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  4. [8-K] Greenpro Capital Corp. Reports Material Event

Greenpro Capital (GRNQ) CEO buys 65,591 new shares in $100K private placement

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. entered into a subscription agreement with its CEO, President and Director, Mr. Lee Chong Kuang, for a private placement of 65,591 common shares at $1.5246 per share, raising aggregate gross proceeds of $100,000. The offering closed on June 30, 2026 and was conducted without underwriters.

After this transaction, the company had 18,127,663 common shares issued and outstanding. Mr. Lee directly held 1,940,884 shares, or 10.71% of the outstanding stock, and together with his spouse, Ms. Yap Pei Ling, they held 2,106,799 shares, representing approximately 11.62% of the company’s common stock. The proceeds are planned to be used for operating capital.

Positive

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Negative

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Insights

Small insider-led equity raise provides modest new capital with limited dilution.

Greenpro Capital completed a private placement of 65,591 common shares for gross proceeds of $100,000, sold to its CEO at $1.5246 per share. This is a relatively small issuance compared with 18,127,663 shares outstanding after the transaction.

The deal relies on private-offering exemptions under Section 4(a)(2), Regulation D and/or Regulation S, with no underwriters involved. Management’s direct and spousal holdings total 2,106,799 shares, or about 11.62% of the company. The company plans to use the funds for operating capital, so actual impact will depend on how efficiently this additional cash supports ongoing operations.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares issued in private placement 65,591 shares Common stock sold to CEO on June 30, 2026
Per-share purchase price $1.5246 per share Price paid by CEO in subscription agreement
Gross proceeds $100,000 Aggregate proceeds from June 30, 2026 offering
Total shares outstanding 18,127,663 shares Common stock outstanding after the offering
CEO direct holdings 1,940,884 shares (10.71%) CEO ownership after the offering
CEO and spouse combined holdings 2,106,799 shares (11.62%) Aggregate ownership by Mr. Lee and Ms. Yap
Subscription Agreement financial
"entered into a subscription agreement (the “Subscription Agreement”) with its Chief Executive Officer"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
Section 4(a)(2) regulatory
"in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Regulation D regulatory
"Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D and/or Regulation S promulgated"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Regulation S regulatory
"Regulation D and/or Regulation S of the Securities Act were available because the offering did not involve a public offering"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
accredited investor financial
"the Purchaser in the Offering represented that he is an “accredited investor” within the meaning of Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Unregistered Sale of Equity Securities regulatory
"Item 3.02 Unregistered Sale of Equity Securities The information contained above"
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FAQ

What equity transaction did Greenpro Capital Corp. (GRNQ) complete on June 30, 2026?
Greenpro Capital completed a private placement of 65,591 common shares at $1.5246 per share, raising $100,000 in gross proceeds. The shares were sold to its CEO, President and Director, Mr. Lee Chong Kuang, under a subscription agreement.

How many Greenpro Capital (GRNQ) shares are outstanding after the June 2026 offering?
Following the June 30, 2026 private placement, Greenpro Capital had 18,127,663 shares of common stock issued and outstanding. This total reflects the additional 65,591 shares issued to the CEO in the completed subscription agreement.

What is the CEO’s ownership in Greenpro Capital (GRNQ) after the private placement?
After the offering, CEO Mr. Lee Chong Kuang directly holds 1,940,884 shares, or 10.71% of outstanding common stock. Together with his spouse, Ms. Yap Pei Ling, they hold 2,106,799 shares, representing approximately 11.62% of Greenpro’s common stock.

How will Greenpro Capital (GRNQ) use the $100,000 raised from the CEO share purchase?
Greenpro Capital plans to use the $100,000 of gross proceeds from the CEO’s share purchase for operating capital. This means the funds are intended to support the company’s general business operations and ongoing corporate needs.

Under which securities law exemptions was the Greenpro Capital (GRNQ) offering conducted?
The share issuance relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S. The company notes the offering was non-public and the purchaser is an accredited investor and/or not a U.S. person.

Were any underwriters involved in Greenpro Capital’s June 2026 private placement?
No underwriters were involved. Greenpro Capital states that the offer and sale of the common stock in the June 30, 2026 private placement to its CEO were completed without underwriters, using private-offering exemptions from Securities Act registration.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

GREENPRO CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38308   98-1146821
(State or other jurisdiction
of incorporation)		  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

B-23A-02, G-Vestor Tower

Pavilion Embassy, 200 Jalan Ampang

50450 W.P. Kuala Lumpur, Malaysia

(Address of principal executive offices) (Zip Code)

 

(60) 3 8408-1788

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   GRNQ   NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Subscription Agreement

 

On June 30, 2026, Greenpro Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with its Chief Executive Officer, President and Director, Mr. Lee Chong Kuang, (the “Purchaser”) providing for the private placement of 65,591 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase price of $1.5246 (the “Offering”) for aggregate gross proceeds of $100,000. The Offering closed on June 30, 2026. Following completion of the Offering, the Company had a total of 18,127,663 shares of Common Stock issued and outstanding, and Mr. Lee holds directly 1,940,884 shares or 10.71% of the Company’s outstanding Common Stock. As of June 30, 2026, Mr. Lee and his spouse, Ms. Yap Pei Ling, held an aggregate of 2,106,799 shares, representing approximately 11.62% of the Company’s outstanding Common Stock, consisting of 1,940,884 shares held directly by Mr. Lee and 165,915 shares held by Ms. Yap Pei Ling.

 

The issuance of shares of Common Stock pursuant to the Subscription Agreement was made in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D and/or Regulation S promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D, and/or Regulation S of the Securities Act were available because the offering did not involve a public offering and the Purchaser in the Offering represented that he is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and/or is not a “U.S. person” as defined in Regulation S.

 

No underwriters were involved in the offer and sale of the Common Stock in the Offering. We plan to use the proceeds of the Offering for operating capital.

 

Item 3.02 Unregistered Sale of Equity Securities

 

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Subscription Agreement, dated June 30, 2026, by and between Greenpro Capital Corp. and Lee Chong Kuang
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 hereunto duly authorized.

 

  GREENPRO CAPITAL CORP.
     
Date: July 6, 2026 By: /s/ Loke Che Chan Gilbert
  Name: Loke Che Chan Gilbert
  Title: Chief Financial Officer, Secretary, Treasurer and Director

 

 

 

Source: View Original Filing on SEC EDGAR

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