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 April 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 of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On
March 31, 2026, KNOREX Ltd., a Cayman Islands exempted corporation (the “Company”, “our”), entered into (i)
that certain Note Purchase Agreement (the “Notes Agreement”) with North Commerce Parkway Capital LP and TQ Master
Fund LP (collectively, the “Purchasers” and each, a “Purchaser”), pursuant to which, the Company issued a
senior unsecured Note to each Purchaser (collectively, the “Notes”), (ii) that certain Share Purchase Agreement
(the “Purchase Agreement”) with RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC (collectively,
the “Investor”) and (iii) that certain Registration Rights Agreement (the “Registration Rights Agreement”)
with the Investor.
Under
the terms and subject to the conditions of the Notes Agreement, the Company issued Notes with an aggregate principal amount of
$3 million to the Purchasers. The Notes mature in June 2026 and the Notes Agreement contains customary representations, warranties,
conditions, and indemnification obligations of the Company. The Company received net proceeds of $2.7 million from issuance
of the Notes and used approximately $700 thousand to repay existing outstanding indebtedness (including the repayment of approximately
$365 thousand of a total of $513,758 of outstanding, unsecured indebtedness incurred subsequent to the Company’s IPO in
September 2025 from lenders who include members of Company management and shareholders of the Company) with the remaining $2 million
in net proceeds used for transaction expenses and general corporate purposes. The Notes are subject to mandatory prepayment of
an amount equal to 20% of the gross proceeds of the amounts purchased under the Purchase Agreement.
Under
the terms and subject to the conditions of the Purchase Agreement, the Investor has committed to purchase, subject to certain limitations,
up to $50 million (the “Commitment”) of the Company’s class A ordinary shares, par value $0.0005 per share (the “Ordinary
Shares”). The Company has the right, but not the obligation, to direct the Investor to purchase up to the Total Commitment of Ordinary
Shares from time to time for a period of 36 months from the date of the effectiveness of the Registration Statement. The purchase is
subject to certain conditions, including the filing and effectiveness of a resale registration statement (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Ordinary Shares to be sold to
the Investor under the Purchase Agreement.
Upon
receipt of a purchase notice or intraday purchase notice from the Company, the Investor may be obligated to purchase Ordinary
Shares as the Company directs, subject to certain conditions and limitations, at a price per share calculated based on a 3% discount
to the trading price of the Ordinary Shares in the case of a purchase notice, and at a price per share calculated based on a 1% discount
to the lowest sale price of the Ordinary Shares after delivery of an intraday purchase notice, as applicable, over the relevant pricing
periods, each of which commences after delivery of a valid purchase notice or intraday purchase notice by the Company.
Actual sales of shares of Ordinary Shares to the Investor will depend on a variety of factors to be determined by the Company from time-to-time,
including, among other things, market conditions, the trading price of the Company’s Ordinary Shares, and determinations by the
Company as to the appropriate sources of funding for the Company and its operations.
The
net proceeds from sales, if any, under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company
sells Ordinary Shares to the Investor. The Company expects that any proceeds received by the Company from such sales to the Investor
will primarily be used for general corporate purposes. It is possible that no shares will
be issued under the Purchase Agreement.
Pursuant
to the Purchase Agreement, the Company will pay a commitment fee to the Investor in the form of Ordinary Shares with an aggregate market
value of $250,000 or 0.5% of the Commitment (the “Initial Commitment Fee”), which will be paid in three equal monthly installments
commencing on the effective date of the Registration Statement. If the Company sells an aggregate of $25 million or more Ordinary Shares
under the Purchase Agreement, the Company will pay an additional commitment fee to the Investor in the form of Ordinary Shares with an
aggregate market value of $250,000 or an additional 0.5% of the Commitment (together with the Initial Commitment Fee, the “Commitment
Fee”), which will be paid in three equal monthly installments commencing on the one month anniversary of the Company’s sale
of $25 million or more of Ordinary Shares under the Purchase Agreement.
In
connection with the entry into the Purchase Agreement, the Company also entered into the Registration Rights Agreement, pursuant to which
the Company agreed to file with the SEC, within forty-five calendar days of the date of the Registration Rights Agreement, the Registration
Statement for the resale by the Investor of Ordinary Shares that may be issued in connection with the Commitment under the Purchase Agreement
(including the Ordinary Shares used to pay the Commitment Fee).
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification
obligations of the parties. The Purchase Agreement will automatically terminate on the earliest of (i) the 36-month anniversary of the
effective date of the Registration Statement, (ii) the date on which the Investor shall have made payment to the Company for Ordinary
Shares equal to the Commitment or (iii) the date any statute, rule, regulation, executive order, decree, ruling or injunction that would
prohibit any of the transactions contemplated by the Purchase Agreement goes into effect. The Company has the right to terminate the
Purchase Agreement at any time, at no cost or penalty, upon ten trading days’ prior written notice to the Investor so long as (a)
there are no outstanding purchase notices under which the Ordinary Shares have yet to be issued and (b) the Company has paid all amounts
owed to the Investor pursuant to the Purchase Agreement. The Company and the Investor may also agree to terminate the Purchase Agreement
by mutual written consent.
The
foregoing descriptions of the Notes Agreement, Purchase Agreement and the Registration Rights Agreement are qualified in their entirety
by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively,
and each of which is incorporated herein by reference.
This
Current Report on Form 6-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other jurisdiction.
The
Notes as well as the Ordinary Shares that may be issued under the Purchase Agreement are being offered and sold in transactions exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption afforded
under Section 4(a)(2) thereof.
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Note
Purchase Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., North Commerce Parkway Capital LP and TQ Master Fund LP. |
| 10.2 |
|
Share Purchase Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC. |
| 10.3 |
|
Registration Rights Agreement, dated as of March 31, 2026, by and among KNOREX Ltd., RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC. |
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:
April 2, 2026
