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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): July
13, 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
(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed in the Definitive Information Statement on Schedule 14C of Greenpro Capital Corp. (the “Company”) dated
July 9, 2026 (the “Information Statement”), the Company’s board of directors (the “Board”) approved, and
stockholders holding a majority of the voting power of the then-outstanding shares of the Company’s common stock, par value $0.0001
(the “Common Stock”), approved by written consent dated June 18, 2026, an amendment to the Company’s Articles of Incorporation
pursuant to Sections 78.2055, 78.385 and 78.390 of the Nevada Revised Statutes (the “NRS”) to effect a reverse stock split
of the issued and outstanding shares of Common Stock at a ratio of one-for-ten (1-for-10) (the “Reverse Stock Split”). The
Information Statement was mailed to stockholders on or about July 17, 2026.
On
July 13, 2026, the Company filed a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of
Nevada to effect the Reverse Stock Split. The Certificate of Amendment will be processed by the Nevada Secretary of State effective at
9:00 p.m. Pacific Time on August 4, 2026. The Reverse Stock Split will become effective for trading purposes at the market opening on
August 6, 2026 (the “Effective Date”), following the expiration of the 20-calendar-day period required by Rule 14c-2 under
the Securities Exchange Act of 1934, as amended, at which time the Company’s Common Stock will begin trading on The Nasdaq Capital
Market on a split-adjusted basis under the symbol “GRNQ.” The new CUSIP number for the Common Stock following the Reverse
Stock Split will be 39540F408.
At
the Effective Time, every ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time will automatically,
without any further action on the part of the Company or any holder thereof, be combined into one (1) share of Common Stock. No fractional
shares will be issued in connection with the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fraction
of a share of Common Stock, the Company will issue such additional fraction of a share as is necessary to increase the fractional share
to a whole share, such that the number of shares of Common Stock to be received by each holder will be rounded up to the nearest whole
share. The par value of the Common Stock will remain $0.0001, and the total number of shares of capital stock that the Company is authorized
to issue will not be changed by the Reverse Stock Split.
Based
on 18,127,663 shares of Common Stock issued and outstanding as of June 30, 2026, and subject to rounding up of fractional shares and
any issuances, cancellations or other changes in shares outstanding after such date, the Reverse Stock Split would reduce the number
of issued and outstanding shares of Common Stock to approximately 1,812,786 shares.
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item
7.01 Regulation FD Disclosure.
On
August 3, 2026, the Company issued a press release announcing the Reverse Stock Split described above. The text of the press release
is furnished as Exhibit 99.1 and incorporated herein by reference.
The
information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report.
Forward-Looking
Statements
This
Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning
of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Reverse Stock Split,
the expected timing and effects of the Reverse Stock Split, trading of the Common Stock on a split-adjusted basis, the new CUSIP number,
the anticipated number of shares outstanding following the Reverse Stock Split, the Company’s ability to maintain compliance with
Nasdaq listing standards, the potential impact of the Reverse Stock Split on the trading price, liquidity, marketability and investor
perception of the Common Stock, and the Company’s strategic initiatives, including its application for a digital banking license
under the Malaysia Labuan Financial Services Authority framework.
Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Factors that could cause actual results to differ materially include risks described
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and the Company’s
other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement,
except as required by law.
Item
9.01 Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Nevada. |
| 99.1 |
|
Press Release dated August 3, 2026. |
| 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:
August 3, 2026 |
By: |
/s/
Lee Chong Kuang |
| |
Name: |
Lee
Chong Kuang |
| |
Title: |
Chief
Executive Officer, President, Director |
Exhibit
99.1
Greenpro
Capital Corp. Announces 1-for-10 Reverse Stock Split
KUALA
LUMPUR, Malaysia - August 3, 2026 - Greenpro Capital Corp. (NASDAQ: GRNQ) (“Greenpro” or the “Company”) today
announced that it will effect a one-for-ten (1-for-10) reverse stock split of its issued and outstanding common stock, par value $0.0001
(the “Common Stock”) (the “Reverse Stock Split”).
The
Company’s Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on August
6, 2026 and will continue to trade under the symbol “GRNQ.” The new CUSIP number for the Common Stock following the Reverse
Stock Split will be 39540F408.
The
Reverse Stock Split was previously approved by the Company’s board of directors and by stockholders holding a majority of the voting
power of the then-outstanding shares of Common Stock and was described in the Company’s Definitive Information Statement on Schedule
14C dated July 9, 2026, which was mailed to stockholders on or about July 17, 2026.
At
the effective time of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding immediately prior to the
effective time will automatically be combined into one (1) share of Common Stock. No fractional shares will be issued in connection with
the Reverse Stock Split. If the Reverse Stock Split would result in a fractional share, the Company will round such fractional share
up to the nearest whole share. The par value of the Common Stock will remain unchanged at $0.0001, and the Reverse Stock Split will not
change the total number of authorized shares of Common Stock or preferred stock.
Based
on 18,127,663 shares of Common Stock issued and outstanding as of June 30, 2026, and subject to rounding up of fractional shares and
any issuances, cancellations or other changes in shares outstanding after such date, the Reverse Stock Split would reduce the number
of issued and outstanding shares of Common Stock to approximately 1,812,786 shares.
The
Company is effecting the Reverse Stock Split primarily to increase the per share trading price of its Common Stock. The Company is also
pursuing strategic initiatives, including an application for a digital banking license under the Malaysia Labuan Financial Services Authority
framework. Management believes that a higher per share trading price may help address certain negative perceptions associated with low-priced
securities. However, there can be no assurance that the Reverse Stock Split will result in a sustained increase in the trading price
of the Common Stock, that the Common Stock will trade above $5.00 per share following the Reverse Stock Split, or that the Reverse Stock
Split will have any favorable effect on the Company’s strategic initiatives, regulatory applications or relationships with third
parties.
The
Company’s transfer agent, VStock Transfer, LLC, is acting as transfer agent for the Reverse Stock Split. Stockholders holding their
shares electronically in book-entry form are not required to take any action to receive post-Reverse Stock Split shares. Stockholders
owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the Reverse
Stock Split, subject to the procedures of their bank, broker, custodian or nominee. Stockholders of record may direct questions to VStock
Transfer, LLC, located at 18 Lafayette Place, Woodmere, New York 11598, by calling (212) 828-8436.
About
Greenpro Capital Corp.
Greenpro
Capital Corp. is a Nevada corporation headquartered in Kuala Lumpur, Malaysia. Greenpro provides business consulting and corporate advisory
services and pursues strategic initiatives designed to support its business and growth objectives.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include,
without limitation, statements regarding the Reverse Stock Split, the expected timing and effects of the Reverse Stock Split, trading
of the Common Stock on a split-adjusted basis, the new CUSIP number, the anticipated number of shares outstanding following the Reverse
Stock Split, the Company’s ability to maintain compliance with Nasdaq listing standards, the potential impact of the Reverse Stock
Split on the trading price, liquidity, marketability and investor perception of the Common Stock, and the Company’s strategic initiatives,
including its application for a digital banking license under the Malaysia Labuan Financial Services Authority framework. Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied. Factors that could cause actual results to differ materially include risks described
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and the Company’s
other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement,
except as required by law.
Contact
Greenpro
Capital Corp.
(60)
3 8408-1788
Investor
Relations: ir.hk@greenprocapital.com