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  4. [8-K] Greenpro Capital Corp. Reports Material Event

CEO-led $250K private share purchase at Greenpro Capital (NASDAQ: GRNQ)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. entered into a Subscription Agreement with its CEO, President and Director, Mr. Lee Chong Kuang, for a private placement of 107,310 shares of common stock at $2.3297 per share, raising gross proceeds of $250,000.

The offering closed on April 28, 2026 and increased total common shares issued and outstanding to 18,033,123. After the transaction, Mr. Lee directly holds 1,846,344 shares, or 10.24% of the company, and together with his spouse holds 2,012,259 shares, or about 11.16%. The company plans to use the proceeds for operating capital. The shares were issued as unregistered securities under exemptions including Section 4(a)(2), Regulation D and Regulation S.

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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.
Private placement size $250,000 gross proceeds Subscription Agreement closed April 28, 2026
Shares issued in offering 107,310 shares Common stock sold to CEO in private placement
Purchase price per share $2.3297 per share Price for common stock in Subscription Agreement
Total shares outstanding post-offering 18,033,123 shares Common stock issued and outstanding after closing
CEO direct holdings 1,846,344 shares (10.24%) CEO ownership of outstanding common stock after offering
Combined CEO and spouse holdings 2,012,259 shares (11.16%) Aggregate ownership of Mr. Lee and Ms. Yap Pei Ling
Subscription Agreement financial
"entered into a subscription agreement (the “Subscription Agreement”) with its Chief Executive Officer"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
private placement financial
"providing for the private placement of 107,310 shares of the Company’s common stock"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Regulation D regulatory
"and Regulation D and/or Regulation S promulgated under the Securities Act"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Regulation S regulatory
"Regulation D, and/or Regulation S of the Securities Act were available"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
accredited investor financial
"the Purchaser in the Offering represented that he is an “accredited investor” within the meaning of Rule 501(a)"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
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): April 28, 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 April 28, 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 107,310 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase price of $2.3297 (the “Offering”) for aggregate gross proceeds of $250,000. The Offering closed on April 28, 2026. Following completion of the Offering, the Company had a total of 18,033,123 shares of Common Stock issued and outstanding, and Mr. Lee holds directly 1,846,344 shares or 10.24% of the Company’s outstanding Common Stock. As of April 28, 2026, Mr. Lee and his spouse, Ms. Yap Pei Ling, held an aggregate of 2,012,259 shares, representing approximately 11.16% of the Company’s outstanding Common Stock, consisting of 1,846,344 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 April 28, 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: April 30, 2026 By: /s/ Loke Che Chan Gilbert
  Name: Loke Che Chan Gilbert
  Title: Chief Financial Officer, Secretary, Treasurer and Director

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Greenpro Capital Corp. (GRNQ) disclose in this 8-K?

Greenpro Capital Corp. disclosed a private placement of 107,310 common shares to its CEO at $2.3297 per share, generating $250,000 in gross proceeds. The deal was documented in a Subscription Agreement dated April 28, 2026 and closed the same day.

How many shares did GRNQ issue and at what price in the private placement?

The company issued 107,310 shares of common stock at a purchase price of $2.3297 per share. This insider financing raised $250,000 in gross proceeds and was completed as a private placement without any underwriters involved in the transaction.

How did the private placement affect Greenpro Capital Corp.’s share count?

Following completion of the offering, Greenpro Capital Corp. had 18,033,123 shares of common stock issued and outstanding. This reflects the additional 107,310 shares sold in the private placement to the CEO under the Subscription Agreement dated April 28, 2026.

What ownership stake does GRNQ’s CEO hold after this transaction?

After the offering, CEO Mr. Lee Chong Kuang directly holds 1,846,344 shares, or 10.24% of Greenpro’s outstanding common stock. Including 165,915 shares held by his spouse, they collectively own 2,012,259 shares, representing approximately 11.16% of the company.

How will Greenpro Capital Corp. (GRNQ) use the $250,000 raised?

The company plans to use the $250,000 in gross proceeds from the private placement for operating capital. This means the funds are intended to support day-to-day business needs, such as working capital requirements and general corporate purposes, rather than a specified project.

Filing Exhibits & Attachments

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