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 January 2026
Commission File Number: 001-42551
SAGTEC GLOBAL LIMITED
(Translation of registrant’s name into English)
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 of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
On January 14, 2026, Mr. Robert M. Harrison notified
the Company of his resignation as an independent director, effective January 14, 2026, in order to pursue other business commitments.
Mr. Harrison’s resignation was not a result of any disagreement with the Company’s operations, policies, or procedures. On
January 14, 2026, the Board of Directors of the Company accepted and approved Mr. Harrison’s resignation.
On January 14, 2026, the Board of Directors, Nominating
Committee, and the Compensation Committee approved by resolutions and confirmed the appointment of Mr. Ng Aik Soon as a director of the
Company, with a monthly compensation of USD$1,500, effective as of January 14, 2026, for a period of one (1) year or until his successor
is duly elected and qualified, or until his earlier resignation or removal. The Board has determined Mr. Ng is an “independent”
director under applicable U.S. Securities and Exchange Commission and Nasdaq Marketplace Rules. Mr. Ng will be serving on the Board of
Directors as a non-employee, independent director. Mr. Ng has also been named as the chairman of the Nomination Committee and a member
of the Audit Committee and Compensation Committee of the Company.
The foregoing descriptions of our offer letter
to Mr. Ng are qualified in their entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated
by reference herein.
There are no family relationships between Mr.
Ng and any other employees of the Company or members of the Board of Directors.
The biographical information of Mr. Ng is set
forth below:
Ng Aik Soon, age 46.
Mr. Ng has over 15 years of experience in business
development and management across fintech, logistics, e-commerce and technology-related industries. From July 2025 to present, Mr. Ng
has served as Business Development Manager at Awsome Enterprise (Setlary – Earned Wage Access), where he is responsible for developing
and executing business growth strategies for the company’s Earned Wage Access platform, establishing B2B partnership frameworks,
onboarding corporate and SME clients, and coordinating with HR, payroll and fintech integration teams to support product adoption. From
July 2021 to August 2024, Mr. Ng served as Business Development Manager at MYXpress Management Sdn. Bhd., where he led cross-functional
teams, oversaw operational and performance improvement initiatives, and was responsible for business development, client relationship
management and internal process optimization. From May 2020 to May 2021, Mr. Ng served as Senior Business Development Manager at JDMAS
Commerce Sdn. Bhd., where he focused on merchant onboarding, strategic partnerships and cross-border e-commerce initiatives, including
supporting Malaysian merchants’ entry onto JD.com. Mr. Ng received the Malaysian Certificate of Education (SPM) from SMK Tinggi
Setapak, Kuala Lumpur in 1996.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Independent Director offer letter to Mr. Ng Aik Soon, dated January 14, 2026 |
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 |
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|
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| Date: January 21, 2026 |
By: |
/s/ Ng Chen Lok |
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Name: |
Ng Chen Lok |
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Title: |
Chief Executive Officer and |
| |
|
Chairman of the Board |
Exhibit 10.1
January 14, 2026
Re: Independent Director Offer Letter –Mr. Ng Aik
Soon
Dear Mr. Ng Aik Soon,
SAGTEC
GLOBAL LIMITED a British Virgin Islands limited liability company (the “Company” or “we”), is pleased to
offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant
asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to
accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement
between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the
Company.
1. Term.
This Agreement is effective upon the date of this letter and shall continue for a period of one year subject to the provisions in
Section 9 below or until your successor is duly elected and qualified.
2. Services.
You shall render customary services as an Independent Director and such other duties as are reasonably contemplated by you holding
office as an independent director of the Company or which may reasonably be assigned to you by the Board from time to time, including
being member of the committee(s) of the Board (hereinafter, your “Duties”). During the term of this Agreement, you may attend
and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference,
video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone,
electronic mail or other forms of correspondence.
3. Services
for Others. You shall be free to represent or perform services for other persons during the term of this Agreement.
4. Compensation.
As compensation for your services to the Company, you will receive a monthly compensation of USD$1,500, payable on the 16th
day of each month commencing one (1) month after the Commencement Date
5. D&O
Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors’
insurance policy, if available.
6. No
Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without
the prior written consent of the Company.
7. Confidential
Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company,
in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition.
For purposes of this Agreement the term “Confidential Information” means: (i) any information which the Company
possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or
utility in the business in which the Company is engaged; (ii) any information which is related to the business of the Company and is
generally not known by non-Company personnel; and (iii) Confidential Information includes, without limitation, trade secrets and any
information concerning products, processes, formulas, designs, inventions (whether or not patentable or registrable under copyright
or similar laws, and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research,
development and test results, specifications, data, know-how, software, formats, marketing plans, and analyses, business plans and
analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions.
Notwithstanding the foregoing, the term Confidential Information shall not include: (i) any information which becomes generally
available or is readily available to the public other than as a result of a breach of the confidentiality portions of this
Agreement, or any other agreement requiring confidentiality between the Company and you; (ii) information received from a third
party in rightful possession of such information who is not restricted from disclosing such information; (iii) information known by
you prior to receipt of such information from the Company, which prior knowledge can be documented and (iv) information you are
required to disclose pursuant to any applicable law, regulation, judicial or administrative order or decree, or request by other
regulatory organization having authority pursuant to the law; provided, however, that you shall first have given prior written
notice to the Company and made a reasonable effort to obtain a protective order requiring that the Confidential Information not be
disclosed.
c. Documents.
You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies to the Company upon the Company’s demand, upon termination of this Agreement, or upon your termination or Resignation (as defined
in Section 9 herein).
d. Confidentiality.
You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as may
be necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement. Notwithstanding the foregoing, you may disclose
Confidential Information to your legal counsel and accounting advisors who have a need to know such information for accounting or tax
purposes and who agree to be bound by the provisions of this paragraph (d).
e. Ownership.
You agree that the Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask
work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to
any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
8. Non-Solicitation.
During the term of your appointment, you shall not solicit for employment any employee of the Company with whom you have had contact
due to your appointment.
9. Termination
and Resignation. Your services as an Independent Director may be terminated for any or no reason by the determination of the Board
(including any failure to elect you for an ensuing term at any annual meeting of the Board).You may also terminate your services as an
Independent Director for any or no reason by delivering your written notice of resignation to the Company (“Resignation”),
and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation that you have already earned as of the effective date of such termination or
Resignation.
10. Governing
Law; Arbitration. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York. All disputes with
respect to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any
dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by
arbitration administered by the American Arbitration Association at its New York office in force when the Notice of Arbitration is
submitted. The law of this arbitration clause shall be New York law. The seat of arbitration shall be in New York. The number of
arbitrators shall be one. The arbitration proceedings shall be conducted in English.
11. Entire
Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the
parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party
at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such
party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in
separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement,
and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally
enforceable, as an original of such signature.
12. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses,
including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable
law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the
incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable
law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment
or settlement that you are not entitled to be indemnified by the Company.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
The Agreement has been executed and
delivered by the undersigned and is made effective as of the date set first set forth above.
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Sincerely, |
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SAGTEC
GLOBAL LIMITED |
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|
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By: |
/s/
Ng Chen Lok |
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|
Ng Chen
Lok |
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|
Chairman
& Chief Executive Officer |
| AGREED
AND ACCEPTED: |
|
| |
|
| /s/
Ng Aik Soon |
|
| Name:
Ng Aik Soon |
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