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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 October 2025
Commission File Number: 001-42154
ESHALLGO INC
No. 37, Haiyi Villa, Lane 97, Songlin Road
Pudong New District
Shanghai, China 200120
(Address of principal executive offices)
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 ☐
As previously disclosed in the Reports on Form 6-K filed by ESHALLGO INC (the “Company”) with the United States Securities Exchange Commission on November 29, 2024, December 23, 2024, and January 3, 2025, pursuant to a securities purchase agreement, dated November 29, 2024, the Company issued certain convertible notes in an aggregate principal amount of $5,000,000 (the “Convertible Debenture”).
On October 17, 2025, the Company entered into a letter agreement (the “Letter Agreement”) with the holder of the Convertible Debenture to amend the “Floor Price” of the Convertible Debenture to $0.40 per share.
The form of the Letter Agreement is filed as Exhibits 10.1 to this Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Letter Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Letter Agreement |
SIGNATURE
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, thereunto duly authorized.
| ESHALLGO INC | |||
| Date: October 17, 2025 | By: | /s/ Qiwei Miao | |
| Name: | Qiwei Miao | ||
| Title: | Chief Financial Officer | ||
Exhibit 10.1
October 17, 2025
VIA EMAIL
Re: Eshallgo, Ltd. Floor Price Adjustment
Dear [ ]:
Reference is made to the Securities Purchase Agreement, dated as of November 29, 2024 (the “SPA”), by and between the [the investor listed on the Schedule of Buyers attached as Schedule I thereto (the “Investor”)] and Eshallgo, Ltd. (the “Company”) and those certain Convertible Debentures, issued November 29, 2024 in an original principal amount of $1,500,000 delivered by the Company to [the Investor] and bearing Number EHGO [1]-[3] (“Debenture l”), December 18, 2024 in an original principal amount of $2,000,000 delivered by the Company to [the Investor] and bearing Number EHGO [2]-[3] (the “Debenture 2”) and December 30, 2024 in an original principal amount of $1,500,000 delivered by the Company to [the Investor] and bearing Number EHGO [3]-[3] (“Debenture 3”) (collectively Debenture 1, Debenture 2 and Debenture 3 shall be referred to as the “Debentures”). Collectively, the SPA, the Debentures and all other agreements executed by [the Investor] and the Company in connection with the SPA and the Debentures shall be referred to as the “Transaction Documents”.
This letter serves as written notice by the Company to [the Investor] that, effective as of the date hereof, the Floor Price, as defined in paragraph (14)(p) of the Debentures shall be reduced to $0.40 per share.
| Sincerely, | ||
| By: | ||
| Name: | Qiwei Miao | |
| Title: | Chief Executive Officer | |
| Acknowledged and agreed: | ||
| By: | ||
| Name: | ||
| Title: | ||