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 June 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 ☐
On June 17, 2026, Sagtec Global Limited (the “Company”)
entered into a Definitive Private Subscription Agreement with Ng Chen Lok, the Company’s Director, Chief Executive Officer and major
shareholder, pursuant to which the Company agreed to issue and sell to Mr. Ng 1,500,000 Class A Ordinary Shares at a purchase price of
US$1.04 per share, for an aggregate subscription amount of US$1,560,000. The purchase price was determined with reference to the market
price of the Company’s Class A Ordinary Shares as of June 17, 2026. The shares will be newly issued Class A Ordinary Shares and
will rank pari passu with the Company’s existing Class A Ordinary Shares.
The Company intends to use the proceeds from the
private placement for working capital, general corporate purposes, operational expenditures, strategic initiatives and business expansion,
and other lawful purposes as determined by the Company’s board of directors. The shares are being issued in a transaction exempt
from registration under the Securities Act of 1933, as amended, and will be restricted securities. Mr. Ng will not be entitled to any
registration rights with respect to the shares.
On June 18, 2026, the Company issued a press release
dated June 18, 2026, announcing its outlook for the fiscal year 2026.
The Definitive Private Subscription Agreement
is filed as Exhibit 99.1 to this Report on Form 6-K and are 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 |
Definitive Private Subscription Agreement, dated June 17, 2026, between the Company and Ng Chen Lok |
| |
| Exhibit 99.2 |
Press Release dated June 18, 2026, titled “Sagtec Global Limited Provides FY2026 Outlook And Highlights Strategic Growth Initiatives”. |
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: June 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 June 17, 2026 (the “Effective Date”), by and between:
Sagtec Global Limited, a company incorporated
in the British Virgin Islands (the “Company”),
and
Ng Chen Lok, an individual residing at
No.64, Jalan Udang Gantung 8, Taman Megah Kepong, 52100 Kuala Lumpur, 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 the Company’s Director,
Chief Executive Officer and major shareholder;
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:
1,500,000 Class A Ordinary Shares of the Company
(the “Shares”).
Section 1.2 Purchase Price
The purchase price of US$1.04 per Share was determined
with reference to the market price of the Company’s Class A Ordinary Shares as of June 17, 2026, being the date of execution of this Agreement.
The aggregate subscription amount shall be US$1,560,000 (the “Subscription Amount”).
Section 1.3 Nature of Issuance
The Shares shall constitute newly issued Class
A Ordinary Shares of the Company and 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 hereby
(the “Closing”) shall occur on June 17, 2026, or such other date as may be mutually agreed by the Parties.
Section 2.2 Closing Deliveries
At Closing:
(a) the Subscriber shall deliver the Subscription
Amount by wire transfer of immediately available funds;
(b) the Company shall issue 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; and
(d) each Party shall execute and deliver such
additional documents as may reasonably be required to effectuate the transactions contemplated herein.
ARTICLE III: USE OF PROCEEDS
The Company shall use the proceeds received from
the issuance of the Shares for:
(a) working capital;
(b) general corporate purposes;
(c) operational expenditures;
(d) strategic initiatives and business expansion;
and
(e) 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 necessary corporate actions required for
the authorization, execution and delivery of this Agreement have been duly taken;
(d) the Shares have been duly authorized and,
when issued pursuant to this Agreement, shall be validly issued, fully paid and non-assessable;
(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 issuance of the Shares complies 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.
ARTICLE V: REPRESENTATIONS AND WARRANTIES
OF THE SUBSCRIBER
The Subscriber represents and warrants that:
(a) he has full legal capacity and authority to
enter into this Agreement;
(b) he is acquiring the Shares solely for investment
purposes and not with a view toward public distribution;
(c) he possesses sufficient financial sophistication
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;
(e) he understands that the Shares have not been
registered under the Securities Act;
(f) he is capable of bearing the economic risks
associated with ownership of the Shares;
(g) he will comply with all applicable beneficial
ownership reporting obligations under U.S. securities laws; and
(h) he is not relying upon any representation
other than those expressly set forth in this Agreement.
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;
(c) the Shares may not be offered, sold, pledged,
assigned, transferred, hedged or otherwise disposed of except pursuant to an effective registration statement or an available exemption
from registration; and
(d) appropriate restrictive legends may be placed
upon the Shares and the records maintained by the Company’s transfer agent.
ARTICLE VII: NO REGISTRATION RIGHTS
The Subscriber shall not be entitled to any registration
rights with respect to the Shares.
The Company shall have no obligation to file or
maintain any registration statement for the resale of the Shares.
ARTICLE IX: CONDITIONS TO CLOSING
The obligations of the Parties shall be subject
to:
(a) execution of this Agreement;
(b) approval of the transaction by the Board of
Directors of the Company;
(c) receipt by the Company of the Subscription
Amount;
(d) compliance with applicable securities laws;
(e) compliance with applicable Nasdaq requirements,
if any; and
(f) absence of any governmental order or legal
prohibition preventing consummation of the transaction.
ARTICLE X: 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 XI 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 XII: 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 |
|
Subcriber |
| |
|
|
|
|
| By: |
/s/ Zuria Hajar binti Mohd Adnan |
|
By: |
/s/ Ng Chen Lok |
| Name: |
Zuria Hajar binti Mohd Adnan |
|
Name: |
Ng Chen Lok |
| Title: |
Director |
|
Date: |
17.06.2026 |
| Date: |
17.06.2026 |
|
|
|
Exhibit 99.2
SAGTEC
GLOBAL LIMITED PROVIDES FY2026 OUTLOOK AND HIGHLIGHTS STRATEGIC GROWTH INITIATIVES
KUALA
LUMPUR, MALAYSIA, June 18, 2026 (GlobeNewswire) – Sagtec Global Limited (Nasdaq: SAGT) (“Sagtec” or the “Company”),
a provider of enterprise software solutions, AI-powered technologies, and digital transformation services, today announced its FY2026
financial outlook and highlighted several strategic initiatives expected to drive growth and strengthen shareholder value.
Management
believes the Company is well-positioned to deliver another year of growth, supported by contributions from its core technology business,
the expansion of Malaya Heritage, a strong project pipeline, and enhanced financial flexibility through planned capital raising initiatives.
FY2026
Financial Outlook
Based
on current operating trends, secured customer projects, expected business expansion initiatives, and management’s assessment of market
opportunities, the Company expects FY2026 to deliver continued growth across key financial metrics.
The
following table summarizes the Company’s FY2026 financial guidance:
| USD | |
FY2025 Results | | |
FY2026 Guidance | | |
Growth (%) | |
| Revenue | |
| 19,098,306 | | |
| 25,782,715 | | |
| 35 | % |
| Cost of Revenue | |
| (14,755,566 | ) | |
| (19,059,450 | ) | |
| 29 | % |
| Gross Profit | |
| 4,342,740 | | |
| 6,723,265 | | |
| 55 | % |
| Operating Expenses | |
| (2,270,009 | ) | |
| (3,317,405 | ) | |
| 46 | % |
| EBITDA | |
| 3,374,872 | | |
| 4,640,889 | | |
| 38 | % |
| Net Profit | |
| 1,797,268 | | |
| 2,191,530 | | |
| 22 | % |
Management
expects revenue growth to be driven by the continued expansion of its software and technology business, contributions from strategic
investments, and the recognition of secured project backlog currently under implementation.
Gross
profit is expected to grow faster than revenue as the Company continues to benefit from economies of scale and an increasing contribution
from higher-margin technology services.
Strategic
Expansion Through Malaya Heritage
As
part of its growth and diversification strategy, Sagtec continues to expand its presence in the consumer sector through its investment
in Malaya Heritage , an F&B business in Malaysia. Management believes the investment represents an important step in broadening
the Group’s business portfolio beyond its core technology operations while creating additional opportunities for recurring revenue generation
and long-term value creation.
The
investment provides Sagtec with exposure to the consumer and retail segments, which management believes offer attractive growth opportunities
and complement the Company’s existing technology-driven business model. Through its involvement in Malaya Heritage, the Company seeks
to establish a stronger presence in consumer-facing industries while diversifying its sources of revenue and cash flow.
Following
the investment, the Company plans to open four additional outlets during the third and fourth quarters of FY2026. The expansion is expected
to strengthen Malaya Heritage’s market presence, enhance brand visibility, increase customer accessibility, and support the continued
growth of the business across key locations.
Beyond
outlet expansion, Sagtec intends to work closely with Malaya Heritage to support business development initiatives, operational enhancements,
branding efforts, and future growth opportunities. Management believes there is significant potential to scale the business and further
strengthen its competitive position within the market.
In
addition, the Company sees opportunities to leverage its technology expertise, including digital solutions, customer engagement platforms,
AI-powered applications, and data analytics capabilities, to improve operational efficiency and enhance customer experiences within the
Malaya Heritage ecosystem. This aligns with Sagtec’s broader strategy of integrating technology-driven solutions across its investment
portfolio.
Management
expects Malaya Heritage to become an increasingly meaningful contributor to the Group’s overall financial performance and believes the
continued expansion of the business will support sustainable growth, revenue diversification, and long-term shareholder value creation.
Approximately
US$3.0 Million of Secured Projects Expected to be Recognized in FY2026
As
of the date of this announcement, the Company has approximately US$3.0 million of secured projects that remain unrecognized as revenue,
a substantial portion of which relates to its involvement in the Stateight housing development project.
In
addition to its investment participation in the development, Sagtec has been appointed as the AI technology solutions provider and software
developer for the project. Under the engagement, the Company is responsible for developing and supplying its proprietary AI Home Solutions
platform, which is designed to enhance home automation, connectivity, security, and smart living experiences for homeowners.
As
part of the project scope, Sagtec is expected to supply, install, and integrate Smart AI Home solutions across 84 residential units within
the development. The project encompasses both software and technology deployment services, further showcasing the Company’s capabilities
in delivering AI-powered smart living solutions for the property sector.
Management
expects a substantial portion of the project-related revenue to be recognized during the fourth quarter of FY2026 as implementation milestones
are completed and delivered.
The
Stateight project highlights Sagtec’s strategy of combining strategic investments with technology deployment opportunities, allowing
the Company to participate in both the long-term value creation of development projects and the revenue generated from its technology
solutions and services.
Management
believes the successful execution of the project will further strengthen the Company’s position as a provider of AI-powered smart home
technologies while creating opportunities to expand similar solutions into future residential, commercial, and mixed-use developments.
CEO
and Founder Participation in Private Placement
The
Company’s Chief Executive Officer and Founder, Ng Chen Lok, has entered into a Definitive Private Subscription Agreement for the purchase
of 1,500,000 Class A Ordinary Shares of the Company (the “Private Placement”) at market price, subject to applicable approvals
and customary closing conditions.
Management
believes the Private Placement reflects Mr. Ng’s confidence in the Company’s business fundamentals, growth strategy, and long-term prospects.
As the founder of the Company, Mr. Ng’s continued commitment underscores his belief in Sagtec’s ability to execute its strategic initiatives
and create long-term shareholder value.
The
Company continues to pursue multiple growth opportunities, including the expansion of the Malaya Heritage business, the execution of
its existing project pipeline, and continued investment in technology innovation. Mr. Ng’s participation demonstrates his commitment
to supporting these initiatives and further aligning his interests with those of shareholders.
Once
completed, the investment is expected to enhance the Company’s financial flexibility and support its ongoing growth strategy, including
business expansion, technology development, strategic investments, and other initiatives designed to drive long-term value creation.
Continued
Momentum in Core Technology Business
Sagtec
continues to experience growing demand for its technology solutions across multiple industries. The Company remains focused on expanding
its portfolio of:
| ● | Software development and customization services; |
| ● | SaaS and subscription-based platforms; |
| ● | Data management and analytics solutions; |
| ● | AI-powered enterprise applications; |
| ● | Smart ordering and automation technologies; |
| ● | Digital transformation and system integration services. |
As
businesses continue to adopt digital technologies and AI-driven solutions, management believes Sagtec is well-positioned to capitalize
on these trends and expand its market presence throughout Southeast Asia and other target markets.
Management
Commentary
Mr.
Ng Chen Lok, Chairman, Executive Director and Chief Executive Officer of Sagtec Global Limited, commented:
“We are pleased to enter FY2026 with strong momentum across our business. Our outlook is supported by a growing pipeline of technology
projects, the planned expansion of Malaya Heritage, and approximately US$3.0 million of secured projects expected to be recognized during
the fiscal year.”
“We believe the combination of organic growth, strategic investments, and a strengthened capital position will enable Sagtec to continue
scaling its operations and delivering long-term value to our shareholders. Our team remains focused on executing our growth strategy,
expanding recurring revenue streams, and delivering innovative solutions that meet the evolving needs of our customers.”
Outlook
Management
remains optimistic regarding the Company’s prospects for FY2026 and believes the business is positioned for continued growth. Key factors
supporting the Company’s outlook include:
| ● | Expected revenue growth of approximately 35%; |
| ● | Expansion of the Malaya Heritage business through four new outlet openings; |
| ● | Recognition of approximately US$3.0 million in secured project backlog; |
| ● | Continued growth in software development, AI, SaaS, and digital transformation services; |
| ● | Enhanced financial flexibility through the proposed private placement; |
| ● | Potential strategic partnerships, investments, and acquisition opportunities. |
The
Company believes these initiatives collectively position Sagtec for sustained growth, improved operational scale, and long-term shareholder
value creation.
About
Sagtec Global Limited
Sagtec
Global Limited (NASDAQ: SAGT) is a Nasdaq-listed F&B Technology Solutions Specialist headquartered in Kuala Lumpur, Malaysia. The
company provides customizable enterprise software solutions for the food and beverage and hospitality industries, including its proprietary
cloud-based smart ordering system Speed+ and AI-driven SaaS platform. Since its IPO in March 2025, Sagtec has expanded its operations
across Malaysia 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 the Private Securities Litigation Reform Act of 1995. These statements
are based on the Company’s current expectations, estimates and projections about its business, industry and future results, and
involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements regarding the expected
scope, performance, timing and benefits of the Platform, the Company’s ability to deliver the project as contemplated, and the
anticipated impact of the agreement on the Company’s business and financial condition. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update
or revise any forward-looking statements, except as required by law.
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
