118][122] - The Company filed a claim in July 2023 against Mr. Capes and another defendant for unlawfully obstructing access to KRHSG's client and clinic management systems, causing business disruption and losses[119] - On May 10, 2024, EUDA received a statutory demand for US$138,202.66 for alleged legal services, which the Company is contesting, with a hearing scheduled for May 1, 2025[120] - As of December 31, 2024, the Company does not expect these legal challenges to have a material adverse effect on its business, financial condition, or results of operations[118][121] 4.D. Employees As of December 31, 2024, EUDA had 117 full-time employees across Singapore and Malaysia, with the majority in operations, maintaining good relations without collective bargaining agreements - As of December 31, 2024, EUDA had 117 full-time employees, including two named executive officers[122] - None of the employees are covered by collective bargaining agreements, and the Company has not experienced any strikes or work stoppages[122] 4.E. Share Purchase Agreement and Corporate Information This section details the consummation of the business combination on November 17, 2022, where 8i Acquisition 2 Corp. acquired EUDA Health Limited, changing its name to EUDA Health Holdings Limited, and provides the Company's principal executive office address and corporate structure - The business combination was consummated on November 17, 2022, with 8i Acquisition 2 Corp. acquiring EUDA Health Limited and changing its name to EUDA Health Holdings Limited[123] - The Company's ordinary shares and warrants are listed on Nasdaq under the symbols 'EUDA' and 'EUDAW'[123] - The principal executive office is located at 60 Kaki Bukit Place, 03-01 Eunos Techpark, Singapore 415979[124] - The report includes a diagram illustrating the corporate structure as of the date of the annual report[128][129] ITEM 4.A. Unresolved Staff Comments This item indicates that there are no unresolved staff comments applicable to the Company - This item is marked as 'Not Applicable'[132] ITEM 5. Operating and Financial Review and Prospects This section analyzes EUDA Health's financial condition and operating results, covering strategic shifts, acquisitions, and key performance factors 5.A. Operating Results EUDA Health's operating results reflect a strategic shift from medical services to property management and holistic wellness, reporting a net loss of $15.4 million in 2024, primarily due to a significant impairment loss on long-lived assets - The Board resolved on September 8, 2023, to streamline certain medical-related business units, which qualified as discontinued operations under ASC205-20, shifting primary operations to property management services[134] - The acquisition of Fortress Cove (CK Health) for $15.0 million in shares closed on May 8, 2024, with CK Health's revenue accounting for approximately 2.1% of total revenue for FY2024[136] - Consolidated Statements of Operations Summary | Metric | 2024 ($) | 2023 ($) | 2022 ($) | | :-------------------------------------- | :------------ | :------------ | :------------ | | Revenue | 4,011,005 | 3,706,458 | 3,764,295 | | Cost of revenue | 3,248,850 | 2,864,383 | 2,894,296 | | Gross profit | 762,155 | 842,075 | 869,999 | | Selling expenses | 129,867 | 533,562 | 935,565 | | General and administrative expenses | 3,211,859 | 4,269,567 | 5,815,046 | | Impairment loss of long-lived assets | 14,755,560 | - | 1,139,016 | | Loss from operations | (17,335,131) | (3,961,054) | (12,219,257) | | Other expense, net | (307,031) | (4,473,727) | (12,809,437) | | Net loss from continuing operations | (17,637,783) | (8,434,781) | (25,007,905) | | Net income (loss) from discontinued operations | 2,246,340 | (1,601,323) | 58,659 | | Net (loss) income | (15,391,443) | (10,036,104) | (24,949,246) | - Revenue Breakdown by Category (2024 vs 2023) | Category | 2024 ($) | 2023 ($) | Change ($) | Percentage Change | | :------------------------------------- | :---------- | :---------- | :--------- | :---------------- | | Property management services | 3,921,982 | 3,706,458 | 215,524 | 5.8% | | Holistic wellness consumer products and services | 89,023 | - | 89,023 | 100.0% | | Total revenue | 4,011,005 | 3,706,458 | 304,547 | 8.2% | - Property management services revenue increased by 5.8% in 2024, mainly due to an increase in managed units without security guard services, offset by a decrease in units with security guard services[144] - Holistic Wellness Consumer Products and Services Revenue (2024) | Category | 2024 ($) | | :--------------------------------- | :------- | | Holistic wellness consumer products | 3,262 | | Wellness therapies service | 75,572 | | Licensing service of bioenergy cabin | 7,299 | | Wellness Membership Program | 2,890 | | Total revenue | 89,023 | - Total operating expenses increased by 276.8% to $18.1 million in 2024, primarily due to a $14.8 million impairment loss on long-lived assets from the Fortress Cove Acquisition, offset by decreases in selling and G&A expenses[154][157] - Net income from discontinued operations was $2.2 million in 2024, a significant improvement from a $1.6 million net loss in 2023, driven by a $2.5 million gain on disposal of subsidiaries and a $1.6 million decrease in operating expenses[165] 5.B. Liquidity and Capital Resources EUDA Health faces significant liquidity challenges, with a working capital deficit of $3.4 million and cash of $0.2 million as of December 31, 2024, raising substantial doubt about its ability to continue as a going concern - As of December 31, 2024, the Company had a working capital deficit of approximately $3.4 million and cash of approximately $0.2 million[187] - The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2020, raising substantial doubt about its ability to continue as a going concern[188] - Management plans to address liquidity needs through other available sources of financing from Singapore banks, financial institutions, private lenders, and equity financing[189][190] - Net cash used in operating activities from continuing operations was $2.0 million in 2024, primarily due to net loss, inventory increase, and operating lease payments, partially offset by non-cash items and improved collections[194] - Net cash provided by financing activities was $2.3 million in 2024, mainly from convertible notes, private placements, and short-term loans from private lenders and related parties, offset by repayments[200] - It is unlikely that potential proceeds from warrant exercises will be realized in the near future due to the disparity between exercise price and current trading price, necessitating other capital raising efforts[188][204] 5.C. Research and Development, Patents and Licenses, etc. This section refers to 'Item 4. Information on the Company—B. Business Overview—Intellectual Property' for details on research and development, patents, and licenses - Information is referenced to 'Item 4. Information on the Company—B. Business Overview—Intellectual Property'[208] 5.D. Trend Information The Company is not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on its revenues, income, profitability, liquidity, or capital resources, other than those disclosed elsewhere in the annual report - No material trends, uncertainties, demands, commitments, or events are identified that are reasonably likely to have a material effect on revenues, income, profitability, liquidity, or capital resources, beyond what is disclosed elsewhere in the report[208] 5.E. Critical Accounting Estimates This section outlines the critical accounting estimates and judgments used in preparing the financial statements, which include allowance for credit losses and income taxes, based on historical experience and various assumptions - Critical accounting estimates include allowance for credit losses and income taxes[209] - Allowance for credit losses is reviewed using historical collection trends, aging of receivables, and individual customer financial condition, with the adoption of ASU 2019-05 (expected credit losses methodology) on January 1, 2023, having no material impact[210][211] - Income taxes are accounted for in accordance with U.S. GAAP, with deferred tax assets reduced by a valuation allowance when it is not probable that they will be utilized[212][213] ITEM 6. Directors, Senior Management and Employees This section details EUDA Health's directors, senior management, and employees, covering biographies, compensation, board practices, and share ownership 6.A. Directors and Senior Management The Company's senior management team includes Alfred Lim (CEO), John Ang (COO), and Vivian Tay (Interim CFO), with an independent Board of Directors comprising Eric Lew (Chairman), Kong-Yew Wong, and Kent Kwong Yeow Liew - Directors and Senior Management | Name | Age | Position(s) | | :---------------- | :-- | :-------------------------------- | | Alfred Lim | 74 | Chief Executive Officer and Executive Director | | John Ang | 52 | Chief Operating Officer | | Vivian Tay | 39 | Interim Chief Financial Officer | | Eric Lew | 52 | Chairman of the Board | | Kong-Yew Wong | 50 | Director | | Kent Kwong Yeow Liew | 70 | Director | - Alfred Lim, CEO since February 2025, has over 44 years of experience in international trade[216] - John Ang joined as COO on April 21, 2025, bringing 23 years of management expertise, including over a decade in healthcare strategy and operations[217] - Vivian Tay has served as Interim CFO since September 2024 and is also Accounts Director at 8i Enterprises Pte. Ltd., a company owned by a significant shareholder[218] - Eric Lew, Kong-Yew Wong, and Kent Kwong Yeow Liew are independent directors with extensive business and financial experience[219][220][221] 6.B. Compensation For fiscal year 2024, the Company paid approximately US$471,727 in cash to its former CEO, former CFO, current CEO, and interim CFO, while independent directors received no compensation for either fiscal year - For FY2024, the Company paid approximately US$471,727 in cash to its former CEO, former CFO, current CEO, and interim CFO[223] - For FY2023, the same individuals received approximately US$376,587 in ordinary shares at $1.275 per share[223] - None of the executive officers or Executive Director received any bonus or other compensation for FY2024 and FY2023[223] - Independent directors received no compensation for fiscal years 2024 and 2023[224] - Total expenses for government-mandated defined contribution plans were $351,517 in 2024 and $316,971 in 2023[224] 6.C. Board Practices The Board of Directors consists of four directors, with three independent directors meeting Nasdaq's independence requirements, and has Audit, Corporate Governance, and Compensation Committees, all composed of independent directors - The board of directors consists of four directors, with three independent directors (Eric Lew, Dr. Kong-Yew Wong, and Kent Kwong Yeow Liew) meeting Nasdaq's independence requirements[225][226] - The Audit Committee, composed of Eric Lew (Chairperson), Kong-Yew Wong, and Kent Kwong Yeow Liew, is responsible for reviewing financial statements, risk assessment, auditor independence, and approving related-party transactions[228][232] - Eric Lew is qualified as an 'audit committee financial expert'[230] - The Corporate Governance and Nominating Committee and Compensation Committee are also composed of independent directors, with Kent Kwong Yeow Liew and Kong-Yew Wong serving as their respective Chairpersons[231][234] - Under British Virgin Islands law, directors must act honestly and in good faith in the company's best interests, exercising care, diligence, and skill[234] - A written Related Party Transactions Policy requires audit committee review and approval for transactions exceeding $100,000 involving related parties[239][243] 6.D. Employees As of December 31, 2024, EUDA had 117 full-time employees, with the largest functional group being Operations (90 employees), followed by Sales & Marketing (11) and Accounting and Finance (10) - As of December 31, 2024, EUDA had 117 full-time employees, with 99 in Singapore and 18 in Malaysia[244] - Employees by Function (December 31, 2024) | Function | Number | | :---------------- | :----- | | Senior Management | 5 | | Accounting and Finance | 10 | | Sales & Marketing | 11 | | Operations | 90 | | Human Resource | 1 | | Total | 117 | 6.E. Share Ownership This section details the beneficial ownership of EUDA's ordinary shares as of April 15, 2025, with Watermark Developments Limited and Meng Dong (James) Tan as significant shareholders, holding 26.0% and 24.3% respectively - Beneficial ownership is based on 37,156,382 ordinary shares issued and outstanding as of April 15, 2025[249] - Beneficial Ownership of Ordinary Shares (April 15, 2025) | Name of Beneficial Owner | Number of Ordinary Shares Beneficially Owned | % of Ownership | | :------------------------------------------- | :------------------------------------------- | :------------- | | Five Percent Holders | | | | Watermark Developments Limited | 9,660,000 | 26.0% | | Meng Dong (James) Tan | 9,036,447 | 24.3% | | Directors and Executive Officers | | | | Alfred Lim | 53,650 | * | | John Ang | - | - | | Vivian Tay | - | - | | Eric Lew | - | - | | Kong-Yew Wong | - | - | | Kent Kwong Yeow Liew | 3,000 | * | | All Directors and Executive Officers as a Group (6 persons) | 56,649 | * | * Less than 1% - Watermark Developments Limited's shares are beneficially owned by several individuals and entities, including Fan Pingli (25.6%), Kelvin Chen (11.1%), Hartanto (10.9%), Koh Yong Pau (10.9%), Kng Pong Sai (10.9%), and Janic Pacific Limited (10.9%)[251] - Meng Dong (James) Tan's ownership includes 2,223,850 shares held by 8i Capital Limited, where he is the sole shareholder and director[251] ITEM 7. Major Shareholders and Related Party Transactions This section details major shareholders and extensive related party transactions, primarily involving loans and settlement agreements 7.A. Major Shareholders This section refers to 'Item 6. Directors, Senior Management and Employees—E. Share Ownership' for information on major shareholders - Information on major shareholders is referenced to 'Item 6. Directors, Senior Management and Employees—E. Share Ownership'[254] 7.B. Related Party Transactions The Company has engaged in numerous debt obligations and settlement agreements with related parties, including Meng Dong (James) Tan and his affiliates and Alfred Lim, often involving the issuance of ordinary shares to settle debts and compensation - Meng Dong (James) Tan, a significant shareholder, provided multiple loans and convertible notes to the Company, including a $700,000 convertible promissory note in November 2022 (Tan 2022 Note), and additional loans totaling $478,200 in 2023, which were settled by issuing ordinary shares[254][255][256][257][258][259] - In March 2024, the James Tan Loan ($24,004) was converted into a convertible note, and 8i Enterprises Pte Ltd (owned by Mr. Tan) received a $911,373 convertible note to settle advisory services and outstanding loans[260][261] - 8i Holdings 2 Pte Ltd (owned by Mr. Tan) received 82,600 restricted ordinary shares in May 2023 to settle a $82,600 convertible promissory note[264][265] - Former CEO Dr. Kelvin Chen settled claims for $850,306 by receiving 578,439 ordinary shares in May/June 2023, and later 166,653 restricted ordinary shares in March 2024 for outstanding compensation[266][268] - Alfred Lim, CEO and Executive Director, received 53,649 restricted ordinary shares in March 2024 for $68,403.25 of owed compensation and provided multiple loans to the Company, including SGD 49,000 in March 2025 and SGD 50,000 in December 2024[270][272][273][274] - The acquisition of Fortress Cove Limited in May 2024, for which EUDA issued 8,571,428 ordinary shares, involved Meng Dong (James) Tan as a 40% shareholder of Fortress Cove Limited[275] 7.C. Interests of Experts and Counsel This item is not applicable, indicating that there are no disclosures regarding the interests of experts and counsel in this section - This item is marked as 'Not applicable'[276] ITEM 8. Financial Information This section confirms consolidated financial statements, addresses legal proceedings, dividend policy, and significant changes 8.A. Consolidated Statements and Other Financial Information The consolidated financial statements are appended as part of this annual report, with no material legal proceedings or dividends paid in 2024, 2023, and 2022, and no current dividend policy - Consolidated financial statements are filed as part of this annual report[277] - The Company is not a party to any material legal proceedings that would have a material adverse effect on its business, financial condition, or operations[278] - No dividends were paid in 2024, 2023, and 2022, and the Company currently has no dividend policy[279] 8.B. Significant Changes Except as disclosed elsewhere in this annual report, the Company has not experienced any significant changes since the date of its audited consolidated financial statements - No significant changes have occurred since the date of the audited consolidated financial statements, other than those disclosed elsewhere in the annual report[280] ITEM 9. The Offer and Listing This section provides information on the Company's securities offering and listing details, confirming NASDAQ listing 9.A. Offering and Listing Details This sub-item refers to 'C. Markets' for offering and listing details - Information is referenced to 'C. Markets'[281] 9.B. Plan of Distribution This sub-item is not applicable, indicating no plan of distribution is detailed in this section - This sub-item is marked as 'Not applicable'[281] 9.C. Markets The Company's ordinary shares and warrants are listed on the NASDAQ under the symbols 'EUDA' and 'EUDAW', respectively - Ordinary shares and warrants are listed on NASDAQ under the symbols 'EUDA' and 'EUDAW'[282] 9.D. Selling Shareholders This sub-item is not applicable, indicating no selling shareholders are detailed in this section - This sub-item is marked as 'Not applicable'[283] 9.E. Dilution This sub-item is not applicable, indicating no dilution information is detailed in this section - This sub-item is marked as 'Not applicable'[284] 9.F. Expenses of the Issue This sub-item is not applicable, indicating no expenses of the issue are detailed in this section - This sub-item is marked as 'Not applicable'[285] ITEM 10. Additional Information This section provides additional information on share capital, corporate governance, material contracts, and taxation, including PFIC rules 10.A. Share Capital The Company is incorporated in the British Virgin Islands, governed by its Amended and Restated Memorandum and Articles of Association and the BVI Business Companies Act, with each ordinary share granting one vote and equal distribution rights - The Company is incorporated in the British Virgin Islands, governed by its Amended and Restated Memorandum and Articles of Association and the BVI Business Companies Act[286] - Each ordinary share confers the right to one vote, an equal share in any distribution, and an equal share in the distribution of the Company's surplus[287][294] - Dividends can be declared if the value of Company assets exceeds liabilities and the Company can pay its debts as they fall due[288] - There are no pre-emptive rights for new share issues[289] 10.B. Memorandum and Articles of Association The Company's memorandum and articles of association authorize an unlimited number of no par value shares, requiring directors and officers to act honestly and in good faith, and allowing for their indemnification and insurance - The memorandum and articles of association authorize the issuance of an unlimited number of shares of one class of no par value[291] - Directors and officers must act honestly and in good faith with a view to the Company's best interests and exercise reasonable care, diligence, and skill[295] - The Company may indemnify directors and officers against expenses and judgments in legal proceedings if they acted honestly and in good faith, and without reasonable cause to believe their conduct was unlawful[296] - The Company may purchase and maintain insurance for directors and officers against liabilities incurred in their capacity[297] 10.C. Material Contracts This section outlines key material contracts, including convertible loan agreements with Affluence Resource Pte. Ltd. ($1,000,000) and Gilandi Limited ($500,000), amendments to a convertible promissory note with Maxim Group LLC, and a fee settlement agreement with Loeb & Loeb LLP - On April 16, 2024, the Company entered into a Convertible Loan Agreement with Affluence Resource Pte. Ltd. for $1,000,000, bearing 12% interest, convertible into ordinary shares at $1.00 or $1.42 per share depending on the conversion date[299] - On January 16, 2024, the Company entered into a Convertible Loan Agreement with Gilandi Limited for $500,000, bearing 8% interest, which automatically converted into 500,000 ordinary shares at $1.00 per share on March 31, 2024[301] - An amendment to a convertible promissory note with Maxim Group LLC changed the maturity date to July 31, 2024, with automatic conversion into ordinary shares at $1.50 per share if unpaid[302] - A Fee Settlement Agreement with Loeb & Loeb LLP on April 25, 2024, required the Company to repay a $300,000 promissory note in three installments, allowing Loeb to retain 60,000 restricted ordinary shares[303] - Amendments to Prepaid Forward Agreements on June 8, 2023, resulted in the acceleration of transactions and the issuance of 1,600,000 ordinary shares to institutional investors as Maturity Consideration[304] - Private placements between May and August 2023 resulted in the sale of 790,000 ordinary shares for $790,000 to accredited investors[307] 10.D. Exchange Controls This section refers to 'Item 3. Key Information — D. Risk factors — Risks Related to our Business and Industry' for information on exchange controls - Information on exchange controls is referenced to 'Item 3. Key Information — D. Risk factors — Risks Related to our Business and Industry'[308] 10.E. Taxation This section summarizes BVI and U.S. federal income tax consequences for holders of the Company's ordinary shares and warrants, detailing BVI tax exemptions and the complex Passive Foreign Investment Company (PFIC) rules for U.S. Holders - Under BVI laws, non-residents are not liable for BVI tax on dividends or gains from the sale of securities, and no withholding tax is imposed on dividends[309] - There are no capital gains, gift, or inheritance taxes levied by the British Virgin Islands on companies incorporated under the BVI Act, and shares are not subject to transfer taxes or stamp duties[310] - U.S. Holders generally include cash dividends in gross income, taxable at regular rates for corporate holders and potentially lower long-term capital gains rates for non-corporate holders if shares are readily tradeable[321] - The Company does not intend to pay cash dividends in the foreseeable future, retaining earnings for business growth[322] - Upon sale or disposition of securities, U.S. Holders generally recognize capital gain or loss, subject to PFIC rules[323] - The discussion highlights the complex Passive Foreign Investment Company (PFIC) rules, which can subject U.S. Holders to special tax and interest charges on gains and 'excess distributions' unless a timely Qualified Electing Fund (QEF) or 'mark-to-market' election is made[332][333][335][341][342] - Non-U.S. Holders are generally not subject to U.S. federal income tax on dividends or gains unless effectively connected with a U.S. trade or business[348][349] - Backup withholding (currently 24%) may apply to U.S. Holders who fail to provide an accurate taxpayer identification number or comply with certification requirements[352] 10.F. Dividends and Paying Agents This item is not applicable, indicating no information on dividends and paying agents is detailed in this section - This item is marked as 'Not Applicable'[355] 10.G. Statement by Experts This item is not applicable, indicating no statement by experts is detailed in this section - This item is marked as 'Not Applicable'[356] 10.H. Documents on Display The Company is subject to SEC reporting requirements and files annual reports on Form 20-F, available on the SEC's website and the Company's website, with exemptions as a foreign private issuer - The Company is subject to SEC reporting requirements and files annual reports on Form 20-F[357] - Reports are available on www.sec.gov and the Company's website www.euda.com[357](index=357&type=chunk)[358] - As a foreign private issuer, the Company is exempt from certain quarterly reports and proxy statements rules under the Exchange Act[357] 10.I. Subsidiary Information This item is not applicable, indicating no subsidiary information is detailed in this section - This item is marked as 'Not applicable'[359] ITEM 11. Quantitative and Qualitative Disclosures About Market Risk This item is not applicable, indicating that there are no quantitative and qualitative disclosures about market risk in this section - This item is marked as 'Not applicable'[360] ITEM 12. Description of Securities Other Than Equity Securities This section describes the Company's warrants, entitling holders to purchase ordinary shares at $11.50 per share, exercisable for five years 12.A. Debt Securities This sub-item is not applicable, indicating no debt securities are detailed in this section - This sub-item is marked as 'Not Applicable'[361] 12.B. Warrants and Rights Every two warrants entitle the holder to purchase one ordinary share at $11.50, expiring five years after the business combination, and are redeemable at $0.01 per warrant if the share price exceeds $16.50 - Every two warrants entitle the holder to purchase one ordinary share at a price of $11.50 per share[362] - Warrants expire five years after the completion of the initial business combination, or earlier upon redemption or liquidation[362] - The Company may call warrants for redemption at $0.01 per warrant if the ordinary share price equals or exceeds $16.50 for 20 trading days within a 30-day period, and a current registration statement is in effect[363][366] - Management has the option to require cashless exercise of warrants under redemption conditions[365] - No fractional shares will be issued upon exercise of the warrants; amounts are rounded to the nearest whole number[371] 12.C. Other Securities This sub-item is not applicable, indicating no other securities are detailed in this section - This sub-item is marked as 'Not applicable'[372] PART II This part addresses defaults, security holder rights, controls, audit committee, code of ethics, accountant fees, and certifying accountant changes ITEM 13. Defaults, Dividend Arrearages and Delinquencies This item states that there are no defaults, dividend arrearages, or delinquencies to report - This item is marked as 'None'[374] ITEM 14. Material Modifications to the Rights of Security Holders and Use of Proceeds This item indicates that there have been no material modifications to the rights of security holders and no use of proceeds to report - This item is marked as 'Not Applicable' for both Material Modifications to the Rights of Security Holders and Use of Proceeds[375][376] ITEM 15. Controls and Procedures The CEO and CFO concluded that disclosure controls were not effective as of December 31, 2024, due to a material weakness in internal control over financial reporting related to account reconciliations, for which management is developing a remediation plan - The CEO and CFO concluded that disclosure controls and procedures were not effective as of December 31, 2024[381] - A material weakness was identified related to the lack of appropriate controls in the financial reporting process, specifically account reconciliations[384] - Management's remediation plan includes hiring additional finance and accounting staff, engaging a qualified consultant for Sarbanes-Oxley Act compliance, clearly defining roles, enhancing documentation, and considering an integrated financial management system[385] - Despite the material weakness, the consolidated financial statements for the periods covered are deemed to fairly present the Company's financial position, results of operations, and cash flows in conformity with GAAP[381] ITEM 16A. Audit Committee Financial Expert The board of directors has determined that Eric Lew, an independent director and member of the audit committee, qualifies as an audit committee financial expert - Eric Lew, an independent director and audit committee member, has been determined to be an audit committee financial expert[389] ITEM 16B. Code of Ethics The Company's board of directors has adopted a code of ethics applicable to all directors, officers, and employees, with specific provisions for senior finance officers, available on the Company's website - A code of ethics has been adopted, applicable to all directors, officers, and employees, with specific provisions for senior finance officers[390] - The code of business conduct and ethics is posted on the Company's website at www.euda.com[390](index=390&type=chunk) ITEM 16C. Principal Accountant Fees and Services This section details the audit fees paid to J&S Associate PLT and Marcum Asia CPAs LLP for 2024 and 2023, with total audit fees of $427,250 in 2024 and $724,000 in 2023, all pre-approved by the audit committee - Principal Accountant Fees and Services | Category | 2024 ($) | 2023 ($) | | :---------------- | :-------- | :-------- | | Audit fees | 427,250 | 724,000 | | J&S Associate PLT | 190,000 | | | Marcum Asia CPAs LLP | 237,250 | 724,000 | | Audit related fees | - | - | | Tax fees | - | - | | All Other Fees | - | - | | Total | 427,250 | 724,000 | - Audit fees consist of fees for the audit of annual financial statements and reviews of interim financial statements, including services related to registration statements[392] - The audit committee's policy is to pre-approve all audit and non-audit services provided by J&S Associate PLT and Marcum Asia CPAs LLP[394] ITEM 16D. Exemptions from the Listing Standards for Audit Committees This item states that there have been no exemptions from listing standards required to be disclosed in response to this item - No exemptions from listing standards for audit committees are required to be disclosed[395] ITEM 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers This item states that there have been no purchases of equity securities by the issuer and affiliated purchasers - This item is marked as 'None'[396] ITEM 16F. Change in Registrant's Certifying Accountant On September 3, 2024, the Company terminated Marcum Asia CPAs LLP and engaged J&S Associate PLT as its independent registered public accounting firm, a decision approved by the Audit Committee - On September 3, 2024, Marcum Asia CPAs LLP was terminated, and J&S Associate PLT was engaged as the new independent registered public accounting firm, approved by the Audit Committee[397] - Marcum Asia's reports for 2023 and 2022 included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern[398] - Material weaknesses in internal control over financial reporting were noted, including lack of sufficient financial reporting personnel, inadequate assessment of third-party specialists, and insufficient controls in account reconciliations and journal entry approvals[398] - There were no disagreements between the Company and Marcum Asia on accounting principles, financial statement disclosure, or auditing scope/procedure[398] ITEM 16G. Corporate Governance This section compares EUDA Health's corporate governance practices under British Virgin Islands law with those of Delaware corporations and Nasdaq listing standards, highlighting exemptions as a foreign private issuer - British Virgin Islands law requires directors to act honestly and in good faith in the company's best interests, exercising reasonable care, diligence, and skill[402] - The memorandum and articles of association can be amended by a resolution of shareholders or, under certain conditions, by a resolution of directors without shareholder approval[403] - Directors can act by written resolution with the consent of all directors or committee members[404] - Shareholders can approve corporate matters by written consent of holders of over 50% of voting shares[405] - Shareholder approval is required for the disposal or sale of more than 50% of the company's total assets by value[407] - As a foreign private issuer, EUDA may follow home country corporate governance practices, exempting it from certain Nasdaq rules, including shareholder approval for certain security issuances and the requirement for regularly scheduled independent director meetings[423][424] - The Company intends to follow its home country practices in lieu of these specific Nasdaq requirements, potentially affording shareholders less protection than U.S. domestic issuers[425] ITEM 16H. Mine Safety Disclosure This item is not applicable, indicating no mine safety disclosure is detailed in this section - This item is marked as 'Not applicable'[428] ITEM 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is not applicable, indicating no disclosure regarding foreign jurisdictions that prevent inspections is detailed in this section - This item is marked as 'Not applicable'[429] ITEM 16J. Insider Trading Policies The Company has adopted an Insider Trading Policy to ensure compliance with applicable insider trading laws, rules, and regulations, and listing standards - The Company has adopted an Insider Trading Policy to promote compliance with applicable insider trading laws, rules, regulations, and listing standards[430] ITEM 16K. Cybersecurity EUDA has adopted a Cyber Security Policy to identify, assess, manage, mitigate, and respond to cybersecurity threats, integrated within its enterprise risk management system - EUDA has adopted a Cyber Security Policy to identify, assess, manage, mitigate, and respond to cybersecurity threats, integrated within its enterprise risk management system[431] - The policy addresses the corporate IT environment, third-party service providers, and external-facing applications[431] - The cybersecurity incident response process involves a multi-functional approach for investigating, containing, and mitigating incidents, with reporting to senior management and the board[432] - While no material cybersecurity incidents have occurred, the evolving nature of threats increases the difficulty of defense and preventative measures[432] PART III This part confirms the inclusion of consolidated financial statements, provides an index of exhibits, and details various agreements ITEM 17. Financial Statements The Company has elected to provide its financial statements pursuant to Item 18 of Form 20-F - The Company has elected to provide financial statements pursuant to Item 18[435] ITEM 18. Financial Statements The consolidated financial statements of Euda Health Holdings Ltd. and its subsidiaries are included at the end of this annual report - The consolidated financial statements of Euda Health Holdings Ltd. and its subsidiaries are included at the end of this annual report[436] ITEM 19. Exhibits This section provides an index of exhibits filed with the annual report, including descriptions of capital stock, memorandum and articles of association, various loan and settlement agreements, and certifications - The exhibit index lists various documents, including descriptions of capital stock, corporate governance documents, convertible loan agreements, settlement agreements, and certifications[438] Consolidated Financial Statements This section presents the audited consolidated financial statements, including auditor's report, balance sheets, operations, equity, cash flows, and notes Report of Independent Registered Public Accounting Firm J&S Associate PLT audited the consolidated financial statements for 2024, expressing a fair opinion but noting substantial doubt about the Company's ability to continue as a going concern, similar to Marcum Asia CPAs LLP's reports for 2023 and 2022 - J&S Associate PLT audited the consolidated financial statements for the year ended December 31, 2024, and expressed a fair opinion[446] - The audit report for 2024 includes an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to an accumulated deficit of $50,100,426 and a shareholders' equity deficit of $2,553,059 as of December 31, 2024[447] - Marcum Asia CPAs LLP audited the financial statements for the periods ended December 31, 2023 and 2022, also expressing a fair opinion but with an explanatory paragraph regarding substantial doubt about the Company's going concern[454][456] Consolidated Balance Sheets The consolidated balance sheets show total assets of $1.7 million in 2024, an increase from $1.3 million in 2023, with total liabilities decreasing significantly from $8.8 million to $4.3 million, resulting in an improved shareholders' deficit of $(2.6) million - Consolidated Balance Sheets Summary | Metric | December 31, 2024 ($) | December 31, 2023 ($) | | :-------------------------------------- | :-------------------- | :-------------------- | | ASSETS | | | | Total Current Assets | 762,876 | 723,441 | | Property and Equipment, Net | 87,712 | 6,732 | | Total Other Assets | 847,222 | 580,335 | | Total Assets | 1,697,810 | 1,310,508 | | LIABILITIES AND SHAREHOLDERS' DEFICIT | | | | Total Current Liabilities | 4,141,374 | 8,717,333 | | Total Other Liabilities | 128,504 | 75,111 | | Total Liabilities | 4,269,878 | 8,792,444 | | Total Shareholders' Deficit | (2,572,068) | (7,481,936) | - Cash balance increased from $189,005 in 2023 to $237,605 in 2024[462] - Accounts receivable, net, decreased from $237,474 in 2023 to $146,174 in 2024[462] - Inventories increased from $0 in 2023 to $128,977 in 2024[462] - Convertible notes decreased significantly from $2,413,125 in 2023 to $29,073 in 2024[462] - Ordinary shares outstanding increased from 24,627,509 in 2023 to 37,153,049 in 2024[462] Consolidated Statements of Operations and Comprehensive Income (Loss) The Company reported a net loss of $15.4 million in 2024, an increase from $10.0 million in 2023, primarily driven by a $14.8 million impairment loss on intangible assets, despite an 8.2% increase in total revenues - Consolidated Statements of Operations Summary | Metric | 2024 ($) | 2023 ($) | 2022 ($) | | :-------------------------------------- | :------------ | :------------ | :------------ | | Total Revenues | 4,011,005 | 3,706,458 | 3,764,295 | | Total Cost of Revenues | 3,248,850 | 2,864,383 | 2,894,296 | | Gross Profit | 762,155 | 842,075 | 869,999 | | Total Operating Expenses | 18,097,286 | 4,803,129 | 13,089,256 | | Loss From Operations | (17,335,131) | (3,961,054) | (12,219,257) | | Total Other Expense, net | (307,031) | (4,473,727) | (12,809,437) | | Net Loss From Continuing Operations | (17,637,783) | (8,434,781) | (25,007,905) | | Net Income (Loss) From Discontinued Operations | 2,246,3