Greenpro Capital (GRNQ) settles MFAI NFT-related disputes with cash and share surrender

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Greenpro Capital Corp. entered into a Confidential Settlement Agreement and Mutual Release of Claims with Millennium Fine Art Inc. to resolve a Nevada state court case and related arbitration tied to an alleged 2021 NFT-related contract. Subject to closing conditions, Greenpro will pay $100,000 and surrender 2,000,000 restricted shares of MFAI Class B common stock for cancellation, which equals its entire equity interest in MFAI and represents about 5% of MFAI’s issued and outstanding shares and about 1% of its total voting rights. After the settlement consideration is exchanged, all litigation and arbitration will be dismissed with prejudice, and both parties grant mutual general releases, with no admission of liability or wrongdoing. The Board approved the settlement by unanimous written consent dated June 15, 2026.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Settlement cash payment: $100,000 MFAI shares surrendered: 2,000,000 shares MFAI ownership represented: 5% of issued and outstanding shares +3 more

6 metrics

Settlement cash payment $100,000 Cash Greenpro will pay MFAI under settlement

MFAI shares surrendered 2,000,000 shares Restricted MFAI Class B common stock to be cancelled

MFAI ownership represented 5% of issued and outstanding shares Portion of MFAI equity represented by surrendered shares

MFAI voting rights represented 1% of total voting rights Voting power tied to surrendered MFAI shares

Millennium Sapphire interest sold 4% ownership interest Asset interest Greenpro sold to MFAI in 2020

Millennium Sapphire weight 12.3 kilograms Weight of carved natural blue sapphire referenced

Key Terms

Confidential Settlement Agreement and Mutual Release of Claims, with prejudice, restricted shares, non-disparagement provisions, +1 more

5 terms

Confidential Settlement Agreement and Mutual Release of Claims legal

"entered into a Confidential Settlement Agreement and Mutual Release of Claims with Millennium Fine Art Inc."

with prejudice legal

"the parties will dismiss the litigation and arbitration with prejudice."

A legal phrase meaning a claim, lawsuit, or right is closed permanently and cannot be brought again; it signals finality in a dispute. For investors, 'with prejudice' matters because it removes the chance of the same legal exposure reappearing, similar to locking a door so no one can enter again, which can reduce uncertainty about future liabilities and affect valuation and risk assessments.

restricted shares financial

"surrender 2,000,000 restricted shares of MFAI’s Class B common stock for cancellation."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

non-disparagement provisions legal

"contains mutual general releases of claims, confidentiality and non-disparagement provisions"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 07/01/2026 - 11:21 AM Accepted by SEC EDGAR 07/01/2026 - 11:20 AM

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, 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.

On June 24, 2026, Greenpro Capital Corp. (the “Company”) entered into a Confidential Settlement Agreement and Mutual Release of Claims with Millennium Fine Art Inc. (“MFAI”). The Settlement Agreement resolves all claims asserted in the Nevada state court action (Case No. A-21-840033-B) and the related JAMS arbitration (Ref. No. 5260000038), including claims previously disclosed by the Company relating to an alleged 2021 NFT-related contract.

Pursuant to the Settlement Agreement, and subject to the parties’ satisfaction of certain closing conditions, including delivery of executed dismissal documents, the Company will pay MFAI $100,000 and surrender 2,000,000 restricted shares of MFAI’s Class B common stock for cancellation.

The 2,000,000 restricted shares of MFAI Class B common stock to be surrendered for cancellation represent the entirety of the Company’s equity interest in MFAI. As previously disclosed, the Company acquired these shares on July 1, 2020 as consideration for the sale to MFAI of the Company’s 4% ownership interest in a 12.3-kilogram carved natural blue sapphire (the “Millennium Sapphire”), in which MFAI holds a 100% interest. These shares represent approximately 5% of MFAI’s issued and outstanding shares and approximately 1% of MFAI’s total voting rights. Other than this investment, the matters resolved by the Settlement Agreement, and the Settlement Agreement itself, there is no material relationship between the Company and MFAI.

Following the exchange of the settlement consideration, the parties will dismiss the litigation and arbitration with prejudice. The Settlement Agreement also contains mutual general releases of claims, confidentiality and non-disparagement provisions, and provides that neither the agreement nor its performance constitutes an admission of liability or wrongdoing by the Company.

The Company’s Board of Directors approved the Settlement Agreement via unanimous written consent dated June 15, 2026.

The foregoing description is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Confidential Settlement Agreement and Mutual Release of Claims by and between Millennium Fine Art Inc. and Greenpro Capital Corp.
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: July 1, 2026	By:	/s/ Lee Chong Kuang
	Name:	Lee Chong Kuang
	Title:	Chief Executive Officer, President, Director

Source: View Original Filing on SEC EDGAR

FAQ

What did Greenpro Capital Corp. (GRNQ) announce in this 8-K filing?

Greenpro Capital Corp. entered a Confidential Settlement Agreement with Millennium Fine Art Inc. The deal resolves a Nevada lawsuit and a related arbitration, dismissing both with prejudice after settlement terms are completed, and includes mutual releases without any admission of liability.

How much will Greenpro Capital Corp. (GRNQ) pay under the settlement with MFAI?

Greenpro will pay $100,000 to Millennium Fine Art Inc. under the settlement. In addition to this cash payment, Greenpro will surrender 2,000,000 restricted Class B MFAI shares for cancellation, representing its entire equity interest in MFAI.

What equity interest is Greenpro Capital Corp. (GRNQ) giving up in Millennium Fine Art Inc.?

Greenpro will surrender 2,000,000 restricted Class B MFAI shares, its full equity interest in MFAI. These shares equal about 5% of MFAI’s issued and outstanding shares and around 1% of its total voting rights, and will be cancelled.

Which disputes between Greenpro Capital Corp. (GRNQ) and MFAI are resolved by this settlement?

The settlement resolves all claims in a Nevada state court action, Case No. A-21-840033-B, and a related JAMS arbitration, Ref. No. 5260000038. These disputes involved claims previously disclosed regarding an alleged 2021 NFT-related contract between the parties.

Does the settlement between Greenpro Capital Corp. (GRNQ) and MFAI include an admission of liability?

The settlement expressly provides that neither the agreement nor its performance constitutes an admission of liability or wrongdoing by Greenpro. It instead includes mutual general releases, confidentiality, and non-disparagement provisions, with all litigation and arbitration dismissed with prejudice once completed.

When did Greenpro Capital Corp. (GRNQ) acquire the MFAI shares now being surrendered?

Greenpro acquired the 2,000,000 MFAI Class B shares on July 1, 2020 as consideration. They were received for selling its 4% ownership interest in a 12.3-kilogram carved natural blue sapphire, the Millennium Sapphire, in which MFAI holds a 100% interest.

Filing Exhibits & Attachments

18 documents

Agreements & Contracts

EX-10.1 EX-10.1 10.9 KB