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 September 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 ☐
Private Placement
On September 4, 2026, Sagtec Global Limited (the
“Company”) entered into a definitive private subscription agreement (the “Subscription Agreement”) with HRH Prince
Hassanal of Pahang (the “Subscriber”), pursuant to which the Subscriber agreed to purchase 850,000 Class A ordinary shares
of the Company (the “Shares”) at a purchase price of US$0.65 per Share, for aggregate consideration of US$552,500.
The closing of the private placement is subject
to customary closing conditions, including approval by the Company’s board of directors and compliance with applicable securities
laws and Nasdaq requirements. At the closing, the Company will issue and allot the Shares to the Subscriber and record the Subscriber
as the holder of the Shares in the Company’s register of members.
Under the Subscription Agreement, the Subscriber
is required to pay the aggregate subscription amount in full within six months following the issuance date. The payment obligation is
absolute, unconditional and binding and will not accrue interest before the payment due date. The Subscriber may pay all or any portion
of the subscription amount before the payment due date without penalty.
If the Subscriber fails to pay any outstanding
portion of the subscription amount by the payment due date, the Company may provide written notice requiring payment within 14 days after
receipt of the notice. If the default is not cured within that period, the Company may exercise the remedies available under the Subscription
Agreement, the Company’s memorandum and articles of association and applicable law, including recovery of the unpaid amount and,
to the extent legally permissible, forfeiture or cancellation of the Shares.
The Company intends to use the proceeds from the
private placement for working capital, general corporate purposes, operational expenditures, strategic initiatives, business expansion
and other lawful purposes determined by its board of directors.
The Shares will be issued in a transaction exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”), and will constitute “restricted
securities” within the meaning of Rule 144 under the Securities Act. The Shares may not be offered, sold, pledged or otherwise transferred
absent registration under the Securities Act or an applicable exemption from registration.
The Subscription Agreement is governed by the
laws of the State of New York.
The foregoing description of the Subscription
Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement,
a copy of which is furnished as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference. A copy of the press release
is furnished as Exhibit 99.2 to this report on Form 6-K.
EXHIBITS
| Exhibit 99.1 |
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Definitive Private Subscription Agreement, dated September 4, 2026, between the Company and HRH Prince Hassanal of Pahang |
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| Exhibit 99.2 |
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Press Release dated September 18, 2026, titled “Sagtec Global Completes Strategic Private Placement with His Royal Highness the Crown Prince Hassanal of Pahang, Malaysia”. |
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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| By: |
/s/ Ng Chen Lok |
|
| Name: |
Ng Chen Lok |
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| Title: |
Chairman, Chief Executive Officer and Executive Director |
|
Date: September 18, 2026
Exhibit 99.1
DEFINITIVE PRIVATE SUBSCRIPTION AGREEMENT
Private Placement of Class A Ordinary Shares of Sagtec Global Limited
This Definitive Private
Subscription Agreement (this “Agreement”) is entered into as of September 04, 2026 (the “Effective Date”), by and between:
Sagtec Global Limited (BVI Company No: 2135152), a company incorporated in the British
Virgin Islands (the “Company”),
and
HRH Prince Hassanal of Pahang, an individual residing at Istana Abdulaziz, 25299 Kuantan,
Pahang, Malaysia (the “Subscriber”).
The Company and the Subscriber are sometimes referred to herein individually as a “Party” and collectively
as the “Parties”.
RECITALS
WHEREAS, the Company desires to issue and sell
to the Subscriber, and the Subscriber desires to purchase from the Company, certain Class A Ordinary Shares of the Company upon the terms
and conditions set forth herein;
WHEREAS, the Subscriber is His Royal Highness Tengku Hassanal Ibrahim Alam Shah Ibni Al-Sultan
Abdullah, a member of the Royal Family of the State of Pahang, Malaysia, and desires to make a strategic long-term investment in
the Company;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
ARTICLE I: SUBSCRIPTION AND ISSUANCE OF SHARES
Section 1.1 Subscription
Subject to the terms and conditions of this Agreement, the Subscriber hereby agrees to purchase
from the Company, and the Company agrees to issue and sell to the Subscriber:
850,000 Class A Ordinary Shares of the Company (the “Shares”).
Section 1.2 Purchase Price and Deferred Payment
The purchase price shall be US$0.65 per Share,
resulting in an aggregate subscription amount of US$552,500 (the “Subscription Amount”). The purchase price was mutually agreed by the
Parties following commercial negotiations.
The Subscriber shall pay the Subscription Amount in full within six (6) months after the Issuance
Date (the “Payment Due Date”). Payment shall be made by wire transfer of immediately available funds to the bank account designated in
writing by the Company or by such other method as the Parties may agree in writing. The Subscriber may pay all or any part of the Subscription
Amount before the Payment Due Date without penalty.
The Subscriber’s obligation to pay the Subscription Amount is absolute, unconditional
and binding and constitutes a written obligation to contribute money to the Company as consideration for the issuance of the Shares.
The Subscription Amount shall not bear interest before the Payment Due Date.
Section 1.3 Nature and Ranking of Shares
The Shares shall constitute newly issued Class A Ordinary
Shares of the Company and, subject to the terms of this Agreement, the Company’s Memorandum and Articles of Association and applicable
law, shall rank pari passu in all respects with the Company’s existing Class A Ordinary Shares.
ARTICLE II: CLOSING
Section 2.1 Closing Date
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on such date as may be mutually agreed
by the Parties following the satisfaction or waiver, to the extent legally permissible, of the conditions set forth in Section 2.2 (the
“Closing Date”).
At Closing, the Company shall issue and allot the Shares to the Subscriber notwithstanding that the Subscription Amount
will be paid after Closing in accordance with Section 1.2. The date on which the Shares are entered in the Company’s register of members
in the name of the Subscriber shall be the “Issuance Date” for purposes of this Agreement.
Section 2.2 Closing Conditions
The obligations
of the Parties to consummate the Closing shall be subject to:
(a) execution and delivery of this Agreement by each Party;
(b) approval
of the transaction and the terms of issuance by the Board of Directors of the Company;
(c) delivery by the Subscriber of the binding
payment undertaking contained in Section 1.2;
(d) compliance with applicable securities laws;
(e) compliance with applicable Nasdaq requirements, if any; and
(f) the absence of any governmental
order or legal prohibition preventing consummation of the transaction.
Section 2.3 Closing Deliveries
At Closing:
(a) the Subscriber
shall deliver an executed counterpart of this Agreement;
(b) the Company shall issue and allot the Shares to the Subscriber;
(c) the
Company shall update its register of members and instruct its transfer agent to record the issuance of the Shares in the name of the
Subscriber;
(d) the Company shall deliver written confirmation of the issuance of the Shares to the Subscriber; and
(e) each Party shall
execute and deliver such additional documents as may reasonably be required to give effect to the transactions contemplated by this Agreement.
Section 2.4 Failure to Pay
If the Subscriber fails to pay any unpaid portion of the Subscription Amount by the Payment Due Date, the
Company may deliver written notice requiring payment within fourteen (14) days after receipt of such notice. If the Subscriber fails
to cure the default within that period, the Company may exercise any rights and remedies available under this Agreement, the Company’s
Memorandum and Articles of Association and applicable law, including recovery of the unpaid amount and, to the extent legally permissible,
forfeiture or cancellation of the Shares. No forfeiture or cancellation shall occur except in accordance with the Company’s Memorandum
and Articles of Association and applicable law.
ARTICLE III: USE OF PROCEEDS
The Company shall use the proceeds received from the issuance
of the Shares for working capital, general corporate purposes, operational expenditures, strategic initiatives, business expansion and
such other lawful purposes as may be determined by the Company’s Board of Directors.
ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants
to the Subscriber that:
(a) it is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands;
(b) it has full corporate power and authority to execute, deliver and perform this Agreement;
(c) all corporate action necessary to authorize
the execution and delivery of this Agreement and, on or before Closing, the issuance of the Shares has been or will be duly taken;
(d) the Shares have been duly authorized and, when issued against the Subscriber’s binding payment obligation under this Agreement, shall
be validly issued, subject to the deferred payment terms and any applicable provisions of the Company’s Memorandum and Articles of Association;
(e) the execution and performance of this Agreement will not violate the Company’s Memorandum and Articles of Association, any material
agreement binding upon the Company or any applicable law;
(f) the Company will take such steps as are required for the issuance of the
Shares to comply with applicable securities laws and Nasdaq rules; and
(g) this Agreement constitutes a valid and binding obligation of
the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar
laws affecting creditors’ rights generally and general principles of equity.
ARTICLE V: REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber represents and warrants to the Company that:
(a) he has full legal capacity and authority to enter into and perform this
Agreement;
(b) he is acquiring the Shares for his own account, solely for investment purposes and not with a present view to, or for resale
in connection with, any public distribution in violation of applicable securities laws;
(c) he possesses sufficient financial and business
experience to evaluate the merits and risks of the investment;
(d) he has had access to such information concerning the Company as he
considers necessary to make an informed investment decision and has had the opportunity to ask questions of the Company;
(e) he understands
that the Shares have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or applicable state
securities laws and may not be offered, sold, pledged or otherwise transferred except pursuant to an effective registration statement
or an available exemption from registration;
(f) he will comply with all beneficial ownership and other reporting obligations applicable
to him under U.S. securities laws;
(g) he is capable of bearing the economic risk of the investment, including the possible loss of the entire investment;
(h) he is not
relying upon any representation or warranty other than those expressly set forth in this Agreement; and
(i) the funds used to pay the
Subscription Amount will be derived from lawful sources, and he will provide such information and documentation as the Company may reasonably
require to satisfy applicable anti-money laundering, sanctions and know-your-customer requirements.
ARTICLE VI: TRANSFER RESTRICTIONS
The Subscriber acknowledges that:
(a) the Shares are being issued in a transaction exempt from registration
under the Securities Act;
(b) the Shares constitute restricted securities under Rule 144;
ARTICLE VII: PUBLIC DISCLOSURE
The Parties acknowledge
that the Company may be required to publicly disclose the transaction pursuant to applicable securities laws, SEC reporting obligations,
stock exchange rules, Form 6-K requirements, or other regulatory requirements.
ARTICLE VIII: GOVERNING LAW
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without regard to conflict of law principles.
ARTICLE X: MISCELLANEOUS
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, discussions and understandings.
No amendment shall be effective unless in writing and signed by both Parties.
This Agreement may be executed in counterparts, including
electronically, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.
| Sagtec Global Limited |
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Subscriber |
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| By: |
/s/ Ng Chen Lok |
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By: |
/s/ HRH Prince Hassanal of Pahang |
| Name: |
Ng Chen Lok |
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Name: |
HRH Prince Hassanal of Pahang |
| Title: |
Director |
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Date: |
04.09.2026 |
| Date: |
04.09.2026 |
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Exhibit 99.2
Sagtec Global
Completes Strategic Private Placement with His Royal Highness
Prince Hassanal
of Pahang, Malaysia
Strategic investment provides additional non-debt
capital to support Sagtec’s AI commercialization,
enterprise project execution and regional growth initiatives
KUALA LUMPUR, MALAYSIA, September 18, 2026 (GlobeNewswire)
– Sagtec Global Limited (Nasdaq: SAGT) (“Sagtec” or the “Company”), a provider of AI-assisted software solutions,
AI technology infrastructure and cloud-based digital solutions, today announced that it has entered into a definitive private subscription
agreement with His Royal Highness Tengku Hassanal Ibrahim Alam Shah Ibni Al-Sultan Abdullah (“HRH Prince Hassanal of Pahang, Malaysia”)
for a strategic private placement with an aggregate subscription amount of US$552,500.
Pursuant to the subscription agreement, HRH Prince
Hassanal of Pahang, Malaysia, agreed to purchase 850,000 Class A ordinary shares of the Company at a subscription price of US$0.65 per
share. The subscription price was mutually agreed upon following commercial negotiations between the parties.
The closing of the private placement is subject
to customary closing conditions, including approval by the Company’s board of directors and compliance with applicable securities
laws and Nasdaq requirements. At closing, the Company will issue the shares to Tengku Hassanal, and the aggregate subscription amount
will be payable within six months following the issuance date. The subscriber may pay all or any portion of the subscription amount before
the payment due date without penalty.
Strategic Investment in Sagtec’s Growth
Platform
The private placement provides Sagtec with additional
equity capital without increasing the Company’s borrowings or creating scheduled interest and principal repayment obligations. The
proceeds strengthen the Company’s financial flexibility as it continues to commercialize its AI-assisted solutions, execute enterprise
technology projects and pursue selected regional growth opportunities.
Management views the investment as a meaningful
expression of confidence in Sagtec’s business direction, management team, technology capabilities and long-term growth potential.
The investment comes as Sagtec continues to expand beyond its established enterprise software and smart-ordering solutions into AI-assisted
applications, intelligent automation, data and cloud infrastructure, smart property technologies and industry-specific digital solutions.
Sagtec remains focused on developing a more scalable
business model supported by software subscriptions, cloud services, database solutions, maintenance, technical support and managed technology
services, alongside higher-value enterprise projects.
Strategic Use of Proceeds
The Company intends to deploy the proceeds from
the private placement in a disciplined manner to support the next stage of its business development. Subject to the Company’s operational
requirements and the approval of its Board of Directors, the proceeds are expected to support:
| ● | The development and commercialization of Sagtec’s AI-assisted software solutions and enterprise
technology platforms; |
| ● | The execution and delivery of existing and prospective enterprise technology projects; |
| ● | The enhancement of the Company’s cloud, database, server and supporting digital infrastructure; |
| ● | Business development, customer acquisition and commercialization activities across Malaysia and other
Southeast Asian markets; |
| ● | The expansion of technical, commercial and project-management capabilities; |
| ● | Working capital and ongoing operational requirements; and |
| ● | Complementary strategic initiatives, partnerships and business-expansion opportunities. |
The additional capital is expected to allow Sagtec
to respond more effectively to commercial opportunities, support larger customer deployments and accelerate the execution of projects
capable of generating software, cloud, data and managed technology-services revenue.
“Malaysia has the talent and capabilities
to develop technology companies that can compete regionally and internationally. I believe Sagtec has meaningful potential to contribute
to this progress through its work in artificial intelligence, enterprise software and digital infrastructure. My investment reflects my
confidence in the Company’s direction, management and long-term growth potential,” said HRH Prince Hassanal of Pahang, Malaysia.
“We are deeply honoured to welcome HRH
Prince Hassanal of Pahang, Malaysia as a strategic investor in Sagtec,” said Mr. Ng Chen Lok, Chairman and Chief Executive Officer
of Sagtec Global Limited. “This investment reflects meaningful confidence in our vision, technology capabilities and long-term business
direction. The additional capital strengthens our financial flexibility and will support the continued commercialization of our AI-assisted
solutions, enhancement of our technology infrastructure and execution of enterprise projects.”
Mr. Ng continued, “Our priority is to deploy
this capital prudently toward initiatives that can generate sustainable revenue, deepen our customer relationships and expand our recurring
software and technology-services business. We remain focused on disciplined execution and building long-term value for all shareholders.”
Securities Law Disclosure
The Class A ordinary shares issued pursuant to
the private placement have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
were issued in reliance on an applicable exemption from registration. The shares constitute restricted securities and may not be offered
or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities.
About Sagtec Global Limited
Sagtec Global Limited (Nasdaq: SAGT) is a Malaysia-headquartered
AI technology company providing AI-assisted software solutions, AI technology infrastructure, enterprise technology platforms and cloud-based
digital solutions to businesses across Southeast Asia. The Company develops customizable enterprise software, intelligent data-management
platforms and cloud-based technologies that support digital transformation across multiple industries. Its proprietary solutions, including
the Speed+ cloud-based smart ordering platform, currently serve more than 12,000 clients. Since its initial public offering in March 2025,
Sagtec has expanded its business activities across Malaysia, Southeast Asia and the Middle East. For more information, visit www.sagtec-global.com.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of applicable securities laws. These statements include, among others, statements regarding the intended use of proceeds,
the anticipated benefits of the investment, the Company’s growth and expansion strategy, the commercialization of its technology
solutions, and its ability to generate recurring revenue and long-term shareholder value. Forward-looking statements are based on current
expectations and assumptions and involve risks and uncertainties that may cause actual results to differ materially from those expressed
or implied. These risks and uncertainties include prevailing market conditions, the Company’s ability to execute its business strategy,
regulatory and Nasdaq requirements, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, the Company
undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press
release.
Contact Information
Sagtec Global Limited Contact:
Wan Najwa Enche Khawari
Head of Public Relations & Corporate Affairs
Telephone +6011-6217 3661
Email: info.pr@sagtec-global.com
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