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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 November 2025
Commission File Number: 001-40145
Jowell Global Ltd.
2nd Floor, No. 285 Jiangpu Road
Yangpu District, Shanghai
China 200082
(Address of principal executive office)
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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On November 11, 2025, Jowell Global Ltd., a Cayman Islands company (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with Jowell Holdings Ltd., a British Virgin Islands company (the “Purchaser”), effective on November 11, 2025.
Pursuant to the Termination Agreement, the parties agreed to terminate the Securities Purchase Agreement, which was originally entered into by and between the Company and the Purchaser on October 14, 2025. Pursuant to the Securities Purchase Agreement, the Company agreed to sell to the Purchaser in a private placement of 2,000,000 ordinary shares of the Company, par value $0.0016 per share, at a purchase price of $1.40 per share for an aggregate offering price of $2,800,000 (the “Private Placement”), as disclosed in the Form 6-K filed by the Company on October 20, 2025. The Private Placement has not been closed. Pursuant to the Termination Agreement, the parties agreed to terminate the Securities Purchase Agreement and waive all rights to notice of termination as may be otherwise provided under the Securities Purchase Agreement or applicable laws.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
On November 14, 2025, the Company entered into a Promissory Note Purchase Agreement (“Agreement”) with Jowell Holdings Ltd. (the “Purchaser”), a company incorporated in British Virgin Islands and a major shareholder of the Company. Pursuant to the Agreement, the Company sold a Promissory Note to the Purchaser with a principal amount of $2,800,000 (the “Note”). The Note bears interest at the rate of 4% per annum, which is payable upon the maturity date of the Note. The Note will mature on the date that is thirty-six (36) months from the date that the purchase price of the Note is paid to the Company. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.
The foregoing description of the Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of each such document, which are filed as exhibits 10.2 and 10.3 hereto and are incorporated herein by reference.
Exhibit Index
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 thereunto duly authorized.
| Jowell Global Ltd. | ||
| Date: November 17, 2025 | By: | /s/ Haiting Li |
| Name: | Haiting Li | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (hereinafter referred to as this “Agreement”) is made and entered into as of November 11, 2025 (the “Effective Date”), by and between Jowell Global Ltd., a Cayman Islands company (the “Company”) and Jowell Holdings Ltd., a Brish Virgin Islands company (the “Purchaser” and collectively with the Company, the “Parties” and, each individually, a “Party”). Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Terminated Agreement.
WHEREAS, the Parties entered into a Securities Purchase Agreement on October 14, 2025 (the “Terminated Agreement”), pursuant to which Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 2,000,000 Ordinary Shares at $1.40 per share; and
WHEREAS, pursuant to the Terminated Agreement, it may be terminated if the Closing has not been consummated on or before November 15, 2025; and
WHEREAS, the transaction contemplated in the Terminated Agreement has not been closed; and
WHEREAS, the Parties now desire pursuant to this Agreement to terminate the Terminated Agreement and waive all the notice requirements for the termination as may be otherwise provided under the Terminated Agreement.
NOW THEREFORE, in consideration of the promises and obligations contained herein below, and other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows:
1. Termination of the Terminated Agreement.
(a) Parties hereby agree that, as of the Effective Date, the Terminated Agreement is hereby terminated, null and void and of no further force or effect.
(b) The Parties hereby waive all rights to notice of termination as may be otherwise provided under the Terminated Agreement or applicable laws.
2. Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New York without giving effect to the choice of law provisions thereof. The Parties to this Agreement, acting for themselves and for their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent and subject themselves to the jurisdiction of the federal courts sitting in the City of New York, in respect of any matter arising under this Agreement.
3. Authority. The individual executing this Agreement on behalf of each Party has been validly authorized and directed to sign this Agreement on behalf of that Party and by signing in such capacity will bind that Party, and all individuals and entities on whose behalf he or she signs to all of the terms of this Agreement.
4. Further Assurances. Each Party shall execute and deliver all such further instruments and documents as may reasonably be requested by the other Party in order to fully carry out the intent and accomplish the purposes of this Agreement and the undertakings contemplated thereby in any and all countries.
5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement, binding on all of the Parties hereto. The Parties agree that electronic or facsimile copies of signatures shall be deemed originals for all purposes hereof and that a Party may produce such copies, without the need to produce original signatures, to prove the existence of this Agreement in any proceeding brought hereunder.
6. Acknowledgement. The Parties acknowledge that they have personally read this Agreement and that they have reviewed, or have had the opportunity to review, the same with legal counsel of their own choosing. The Parties further acknowledge that they have been provided a full and ample opportunity to study this Agreement and to make inquiry of the factual and legal matters to which it relates, and that this Agreement fully and accurately reflects the content of any and all understandings and agreements between the Parties concerning the matters referenced herein, that there have been no other understandings and agreements made by either of the Parties, and that the Parties are not relying on any other understandings or agreements whatsoever as an inducement to execute this Agreement.
[Signatures on following page]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| JOWELL GLOBAL LTD. | ||
| By: | /s/ Haiting Li | |
| Name: | Haiting Li | |
| Title: | Chief Executive Officer | |
| Address: | 2nd Floor, No. 285 Jiangpu Road Yangpu District, Shanghai, China 200082 | |
| Email: | ||
| Fax: | ||
| JOWELL HOLDING LTD. | ||
| By: | /s/ Zhiwei Xu | |
| Name: | Zhiwei Xu | |
| Title: | Director | |
| Address: | 30 Xinzhuang Section, Jiangsu Provincial Road 227, Changshu, Suzhou, China. 215555 | |
| Email: | ||
| Fax: | ||
Exhibit 10.2
PROMISSORY NOTE PURCHASE AGREEMENT
This Promissory Note Purchase Agreement (“Agreement”) is made and effective November 14, 2025,
| BETWEEN: | Jowell Global Ltd., a Cayman Islands exempted company (the “Company”). |
| AND: | Jowell Holdings Ltd., a British Virgin Islands company (“Purchaser”). |
WHEREAS, Purchaser desires to purchase from the Company note in the aggregate sum of US$2,800,000 be evidenced by the Promissory Note.
In consideration of the mutual covenants and conditions herein contained, the parties hereby agree, represent and warrant as follows:
1. ISSUE OF NOTE
| a. | The Company will authorize the issue of its Promissory Note (hereinafter called “Note”) to the Purchaser in the aggregate principal amount of US$2,800,000 to be dated on November 14, 2025 to mature on that is thirty-six (36) months after the Purchase Price Date, as defined in the Note, to bear interest on the unpaid principal thereof at the rate of 4% per annum until maturity, payable on November 13, 2028, commencing on Purchase Price Date, and after maturity at the rate of 4% per annum until Note is fully paid, and to be substantially in the form of Exhibit A attached hereto. |
| b. | For the purposes of calculating interest for any period for which the interest shall be payable, such interest shall be calculated on the basis of a 30-day month and a 360-day year. In no event that the Holder can sell or transfer the Note without the Company’s prior written consent. |
2. SALE AND PURCHASE OF NOTE
The Company will sell the Note to the Purchaser and the Purchaser agrees to purchase the principal amount of the Note set opposite its name, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein, at the purchase price of 100% of the principal amount.
3. REPRESENTATIONS AND WARRANTIES BY THE COMPANY
| a. | Company is a corporation duly organized and existing in good standing under the laws of the Cayman Islands and has the corporate power to carry on in the business as it is now being conducted. |
| b. | The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and Note and otherwise to carry out its obligations hereunder and thereunder. |
| c. | There is no action or proceeding pending or, to the knowledge of the Company, threatened against the Company before any court or administrative agency, the determination of which might result in any material adverse change in the business of the Company. |
| d. | The Company has not declared, set aside, paid or made any dividend or other distributions with respect to its capital stock and has not made or caused to be made directly or indirectly, any payment or other distribution of any nature whatsoever to the holder of its capital stock. |
| e. | The Company owns or possesses adequate licenses or other rights to use, all patents, trademarks, trade names, trade secrets, and copyrights used in its business. No one has asserted to the Company that its operations infringe on the patents, trademarks, trade secrets or other rights utilized in the operation of its business. |
Promissory Note Purchase Agreement
4. REPRESENTATIONS AND WARRANTIES BY THE PURCHASER
The Purchaser represents and warrants that:
| a. | The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transaction contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms. |
| b. | The Purchaser is acquiring the Note for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the Note (this representation and warranty not limiting the Purchaser’s right to sell the Note in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Note as principal, not as nominee or agent, and not with a view for distributing or reselling the Note or any part thereof in violation of the Securities Act or any applicable state securities law. |
| c. | The Purchaser is a non-U.S. person (as such term is defined in Rule 902 of Regulation S under the Securities Act) and is not acquiring the Note for the account or benefit of a U.S. person. The Purchaser will not, within one year of the date of the issuance of Note to such Purchaser, make any offers or sales of the Note in the United States or to, or for the benefit of, a U.S. person (in each case, as defined in Regulation S) other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Neither the Purchaser nor any of Purchaser’s affiliates or any person acting on his/her or their behalf has engaged or will engage in directed selling efforts (within the meaning of Regulation S) with respect to the Note, and all such persons have complied and will comply with the offering restriction requirements of Regulation S in connection with the offering of the Note outside of the United States. |
| d. | The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Note, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Note and, at the present time, is able to afford a complete loss of such investment. |
| e. | The Purchaser has a net worth in excess of $1,000,000 and that the Purchaser is an “accredited investor” as defined in Rule 501(a) under the Securities Act at the time such Purchaser was offered the Note and as of the date hereof. |
| f. | The Purchaser hereby represents that it has satisfied itself as to the full observance by such Purchaser of the laws of the jurisdictions applicable to the Purchaser in connection with the purchase of the Note or the execution and delivery by the Purchaser. The Purchaser’s subscription and payment for, and continued beneficial ownership of, the Note will not violate any securities or other laws of the Purchaser’s jurisdiction applicable to the Purchaser. |
| g. | The Purchaser understands that the Note has not been, and will not be, registered under the Securities Act or applicable securities laws of any state or country and therefore the Note cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or exemptions from such registration requirements are available. The Company shall be under no obligation to register the Note under the Securities Act and applicable state securities laws, and any such registration shall be in the Company’s sole discretion. |
Promissory Note Purchase Agreement
| h. | The Purchaser acknowledges that it has had the opportunity to review the information of the Company and the SEC reports filed by the Company and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company; (ii) access to information about the Company and its financial condition, results of operations, business, properties and management sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment |
| i. | The Purchaser is not purchasing the Note as a result of any advertisement, article, notice or other communication regarding the Note published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. |
5. COVENANTS
| a. | The Company covenants that so long as the Note is outstanding, it will deliver to the Holder as soon as practical, the annual report of the Company filed with SEC including consolidated financial statements. The public filing with SEC shall be considered that such report has been delivered to the Holder. |
| b. | The Company covenants that, so long as the Note are outstanding, it will permit Holder of the Note to visit and inspect, at the Holder’s expense, any of the property of the Company, including its books and records, and to discuss affairs, finances and accounts with its officers, provided such visit should be in normal business hours with reasonable advance notice. The Holder agrees that it will keep any business information of the Company in confidence and will not trade the Company’s shares when it has any material non-public information of the Company. |
6. NOTICE
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a business day or later than 5:30 p.m. (New York time) on any business day, (c) the second (2nd) business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
7. MISCELLANEOUS
| a. | This Agreement may not be modified, amended or terminated except by written agreement executed by all the parties hereto. |
| b. | The waiver of any breach or default hereunder shall not be considered valid unless in writing and signed by the party such waiver is sought and no waiver shall be deemed a waiver of any subsequent breach or default of same. |
| c. | The paragraph headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of such. |
Promissory Note Purchase Agreement
| d. | The validity, construction, interpretation and enforceability of this Agreement and the Note executed pursuant to this Agreement shall be determined and governed by the laws of the State of New York. Any disputes that arise under this Agreement, shall be heard only in the state or federal courts located in the City of New York. |
| e. | This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. |
IN WITNESS WHEREOF, the parties hereto have caused this Promissory Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Jowell Global Ltd.
| By: | /s/ Haiting Li | ||
| Name: | Haiting Li | ||
| Title: | Chief Executive Officer | ||
Address for Notice: 2nd Floor, No. 285 Jiangpu Road, Yangpu District, Shanghai, China 200082
Email:
[PURCHASER SIGNATURE PAGE TO PROMISSORY NOTE PURCHASE AGREEMENT]
Promissory Note Purchase Agreement
IN WITNESS WHEREOF, the undersigned has caused this Promissory Note Purchase Agreement to be duly executed by its respective authorized signatories as of the date first indicated above.
Name of Purchaser: Jowell Holdings Ltd.
Signature of Authorized Signatory of Purchaser: /s/ Zhiwei Xu
Name of Authorized Signatory: Zhiwei Xu
Title of Authorized Signatory: Director
Email Address of Authorized Signatory:
Facsimile Number of Authorized Signatory:
Address for Notice to Purchaser: 30 Xinzhuang Section, Jiangsu Provincial Road 227, Changshu, Suzhou City, China 215555
Address for Delivery of Note to Purchaser (if not same as address for notice):
Subscription Amount: US$2,800,000
Promissory Note Purchase Agreement
Exhibit 10.3
PROMISSORY NOTE
| Effective Date: November 14, 2025. | U.S. $2,800,000 |
FOR VALUE RECEIVED, Jowell Global Ltd., a Cayman Islands exempted company (“Borrower”), promises to pay Jowell Holdings Ltd., a British Virgin Islands company, (“Lender”), US$2,800,000 on the date that is thirty-six (36) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of four percent (4%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall be payable on Maturity Date. This Promissory Note (this “Note”) is issued and made effective as of November 14, 2025 (the “Effective Date”). This Note is issued pursuant to that certain Note Purchase Agreement dated November 14, 2025, as the same may be amended from time to time, by and between Borrower and Lender (the “Purchase Agreement”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference.
The purchase price for this Note shall be US$2,800,000 (the “Purchase Price”) in original principal balance. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds in
U.S. Dollars to the designated account by the Borrower.
1. Payment; Prepayment.
1.1. Payment. All payments owing hereunder shall be in lawful money of the United States of America (as defined below), as provided for herein, and delivered to Lender at the address or bank account furnished to Borrower for that purpose.
1.2. Prepayment. Notwithstanding the foregoing, Borrower shall have the right to prepay all or any portion of the Outstanding Balance.
2. Defaults and Remedies.
2.1. Defaults. The following are events of default under this Note (each, an “Event of Default”): (a) Borrower fails to pay any principal or interest when due and payable hereunder; (b) a receiver, trustee or other similar official shall be appointed over Borrower, or a material part of its assets and such appointment shall remain uncontested for 90 days or shall not be dismissed or discharged within 180 days; (d) Borrower files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (e) an involuntary bankruptcy proceeding is commenced or filed against Borrower.
2.2. Remedies. At any time following the occurrence of any Event of Default and upon written notice given by Lender to Borrower, the Borrower has 45 days (the “Grace Period”) from the date of the notice from Lender to cure such default. If the default is not cured after the Grace Period, Lender may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash.
3. Waiver. No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.
4. Governing Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Note shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The provisions set forth in the Purchase Agreement to determine the proper venue for any disputes are incorporated herein by this reference. Any disputes that arise under this Note, shall be heard only in the state or federal courts located in the City of New York.
5. Cancellation. After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.
6. Amendments. The prior written consent of both parties hereto shall be required for any change or amendment to this Note.
7. Assignments. Borrower may not assign or transfer this Note without the prior written consent of Lender, subject to compliance with securities laws and regulations. This Note may not be offered, sold, assigned or transferred by Lender without the prior written consent of Borrower and in compliance with securities laws and regulations.
8. Notices. Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with the subsection of the Purchase Agreement titled “Notices.”
9. Severability. If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.
[Remainder of page intentionally left blank; signature page follows]
IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed as of the Effective Date.
| BORROWER: | ||
| Jowell Global Ltd. | ||
| By: | /s/ Haiting Li | |
| Name: | Haiting Li | |
| Title: | Chief Executive Officer | |
| ACKNOWLEDGED, ACCEPTED AND AGREED: | ||
| LENDER: Jowell Holdings Ltd. | ||
| By: | /s/ Zhiwei Xu | |
| Name: | Zhiwei Xu | |
| Title: | Director | |
[Signature Page to Promissory Note]
ATTACHMENT 1
DEFINITIONS
For purposes of this Note, the following terms shall have the following meanings:
1. “Outstanding Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, offset, or otherwise, accrued but unpaid interest under this Note.
2. “Purchase Price Date” means the date when the Purchase Price is delivered by Lender to Borrower.
3. “Trading Day” means any day on which the Nasdaq Stock Market (or such other principal market for the Ordinary Shares of the Company) is open for trading.
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