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 February 2026
Commission
File Number 001-42885
Agroz
Inc.
(Translation
of registrant’s name into English)
No.
2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,
47810
Petaling Jaya, Selangor, Malaysia
(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 ☐
Note
Financing
On
February 10, 2026, the Company entered into a Note Purchase Agreement with an investor (“Investor”), pursuant to which the
Company issued and sold to the Investor a Secured Promissory Note in the original principal amount of $3,330,000.00 (the “Note”).
The Note carries an original issue discount of $300,000.00 (the “OID”). In addition, the Company agreed to pay $30,000.00
to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in
connection with the purchase and sale of the Note (the “Transaction Expense Amount”). The OID and the Transaction Expense
Amount are included in the initial principal balance of the Note. The purchase price of the Note is $3,000,000.00, computed as follows:
$3,330,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. The Company consummated the offering of the
Note (“Offering”) on February 10, 2026. The Company’s placement agent, Maxim Group LLC, was paid $210,000.00 in commissions,
or seven percent (7%) of the gross proceeds from the Offering. The Company received offering proceeds of $2,740,440.00 following the
deduction of legal fees and placement agent fees.
Note
Purchase Agreement
Pursuant
to the Note Purchase Agreement, until all obligations under the Transaction Documents (as defined below) are paid and performed in full
(or as otherwise expressly provided), the Company covenants that: (i) for so long as the Investor beneficially owns the Note and for
at least twenty (20) Trading Days thereafter, the Company shall timely file all reports required under Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), maintain adequate current public information in compliance with Rule
144 under the Securities Act of 1933, as amended, and remain a reporting issuer under the Exchange Act; (ii) the Company’s Ordinary
Shares, par value $0.0001 per share (“Ordinary Shares”) shall remain listed or quoted on NYSE, NYSE American, or Nasdaq,
as applicable; (iii) trading in the Ordinary Shares shall not be suspended, halted, chilled, frozen, reach zero bid, or otherwise cease
on the Company’s principal trading market, other than due to market-wide trading suspensions; (iv) neither the Company nor any
subsidiary shall effect any Restricted Issuance (as defined below) without the Investor’s prior written consent, unless the proceeds
are used to repay the Note in full; (v) the Company shall not enter into any agreement or covenant that restricts or prohibits a variable-rate
transaction with the Investor or its affiliates or the issuance of any Company securities to the Investor or its affiliates; (vi) neither
the Company nor AGSB shall grant any lien, security interest, or encumbrance on any assets without the Investor’s prior written
consent; (vii) the Company shall not permit AGSB to sell, transfer, or issue any equity, voting rights, or other equity interests; (viii)
the Company shall not permit AGSB to incur indebtedness other than in the ordinary course of business; and (ix) any newly formed or acquired
subsidiary or business shall execute a guaranty substantially similar to the Guaranty within ten (10) Trading Days of such formation
or acquisition.
After
an Event of Default (as defined below), the Investor may seek injunctive relief: (i) prohibiting any issuance of Ordinary Shares or preferred
stock unless fifty percent (50%) of gross proceeds are contemporaneously applied to the Note; (ii) invalidating any lock-up imposed in
breach of clause (v) of the immediately preceding paragraph; and (iii) preventing the consummation of any Fundamental Transaction (as
defined below) unless the Note is repaid in full or the Investor provides written consent.
“Transaction
Documents” means the Note, the Security Agreement, the Pledge Agreement, the Guaranty, and all other certificates, documents, agreements,
resolutions and instruments delivered to any party under or in connection with the Note Purchase Agreement, as the same may be amended
from time to time.
“Trigger
Event” means any of the following: (i) the Company fails to pay any principal, interest, fees, charges, or any other amount
when due and payable hereunder; (ii) a receiver, trustee or other similar official shall be appointed over the Company or a material
part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within
sixty (60) days; (iii) the Company becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts
as they become due; (iv) the Company makes a general assignment for the benefit of creditors; (v) the Company files a petition for
relief under any bankruptcy, insolvency or similar law (domestic or foreign); (vi) an involuntary bankruptcy proceeding is commenced
or filed against the Company; (vii) the Company enters into a definitive agreement that contemplates a Fundamental Transaction that
does not include as a condition to closing the full repayment of the Note, or the Company consummates a Fundamental Transaction
where the Note is not repaid in full at the closing of such Fundamental Transaction; (viii) the Company fails to observe or perform
any covenant set forth in Section 4 of the Note Purchase Agreement; (ix) the Company defaults or otherwise fails to observe or
perform any covenant, obligation, condition or agreement of the Company contained herein or in any other Transaction Document (as
defined in the Purchase Agreement), other than those specifically set forth in this definition and Section 4 of the Note Purchase
Agreement; (x) any representation, warranty or other statement made or furnished by or on behalf of the Company to the Investor
herein, in any Transaction Document, or otherwise in connection with the issuance of the Note is false, incorrect, incomplete or
misleading in any material respect when made or furnished; (xi) any money judgment, writ or similar process is entered or filed
against the Company or any subsidiary of the Company or any of its property or other assets for more than $500,000.00, and shall
remain unvacated, unbonded or unstayed for a period of twenty (20) calendar days unless otherwise consented to by the Investor; or
(xii) the Company or any subsidiary of the Company, breaches any covenant or other term or condition contained in any Other
Agreements.
“Event
of Default” means a Trigger Event which becomes an event of Default. At any time following the occurrence of a Trigger Event, the
Investor may, at its option, send written notice to the Company demanding that the Company cure the Trigger Event within five (5) Trading
Days or ten (10) Trading Days with respect to the other Trigger Events. If the Company fails to cure the Trigger Event within the required
five (5) or ten (10) Trading Day cure period, as applicable, such Trigger Event becomes an event of Default under the Note.
“Fundamental
Transaction” means: (a) (i) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, consolidate or merge with or into (whether or not the Company or any of its subsidiaries is the surviving corporation)
any other person or entity, (ii) the Company or any of its subsidiaries shall, directly or indirectly, in one or more related
transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective
properties or assets to any other person or entity, (iii) the Company or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is accepted
by the holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock
of the Company held by the person or persons making or party to, or associated or affiliated with the persons or entities making or
party to, such purchase, tender or exchange offer), (iv) the Company or any of its subsidiaries shall, directly or indirectly,
in one or more related transactions, consummate a stock or share purchase agreement or other business combination (including,
without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby
such other person or entity acquires more than 50% of the outstanding shares of voting stock of the Company (not including any
shares of voting stock of the Company held by the other persons or entities making or party to, or associated or affiliated with the
other persons or entities making or party to, such stock or share purchase agreement or other business combination), (v) the
Company or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize, recapitalize or
reclassify the Ordinary Shares or preferred shares, other than an increase in the number of authorized Ordinary Shares or preferred
shares, (vi) the Company transfers any material asset to any subsidiary, affiliate, person or entity under common ownership or
control with The Company, or (vii) The Company pays or makes any monetary or non-monetary dividend or distribution to its
shareholders; or (b) any “person” or “group” (as these terms are used for purposes of Sections 13(d)
and 14(d) of the Exchange Act (as defined in the Note Purchase Agreement) and the rules and regulations promulgated thereunder) is
or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company.
“Other
Agreements” means, collectively, (i) all existing and future agreements and instruments between, among or by the Company (or an
affiliate), on the one hand, and the Investor (or an affiliate), on the other hand, and (ii) any financing agreement or a material agreement
that affects the Company’s ongoing business operations.
“Restricted
Issuance” means the issuance, incurrence or guaranty of any debt obligations (including any merchant cash advance, account receivable
factoring or other similar agreement), other than trade payables in the ordinary course of business, or the issuance of any securities
that (i) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may
be issued pursuant to such conversion right varies with the market price of the Ordinary Shares; (ii) are or may become convertible into
Ordinary Shares (including without limitation convertible debt, warrants or convertible preferred shares), with a conversion price that
varies with the market price of the Ordinary Shares, even if such security only becomes convertible following an event of default, the
passage of time, or another trigger event or condition; (iii) have a fixed conversion price, exercise price or exchange price that is
subject to being reset at some future date at any time after the initial issuance of such debt or equity security (A) due to a change
in the market price of Company’s Ordinary Shares since the date of the initial issuance or (B) upon the occurrence of specified
or contingent events directly or indirectly related to the business of Company (including, without limitation, any “full ratchet”
or “weighted average” anti-dilution provisions, but not including any standard anti-dilution protection for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction); or (iv) are issued or to be issued in connection with
Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange. For the avoidance of doubt, Ordinary
Shares issued pursuant to any of the following will not be considered Restricted Issuances: (i) at-the-market facilities; or (ii) primary
offerings of Ordinary Shares, convertible preferred stock, or warrants without variable price mechanics or anti-dilution or other similar
mechanics that would allow for the reduction of the conversion price of the convertible preferred stock or the exercise price of the
warrants.
The
Note Purchase Agreement is filed herein as Exhibit 10.1. Capitalized terms used in the “Note Purchase Agreement” subsection
of this Form 6-K have the meanings set forth in the Note Purchase Agreement.
Secured
Promissory Note
The
Note has an original principal amount of $3,330,000.00 and carries an OID of $300,000.00. Any interest, fees, charges, and late fees
accrued under the Note (“Issuance Date”) are due on the date that is six (6) months after the issuance date of the Note (the
“Maturity Date”). The Note bears interest on its Outstanding Balance at the rate of nine percent (9%) per annum from the
Issuance Date until the same is paid in full. Interest is computed on the basis of a 360-day year comprised of twelve (12) thirty
(30) day months, shall compound daily and shall be payable in accordance with the terms of the Note on the Maturity Date. The Company
may prepay the Note without any penalties.
Each
time the Company receives any funds in connection with any fundraising or financing transaction (including, but not limited to, any warrant
exercises, “at the market” financing, equity line of credit or debt financing), it shall immediately make a mandatory prepayment
under the Note in an amount equal to the lesser of (a) thirty-three percent (33%) of the amount raised in such transaction, and (b) the
Outstanding Balance due under the Note as of the closing date of such financing, payable within two (2) Trading Days of receiving such
amount.
On
up to two (2) separate occasions, the Company may extend the Maturity Date by three (3) months by sending the Investor ten (10) days’
prior written notice. Each time the Company exercises this extension right, the Outstanding Balance will automatically increase by seven-and-a-half
percent (7.5%).
Subject
to the terms of the Note, at any time after the occurrence of any Trigger Event, Investor may, at its option, increase the Outstanding
Balance by applying the Trigger Effect (as defined below). At any time following the occurrence of a Trigger Event, Investor may, at
its option, send written notice to Borrower demanding that Borrower cure the Trigger Event described in clause (a) of Section 3.1 (the
Company fails to pay any principal, interest, fees, charges, or any other amount when due and payable) within five (5) Trading Days or
ten (10) Trading Days with respect to the other Trigger Events. If Borrower fails to cure the Trigger Event within the required five
(5) or ten (10) Trading Day cure period, as applicable, such Trigger Event will automatically become an Event of Default.
At
any time and from time to time following the occurrence of any Event of Default, Investor may accelerate the Note by written notice to
Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the Mandatory Default Amount (as defined below).
Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (b) – (f) of Section 3.1, an Event
of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence of such Trigger Event shall become
immediately and automatically due and payable in cash at the Mandatory Default Amount, without any written notice required by Investor
for the Trigger Event to become an Event of Default. At any time after the occurrence of any Event of Default, upon written notice given
by the Investor to the Company, interest shall accrue on the Outstanding Balance beginning on the date the applicable Event of Default
occurred at an interest rate equal to the lesser of twenty-two percent (22%) per annum or the maximum rate permitted under applicable
law (“Default Interest”).
“Mandatory
Default Amount” means the Outstanding Balance following the application of the Trigger Effect.
“Major
Trigger Event” means any Trigger Event occurring under Sections 3.1(a) - 3.1(h) of the Note.
“Minor
Trigger Event” means any Trigger Event that is not a Major Trigger Event.
“Trigger
Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by (a) fifteen percent (15%)
for each occurrence of any Major Trigger Event, or (b) five percent (5%) for each occurrence of any Minor Trigger Event, and then adding
the resulting product to the Outstanding Balance as of the date the applicable Trigger Event occurred, with the sum of the foregoing
then becoming the Outstanding Balance under the Note as of the date the applicable Trigger Event occurred; provided, however, that the
aggregate application of the Trigger Effect may not exceed twenty-five percent (25%).
Any
fees, balance adjustments, Default Interest or other charges assessed under the Note are not penalties but instead are intended by the
parties to be, and shall be deemed, liquidated damages.
A
form of the Note is filed herein as Exhibit 10.2. Capitalized terms used in the “Secured Promissory Note” subsection of this
Form 6-K have the meanings set forth in the Note.
Security
Agreement, Pledge Agreement, and Guaranty
The
Company’s obligations under the Note and the other Transaction Documents are secured by: (i) all of Company’s assets, as
further described in the Security Agreement (the “Security Agreement”), a form which is filed herein as Exhibit 10.3; (ii)
a pledge of Company’s ordinary shares in Agroz Group Sdn. Bhd., a Malaysian company (“AGSB”) which is the subsidiary
of the Company, pursuant to the terms of the Pledge Agreement (the “Pledge Agreement”) a form which is filed herein as Exhibit
10.4; and (iii) a guarantee of the Company’s obligations pursuant to the Transaction Documents by AGSB pursuant to the Guaranty,
a form of which is filed herein as Exhibit 10.5.
Under
the Security Agreement, the Company pledged and granted to the Investor a first-position security interest in the Collateral (as defined
below), as security for the Obligations (as defined below). Amongst other things, the Company also agreed not to sell or otherwise dispose,
or offer to sell or otherwise dispose, of the Collateral or any interest therein (other than inventory in the ordinary course of business)
and not to, directly or indirectly, allow, grant or suffer to exist any Lien (as defined in the Security Agreement”) upon any of
the Collateral, other than Permitted Liens (as defined in the Security Agreement). Under the Pledge Agreement, the Company granted the
Investor a first-position security interest in all of the ordinary shares of AGSB held by the Company. Under the Guaranty, AGSB agreed
guarantee the Obligations (as defined in the Guaranty).
“Collateral”
means all right, title, interest, claims and demands of the Investor in and to the property described in Schedule A of the Security Agreement,
and to all replacements, proceeds, products, and accessories thereof.
“Obligations”
means all loans, advances, future advances, debts, liabilities and obligations, howsoever arising on or after February 10, 2026, owed
by the Company to the Investor or any affiliate of the Investor of every kind and description, whether created by the Note, the Security
Agreement, any other Transaction Documents, any future loan or other agreements between the Company and the Investor (or any affiliate
of the Investor), any modification or amendment to any of the foregoing, guaranty of payment or other contract or by a quasi-contract,
tort, statute or other operation of law, whether incurred or owed directly to the Investor or as an affiliate of the Investor or acquired
by the Investor or an affiliate of the Investor by purchase, pledge or otherwise, (b) all costs and expenses, including attorneys’
fees, incurred by the Investor or any affiliate of the Investor in connection with the Note or in connection with the collection or enforcement
of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a), (c) the payment of all other sums,
with interest thereon, advanced in accordance herewith to protect the security of the Security Agreement, and (d) the performance of the covenants
and agreements of the Company contained in the Security Agreement and all other Transaction Documents.
SUBMITTED
HEREWITH
EXHIBIT
| |
|
| 10.1+ |
Note Purchase
Agreement |
| 10.2+ |
Form of Secured Promissory Note |
| 10.3+ |
Form of Security Agreement |
| 10.4+ |
Form of Pledge Agreement |
| 10.5+ |
Form of Guaranty |
| + | | Portions of this exhibit have been redacted. |
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.
Agroz
Inc.
| /s/ Gerard Kim Meng Lim |
|
| Gerard Kim Meng Lim, Chief Executive Officer |
|
| Date: February 13, 2026 |
|
