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 January 2024

Commission File Number: 001-38245

Akso Health Group

(Exact name of registrant as specified in its charter)

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,

No. 44, Moscow Road, Qianwan Bonded Port Area,

Qingdao Pilot Free Trade Zone, China (Shandong)

Tel: +86 152 1005 4919

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Entry~~Closing ~~into~~of ~~Material~~Private ~~Definitive Agreements~~Placement

~~Private~~As ~~Placement~~disclosed on Akso Health Group’s (the “Company”) Report on Form 6-K filed with the Securities and Exchange Commission on January 22, 2024, the Company entered into certain securities purchase agreement (the “SPA”) on January 17, 2024 with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 160,826,730 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.4146, or approximately $ 1.2438 per American depositary share of the Company (“ADS”), at a price of $ 0.3317 per Unit, or approximately $ 0.9951 per ADS for an aggregate purchase price of approximately $53.35 million (the “Offering”), subject to various conditions to closing.

On January 1726, 2024, the ~~Company entered into~~transaction ~~certain~~contemplated ~~securities~~by ~~purchase agreement (~~the “SPA”) ~~with~~consummated ~~certain~~when ~~“non-U.S.~~all ~~Persons” (~~the ~~“Purchasers”) as~~closing ~~defined~~conditions ~~in Regulation S~~ of the ~~Securities~~ ~~Act~~SPA ofhave ~~1933,~~been assatisfied ~~amended~~and (the ~~“Securities Act”) pursuant to which the~~ Company ~~agreed~~issued ~~to sell up to an aggregate of 160,826,730 units (~~the “Units~~”),~~ ~~each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant~~ to ~~purchase one Share (“Warrant”)~~ ~~with an initial exercise price of $$0.4146, or approximately $1.2438 per American depositary share of~~ the ~~Company~~Purchasers ~~(“ADS”), at~~pursuant ~~a price of $0.3317 per Unit, or approximately $0.9951 per ADS for an aggregate purchase price of approximately $53.35 million (the “Offering”). The net proceeds~~ to the ~~Company from such Offering shall be used by the Company for working capital and general corporate purposes~~SPA.

~~The~~Following ~~Warrants are exercisable immediately upon~~ the ~~date~~closing of ~~issuance at an initial exercise price of $0.4146, or approximately $1.2438 per ADS, for cash (~~the ~~“Warrant Shares”).~~Offering ~~The~~and ~~Warrants~~as ~~may~~of ~~also be exercised cashlessly if at any time after~~ the ~~six-month~~date ~~anniversary~~ of ~~the~~this ~~issuance date~~report, ~~there~~the isCompany nohas ~~effective registration statement registering~~321,653,460 orordinary ~~no current prospectus available for~~shares, ~~the~~par ~~resale~~value ~~of the Warrant Shares~~$0.0001 ~~The~~per ~~Warrants~~share, ~~shall~~issued ~~expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting stock dividends~~ and ~~splits or other similar transactions~~outstanding.

The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA.

The SPA is subject to various conditions to closing, including, among other things, (a) Nasdaq’s approval of the supplemental listing application for the Units and (b) accuracy of the parties’ representations and warranties.

The forms of the SPA and the Warrant are filed as Exhibits 99.1 and 99.2, respectively, to this Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, 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 exhibits.

Exhibits.

Exhibit No.		Description
99.1		Form of Securities Purchase Agreement
99.2		Form of Warrant

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.

	~~Akso Health Group~~	Akso Health Group
	~~By:~~	~~/s/ Yilin (Linda) Wang~~By:	/s/ Yilin (Linda) Wang
	~~Name:~~	~~Yilin (Linda) Wang~~Name:	Yilin (Linda) Wang
	~~Title:~~	~~Chief Executive Officer~~Title:	Chief Executive Officer
Date: January 22, 2024
Date: January 29, 2024

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