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 February 2026
Commission
File Number: 001-42551
SAGTEC
GLOBAL LIMITED
(Registrant’s
Name)
Lot
6-2, Level 9, Equatorial Plaza,
Jalan
Sultan Ismail, 50250 Kuala Lumpur, Malaysia
(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 CURRENT REPORT
On
January 15, 2026, Helena Global Investment Opportunities I Ltd. (“Helena”) filed a complaint against Sagtec Global Limited
(the “Company”) in the Supreme Court of the State of New York, County of New York (the “Complaint”), alleging
claims arising out of a purchase agreement entered into between the parties dated July 11, 2025 (the “Agreement”), which
the Company previously disclosed in a Form 6-K filed on the same date. The Company was served with the Complaint outside of the State
of New York on January 28, 2026 and the Company is required to serve an answer to the Complaint within 30 days of such date.
The
Agreement provides that the Company may, at its discretion, issue and sell to Helena up to $25 million of the Company’s ordinary
shares over time in separate advances, subject to specified conditions, limitations, and the effectiveness of a resale registration statement.
In
the Complaint, Helena alleges that the Company failed to deliver certain equity securities purportedly owed under the Agreement in connection
with a commitment fee provision. Based on these allegations, Helena asserts claims for breach of contract, declaratory relief, and specific
performance, and seeks, among other relief, (i) compensatory damages in an amount of approximately $500,000 and (ii) specific performance
requiring the Company to issue and deliver equity securities having an aggregate value of approximately $500,000, together with interest,
attorneys’ fees and costs.
The
Company disputes Helena’s claims and believes that it has meritorious defenses. The Company intends to vigorously defend the action.
At this time, the Company is unable to predict the outcome of the matter or reasonably estimate the amount of any potential loss, if
any. An adverse outcome in this matter could have a material adverse effect on the Company’s financial condition, results of operations,
or cash flows.
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, thereunto duly authorized.
| SAGTEC
GLOBAL LIMITED |
|
| |
|
|
| By: |
/s/
Ng Chen Lok |
|
| Name: |
Ng
Chen Lok |
|
| Title: |
Chairman,
Chief Executive Officer and
Executive Director |
|
Date:
February 11, 2026
