Knorex swaps debt for $3.36M in convertible notes

The notes mature January 1, 2027, and generally require 100% of qualifying gross financing and asset-disposition proceeds to be applied to prepayment.

Rhea-AI Filing Summary

Knorex Ltd. (KNRX) exchanged $3,150,000 of outstanding principal on existing senior unsecured notes for new convertible notes with $3,363,411 in aggregate principal. Holders paid no additional cash consideration for the exchange.

The new notes are unsecured senior obligations, ranking senior to subordinated indebtedness and pari passu with the other Exchange Notes. They mature January 1, 2027 and are convertible at each holder’s option into Class A ordinary shares at the greater of 80% of the lowest Daily VWAP during the five Trading Days before conversion or the applicable floor price, equal to 20% of the NYSE American minimum price and subject to adjustment. Conversion generally cannot result in a holder and its affiliates owning more than 4.99% of outstanding ordinary shares; that limit may increase to 9.99% with advance notice and company consent. Knorex generally must use 100% of gross cash proceeds received by it or its subsidiaries from debt, equity or equity-linked financings, or asset dispositions, to prepay the notes and accrued interest immediately upon receipt. The requirement excludes transactions or uses of proceeds approved in writing by the holders.

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Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.100% of qualifying gross cash proceeds generally must prepay the Exchange Notes.

Filing Explained

Full conversion may require reverse splits or increased authorized share capital, which KNOREX has agreed to support through necessary authorizations.

The October 2 exchange is complete, and the filing adds a company commitment alongside the holders’ conversion option: KNOREX must reserve authorized, unissued shares and obtain and maintain corporate authorizations needed to enable full conversion at the floor price, including reverse splits or authorized-share increases if necessary.

The $3,363,411 stated principal comprises $3,150,000 of exchanged principal, $129,325 in accrued interest capitalized through closing, and an $84,086 original-issue-discount adjustment. The filing says the 2.5% discount does not reduce stated principal.

Key Figures

Existing note principal exchanged: $3,150,000 Aggregate principal of Exchange Notes: $3,363,411 Original issue discount adjustment: $84,086 (2.5%) +4 more

7 metrics

Existing note principal exchanged $3,150,000 Outstanding principal exchanged for the new notes

Aggregate principal of Exchange Notes $3,363,411 Principal amount of the new convertible notes

Original issue discount adjustment $84,086 (2.5%) Adjustment included in the aggregate principal amount

Maturity date January 1, 2027 Exchange Notes

Beneficial ownership limit 4.99% General limit after a holder’s conversion, including affiliates

Potential increased beneficial ownership limit 9.99% May apply with advance notice and company consent

Mandatory prepayment of qualifying gross cash proceeds 100% Generally applies to qualifying financing and asset-disposition proceeds

Key Terms

Daily VWAP, Trading Days, beneficial ownership limitation, pari passu, +1 more

5 terms

Daily VWAP financial

"lowest Daily VWAP of the Ordinary Shares"

Trading Days financial

"during the five Trading Days immediately preceding"

Trading days are the specific days when a stock exchange is open and buying and selling of securities can occur, excluding weekends and exchange-declared holidays. Investors use trading days to measure performance, calculate settlement deadlines and time-sensitive events—think of them as the business hours calendar for markets, where returns, volumes and deadlines are counted only on days the market is operating.

beneficial ownership limitation regulatory

"subject to a beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

pari passu financial

"pari passu with the other Exchange Notes"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

original issue discount financial

"original issue discount adjustment (2.5%)"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much existing principal did KNRX exchange?

Knorex exchanged $3,150,000 in outstanding principal for Exchange Notes with $3,363,411 in aggregate principal. The new principal includes $129,325 of accrued and unpaid interest and an $84,086 original issue discount adjustment.

When do KNRX’s new convertible notes mature?

The Exchange Notes mature on January 1, 2027. Interest accrues at the rate applicable under Knorex’s existing Note Purchase Agreement, as amended by the Exchange Agreement, and is payable at maturity or upon earlier payment, prepayment, redemption or conversion, as applicable.

What conversion price and ownership limits apply to KNRX’s new notes?

The conversion price is the greater of 80% of the lowest Daily VWAP during the five Trading Days before conversion or the applicable floor price, equal to 20% of the NYSE American minimum price and subject to adjustment. Conversion generally cannot result in a holder and its affiliates owning more than 4.99%; the limit may increase to 9.99% with advance notice and company consent.

Which proceeds must KNRX use to prepay the notes?

Immediately upon receipt, Knorex generally must apply 100% of gross cash proceeds from debt, equity or equity-linked financings, or from a sale, transfer, lease or other disposition of assets, to prepayment of the Exchange Notes and accrued interest. The requirement excludes transactions or uses of proceeds approved in writing by the holders.

Does KNRX carry over the Rule 144 holding period?

For purposes of Rule 144, the holding period for the Exchange Notes and the Class A ordinary shares issuable upon conversion includes the holding period of the existing notes beginning March 31, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 6-K: How Foreign Companies Report to the SEC →

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Available on EDGAR 10/08/2026 - 04:15 PM EDT Accepted by SEC EDGAR 10/08/2026 - 04:15 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission file number: 001-42862

KNOREX Ltd.

(Exact name of registrant as specified in its charter)

21 Merchant Road, #04-01

Singapore 058267

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Note Exchange Transaction

As previously disclosed on April 2, 2026, on March 31, 2026 KNOREX Ltd. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands, entered into that certain note purchase agreement with North Commerce Parkway Capital LP (“North Commerce”) and TQ Master Fund LP (“TQ Master Fund”, together with North Commerce, the “Holders” and each individually, a “Holder”), pursuant to which, the Company issued a senior unsecured note to each purchaser.

On October 2, 2026, Company entered into an exchange agreement (the “Exchange Agreement”) with the Holders, pursuant to which the Company exchanged an aggregate of $3,150,000 in outstanding principal amount of existing senior unsecured promissory notes for new convertible promissory notes (the “Exchange Notes”) in an aggregate principal amount of $3,363,411.

The transaction was effected pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), and no additional cash consideration was paid by the Holders in connection with the exchange. The Exchange Notes were issued in substitution and exchange for the existing notes issued pursuant to the Note Purchase Agreement, dated as of March 31, 2026.

The aggregate principal amount of the Exchange Notes consists of the following:

		Amount
Existing note principal exchanged		$	3,150,000
Accrued and unpaid interest capitalized through closing		$	129,325
Original issue discount adjustment (2.5%)		$	84,086
Aggregate principal amount of Exchange Notes		$	3,363,411

The Exchange Notes are unsecured senior obligations of the Company, ranking senior in right of payment to all subordinated indebtedness of the Company and pari passu with the other Exchange Notes issued pursuant to the Exchange Agreement.

Maturity and Interest

The maturity date of the Exchange Notes is January 1, 2027. Interest accrues at the interest rate applicable under the Company’s existing Note Purchase Agreement, as amended by the Exchange Agreement, and is payable at maturity or upon earlier payment, prepayment, redemption or conversion, as applicable. All accrued and unpaid interest on the existing notes through the closing date was capitalized into the principal amount of the applicable Exchange Notes. The Exchange Notes also reflect a 2.5% original issue discount, which is an agreed economic term and does not reduce the stated principal amount of the Exchange Notes.

Conversion Rights

The Exchange Notes are convertible, at the option of the applicable Holder, into fully paid and non-assessable Class A ordinary shares of the Company (the “Ordinary Shares”), at a conversion price is equal to the greater of (a) 80% of the lowest Daily VWAP of the Ordinary Shares during the five Trading Days immediately preceding the applicable conversion date; and the applicable floor price equal to 20% of the NYSE American minimum price as defined in Section 713(c) of the NYSE American LLC Company Guide. The floor price is subject to the adjustments specified in the Exchange Notes. The Exchange Notes are subject to a beneficial ownership limitation that generally prohibits conversion to the extent that, after giving effect to such conversion, the applicable Holder and its affiliates would beneficially own more than 4.99% of the Company’s outstanding Ordinary Shares. Subject to the terms of the Exchange Notes, the limitation may be increased to 9.99% upon the requisite advance notice and Company consent.

Mandatory Prepayment

The Exchange Agreement amended the Company’s existing Note Purchase Agreement to provide that, immediately upon receipt by the Company or any of its subsidiaries of gross cash proceeds from any debt, equity or equity-linked financing or from any sale, transfer, lease or other disposition of assets, the Company is generally required to use 100% of such gross cash proceeds to prepay the Exchange Notes, together with accrued and unpaid interest on the principal amount being repaid. The foregoing mandatory prepayment requirement does not apply to proceeds from transactions or uses of proceeds expressly approved in writing by the Holders.

Other Terms

The Exchange Notes contain customary provisions relating to events of default, fundamental transactions, transfer restrictions, share reservation, delivery of conversion shares and remedies. The Company is required to reserve authorized and unissued Ordinary Shares sufficient to satisfy conversions of the Exchange Notes, subject to the applicable limitations under the Exchange Notes and applicable law and NYSE American rules. The Company has also agreed to obtain and maintain the corporate authorizations necessary to effect reverse share splits and increases in its authorized share capital to the extent necessary to enable conversion of the Exchange Notes in full at the Floor Price, subject to applicable law, NYSE American rules and the Company’s directors’ fiduciary duties. The Exchange Agreement provides that, for purposes of Rule 144 under the Securities Act, the holding period of the Exchange Notes and the Ordinary Shares issuable upon conversion thereof will include the holding period of the existing notes commencing March 31, 2026.

The foregoing description of the Exchange Agreement and the Exchange Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement and the applicable Exchange Note.

Signature

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, thereunto duly authorized.

	KNOREX Ltd.
	By:	/s/ Khar Heng Choo
	Name:	Khar Heng Choo
	Title:	Chairman of the Board of Directors and Chief Executive Officer

Date: October 8, 2026