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

Rhea-AI Filing Summary

Greenpro Capital Corp (NASDAQ: GRNQ) has completed a private placement offering on June 23, 2025, raising capital through the sale of 200,000 shares of common stock at $1.30 per share, totaling $260,000.

Key details of the transaction:

• The shares were issued under Section 4(a)(2) of the Securities Act and Regulation D exemptions
• The purchaser qualified as an "accredited investor" under Rule 501(a)
• No underwriters were involved in the transaction
• Proceeds will be used for operating capital

The private placement was executed through a subscription agreement with an individual investor. The company's common stock is listed on the NASDAQ Capital Market. The transaction represents a strategic move to strengthen the company's working capital position through equity financing.

Insights

Securities Offerings Expert

Greenpro completed a small $260,000 private placement for operating capital, indicating routine fundraising activity without strategic implications.

This 8-K discloses a straightforward private placement where Greenpro Capital raised $260,000 by selling 200,000 shares at $1.30 per share to a single accredited investor. The transaction closed on June 23, 2025, with the company specifically designating the proceeds for "operating capital" - a notably general designation that provides minimal insight into the strategic purpose of this fundraising.

The company utilized exemptions under Section 4(a)(2) and Regulation D of the Securities Act, which is standard practice for private placements. This approach allows for faster execution and lower transaction costs compared to registered offerings, but restricts participation to accredited investors only.

What's notable about this transaction is its relatively modest size for a NASDAQ-listed company. The decision to raise capital through a private placement rather than through institutional channels or a larger public offering might reflect either very specific short-term capital needs or potentially limited access to larger funding sources. The absence of warrants or other equity sweeteners, which are common in small-cap financings, suggests straightforward terms.

The lack of specificity regarding use of proceeds beyond general "operating capital" is worth noting, as more strategic raises typically outline specific growth initiatives, debt reduction, or acquisition plans. This filing represents a routine financing event that strengthens the company's working capital position without signaling any material shift in business strategy.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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.

Understanding 8-K Material Events →

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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 24, 2025 (June 23, 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 Agreements

On June 23, 2025, Greenpro Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with an individual investor identified in the Subscription Agreement (the “Purchaser”) providing for the private placement of 200,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase price of $1.30 (the “Offering”). The Offering closed on June 23, 2025.

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 promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D 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 he or she is an “accredited investor” within the meaning of Rule 501(a) of Regulation D.

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: June 24, 2025	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director