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

Rhea-AI Filing Summary

Greenpro Capital Corp. (GRNQ) reported a small private stock financing. On November 14, 2025, the company sold 150,000 shares of common stock at $1.30 per share in a private placement to accredited individual investors, generating $195,000 in gross proceeds. The transaction was completed under Regulation D and Section 4(a)(2) of the Securities Act, meaning the shares were issued without SEC registration. No underwriters were involved, and the company plans to use the cash raised for operating capital.

Insights

Equity capital markets analyst

Greenpro raises $195K in a small, dilutive private placement to fund operations.

Greenpro Capital completed a private placement of 150,000 common shares at $1.30 per share, for gross proceeds of $195,000. The deal was done with accredited individual investors under Regulation D and Section 4(a)(2), so the securities were issued without SEC registration and no underwriters participated.

This transaction modestly increases the share count, creating some dilution for existing holders, while adding a relatively small amount of cash to the balance sheet. The stated use of proceeds is operating capital, suggesting the funds are intended to support ongoing business needs rather than a specific new project.

The overall impact depends on Greenpro’s broader capital structure and cash position, which are not detailed here. Subsequent periodic reports will provide more context on how the additional $195,000 of equity funding fits into its liquidity and capital-raising strategy.

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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): November 17, 2025 (November 14, 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 November 14, 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 150,000 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”) or aggregate gross proceeds of $195,000. The Offering closed on November 14, 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: November 17, 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?

Greenpro Capital Corp. disclosed that it entered into subscription agreements for a private placement of 150,000 shares of common stock at $1.30 per share, raising $195,000 in gross proceeds.

How much capital did GRNQ raise in the private placement and at what price?

GRNQ raised $195,000 in gross proceeds by selling 150,000 common shares at a price of $1.30 per share to accredited investors.

Who purchased the shares in Greenpro Capital’s private placement?

The shares were purchased by individual investors identified in the subscription agreements, each of whom represented that they are an “accredited investor” under Rule 501(a) of Regulation D.

Was the Greenpro Capital (GRNQ) offering registered with the SEC?

No, the shares were issued as an unregistered offering, relying on exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D.

Will Greenpro Capital use an underwriter for this stock sale?

No underwriters were involved in the offer and sale of the common stock; the company completed the private placement directly with the investors.

What will GRNQ use the proceeds of the private placement for?

Greenpro Capital stated that it plans to use the $195,000 of proceeds from the private placement for operating capital.

On what date did Greenpro Capital close the private placement?

The private placement of 150,000 shares of common stock closed on November 14, 2025.