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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): October 3, 2025 (October 1, 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 |
(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
October 1, 2025, Greenpro Capital Corp. (the “Company”) entered into subscription agreements (the “Subscription Agreements”)
with individual investors identified in the Subscription Agreements (individually, the “Purchaser” and collectively, the
“Purchasers”), providing for the private placement of an aggregate of 100,000 shares of the Company’s common stock,
par value $0.0001 (the “Common Stock”), at a per share purchase price of $1.30 (the “Offering”). The Offering
closed on October 1, 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 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:
October 3, 2025 |
By: |
/s/
Lee Chong Kuang |
| |
Name: |
Lee
Chong Kuang |
| |
Title: |
Chief
Executive Officer, President, Director |
