Greenpro Capital (NASDAQ: GRNQ) completes $150K private share placement

Rhea-AI Filing Summary

Greenpro Capital Corp. disclosed that it entered into a Subscription Agreement on December 18, 2025 for a private placement of 100,000 shares of its common stock at $1.50 per share, raising aggregate gross proceeds of $150,000. The transaction closed the same day and involves newly issued common stock with a par value of $0.0001 per share.

The company relied on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S, with purchasers representing that they are accredited investors or non‑U.S. persons. No underwriters participated, and Greenpro Capital plans to use the proceeds for operating capital.

Insights

Equity Capital Markets Analyst

Greenpro raises $150K through a small private stock placement.

Greenpro Capital Corp. completed a private placement of 100,000 common shares at $1.50 per share for gross proceeds of $150,000. This adds a modest amount of new equity capital and slightly increases the share count, since these are newly issued common shares rather than secondary sales.

The offering relied on Section 4(a)(2) and Regulation D and/or Regulation S, with purchasers representing accredited or non‑U.S. status, which is a standard structure for unregistered offerings to institutional or sophisticated investors. No underwriters were involved, which avoids banking fees but also means the company handled placement directly.

The stated use of proceeds is operating capital, so the cash supports day‑to‑day needs rather than a specific acquisition or project. The overall impact depends on Greenpro’s existing cash position and total shares outstanding, which are not detailed in this excerpt, but the absolute size of $150,000 suggests this is a relatively small funding step.

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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): December 18, 2025

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 December 18, 2025, Greenpro Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with an investor identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 100,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase price of $1.50 (the “Offering”) or aggregate gross proceeds of $150,000. The Offering closed on December 18, 2025.

The issuance of shares of Common Stock pursuant to the Subscription Agreements 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 each of the Purchasers in the Offering represented that it 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		Form of Subscription Agreement
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: December 18, 2025	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director

FAQ

What did Greenpro Capital Corp. (GRNQ) announce in this 8-K filing?

Greenpro Capital Corp. reported that it entered into a Subscription Agreement on December 18, 2025 for a private placement of 100,000 shares of common stock at $1.50 per share, generating $150,000 in gross proceeds.

How many shares did Greenpro Capital (GRNQ) issue and at what price?

The company issued 100,000 shares of its common stock, par value $0.0001 per share, at a purchase price of $1.50 per share in the private placement.

How much money did Greenpro Capital (GRNQ) raise in the private placement and what is it for?

Greenpro Capital raised aggregate gross proceeds of $150,000 from the offering and plans to use these funds for operating capital.

What securities law exemptions did Greenpro Capital rely on for this GRNQ offering?

The issuance was conducted as an unregistered offering in reliance on Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S, based on the private nature of the offering and investor status representations.

Who could participate in Greenpro Capital's (GRNQ) private placement?

Each purchaser represented that it is either 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.

Were underwriters involved in Greenpro Capital’s (GRNQ) $150,000 stock offering?

No underwriters were involved in the offer and sale of the common stock in this private placement; the company completed the transaction without underwriting intermediaries.