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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): May 29, 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
May 29, 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 28,949 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase
price of $1.7272 (the “Offering”) for aggregate gross proceeds of $50,000. The Offering closed on May 29, 2026. Following
completion of the Offering, the Company had a total of 18,062,072 shares of Common Stock issued and outstanding, and Mr. Lee holds directly
1,875,293 shares or 10.38% of the Company’s outstanding Common Stock. As of May 29, 2026, Mr. Lee and his spouse, Ms. Yap Pei Ling,
held an aggregate of 2,041,208 shares, representing approximately 11.3% of the Company’s outstanding Common Stock, consisting of
1,875,293 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 May 29, 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:
June 2, 2026 |
By: |
/s/
Loke Che Chan Gilbert |
| |
Name: |
Loke
Che Chan Gilbert |
| |
Title: |
Chief
Financial Officer, Secretary, Treasurer and Director |
