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
(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 FORM 6-K REPORT
Entry into Software Development Agreement
On January 5, 2026, Sagtec Global Limited (the “Company”)
entered into a software development agreement with Grandpride Luxury Travel Sdn. Bhd. (the “Client”) (the “Agreement”),
pursuant to which the Company will design, develop and deliver a software system known as the Smart AI E-Hailing & Car Rental and
Subscription System / Program (the “Platform”) to the Client.
Pursuant to the Agreement, the aggregate contract value is US$4.0 million,
consisting of the following components:
| 1. | licensing and custom software development services in an
aggregate amount of US$1.6 million, covering system architecture design, software development, testing and delivery of the Platform,
with fees payable in milestone-based installments tied to the completion and acceptance of defined development phases; |
| 2. | service and maintenance services with an aggregate value
of US$1.2 million, to be provided over a five-year period following the Client’s final acceptance of the Platform, providing ongoing
technical support, system maintenance, upgrades and enhancements, with fees payable on a monthly basis; and |
| 3. | data hosting and analytics services with an aggregate value
of US$1.2 million, to be provided over a five-year period following the Client’s final acceptance of the Platform, covering cloud
infrastructure, data management and AI-driven analytics services, with fees payable on a monthly basis. |
Under the Agreement, ownership of the intellectual property rights
in the Platform developed for the Client will transfer to the Client upon full payment of the applicable fees, subject to the Company’s
retention of general know-how and portfolio usage rights. The Agreement also contains customary provisions relating to confidentiality,
representations and warranties, and termination.
A copy of the Agreement is filed as Exhibit 10.1 to this Report on
Form 6-K.
Change of Address
The Company also announces that its principal office address in Malaysia
has changed. The Company’s previous address of No. 43-2, Jalan Besar Kepong, Pekan Kepong, 52100 Kuala Lumpur, Malaysia, has been
changed to Lot 6-2, Level 9, Equatorial Plaza, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Software Development Agreement between the Company and Grandpride Luxury Travel Sdn. Bhd. |
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: January 12, 2026
Exhibit
10.1

SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
Software
Development Agreement
This
Software Development Agreement (the “Agreement”) is made on 5 January 2026 between:
GRANDPRIDE
LUXURY TRAVEL SDN. BHD. (1297143-K)
having
its principal place of business at 5, Jalan 13/2, PJS 13, 46200 Petaling Jaya, Selangor, Malaysia.
(hereinafter
referred to as the “Client”),
and
SAGTEC
GLOBAL LIMITED (BVI No: 2135152)
having
its principal place of business at No. 43-2, Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur, Malaysia
(hereinafter
referred to as the “Developer”),
(each
individually referred to as a “Party” and collectively as the “Parties”).
This
Agreement shall become effective upon the date of signing and shall continue until satisfactory completion of the project as described
herein.
WHEREAS,
the Client has conceptualized a software system known as the Smart AI E-Hailing & Car Rental and Subscription System/Program (the
“Software”), and the Developer possesses the expertise and technical capability to design, develop, and implement the Software
in accordance with the requirements set out in this Agreement;
NOW,
THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
| 1.1. | Services.
The Developer agrees to design, develop, implement, and support the Smart AI E-Hailing
& Car Rental and Subscription System / Program (the “Software”) as described
below: |
Software
Description:
| ● | Long-Term
Car Rental Service |
| | | |
| ● | Short-Term
Car Rental (Company Fleet + Peer-to-Peer Marketplace) |
SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| ● | Ride-Hailing
Service (Uber-like) |
| | | |
| ● | Local
Business Directory & Reviews (Yelp-like) |
| | | |
| ● | Platform-Wide
Capabilities (shared services & governance) |
Service
Components:
| 1. | Licensing
and Custom Software Development – Design, coding, testing, and delivery of the Smart
AI E-Hailing & Car Rental and Subscription System. |
| | | |
| 2. | Service
and Maintenance Agreement (5 Years) – Continuous technical support, system updates,
upgrades, and maintenance for five (5) years following final acceptance. |
| | | |
| 3. | Data
Hosting and Analytics Agreement (5 Years) – Cloud hosting, data management, AI analytics,
and related backend services for five (5) years. |
| 2. | ADDITIONAL
WORK/CHANGE REQUESTS |
| 2.1. | Scope
Changes. Any additional work requested by the Client outside the original scope of the
agreement will be considered as a change request. The Client shall submit a detailed description
of the requested changes to the Developer. |
| 2.2. | Change
Request. Any additional work requested by the Client will result additional charges.
The Developer shall provide the Client with a written estimated additional cost relating
with the change request, including any adjustments to the project timeline. |
| 3.1. | Contract
Value. The total contract value for the project is United States Dollar Ten Million (US$4,000,000),
broken down as follows: |
| Component |
|
Description |
|
Contract
Value
(USD) |
| 1 |
|
Licensing
and Custom Software Development |
|
1,600,000 |
| 2 |
|
Five-Year
Service and Maintenance Agreement |
|
1,200,000 |
| 3 |
|
Five-Year
Data Hosting and Analytics Contract |
|
1,200,000 |
| |
|
Total
Contract Value |
|
4,000,000 |
| 3.2. | Payment
Schedule (Licensing & Development Portion – US$1,200,000) |
| Milestone | | |
Description | |
Payment (%) | | |
Amount
(USD) | |
| | 1 | | |
Upon delivery and acceptance of
prototype | |
| 50 | % | |
| 800,000 | |
| | 2 | | |
Upon
final delivery and acceptance of completed Software | |
| 50 | % | |
| 800,000 | |
| | | | |
Total
(Licensing & Development) | |
| 100 | % | |
| 1,600,000 | |
SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| 3.3. | Payment
Schedule (Maintenance & Hosting Portion – US$2,400,000) |
| Component | |
Period | | |
Payment
Frequency | |
Monthly Value
(USD) | | |
Total
(USD) | |
| Service
& Maintenance Agreement | |
| 5
years | | |
Monthly | |
| 20,000 | | |
| 1,200,000 | |
| Data
Hosting & Analytics | |
| 5
years | | |
Monthly | |
| 20,000 | | |
| 1,200,000 | |
| Total
(Maintenance & Hosting) | |
| | | |
| |
| | | |
| 2,400,000 | |
Payments
for maintenance and hosting shall begin immediately after the Client’s final acceptance of the Software and shall be made monthly
for a total period of sixty (60) months (five years).
| 3.4. | Payment
Method and Credit Terms |
| 3.4.1. | All
payments shall be made in United States Dollars (USD) via bank transfer to the Developer’s
designated bank account, unless otherwise agreed in writing. |
| | | |
| | | Bank
Name: |
| | | |
| | | Bank
USD Account Number: |
| | | |
| | | Account
Holder Name: |
| 3.4.2. | The
Client shall be entitled to a credit term of sixty (60) calendar days from the invoice date.
All invoices issued by the Developer, whether milestone based or monthly, shall become due
and payable within this sixty day period. |
| 3.5.1. | For
the Licensing & Development Portion, the Developer shall issue an invoice upon completion
and acceptance of each milestone (prototype and final delivery). |
| | | |
| 3.5.2. | For
the Maintenance & Hosting Portion, the Developer shall issue monthly invoices for the
corresponding service month. |
| | | |
| 3.5.3. | Each
invoice shall include a detailed description of the deliverables or services covered, the
payment due date, and reference to this Agreement. |
SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| 4.1. | Ownership.
Upon full payment, all rights, titles and interest in the Software, including intellectual
property rights, will be irrevocably and exclusively transferred to the Client. |
| | | |
| 4.2. | Developer
Portfolio Rights. The Developer retains the right to showcase the Software as part of
its portfolio and for marketing purpose. The Developer agrees not to disclose any proprietary
or confidential information belonging to the Client during such showcasing. |
| | | |
| 4.3. | License.
The Client is granted a perpetual, non-exclusive license from the Developer to use the
Software for internal purposes. |
| | | |
| 4.4. | Source
Code Delivery. The Developer shall provide the Client with a copy of source code upon
final payment, allowing the Client to modify and enhance the Software independently. |
| | | |
| 4.5. | Ownership
Waiver. The Developer agrees not to claim any such ownership in the Software’s
intellectual property at any time prior to or after the completion and delivery of the Software
to the Client. |
| 5.1. | Confidentiality
Obligations. Both parties mutually agreed to maintain confidentiality of all proprietary
and non-public information (including, without limitation, (i) Business method, (ii) Proprietary
technical documentation, and (iii) All information relating to the Products and operations)
disclosed during the project. |
| | | |
| 5.2. | Duration
of Confidentiality. The Confidentiality obligations shall survive the termination of
expiration of this Agreement permanently. |
| 6.1. | Performance.
The Developer warrants that the Software will be operating according to specifications
listed in Scope of Work. |
| | | |
| 6.2. | Disclaimer.
The Developer disclaims any other warranties, express or implied, including fitness for
a particular purpose, and makes no guarantees regarding the uninterrupted or error free operation
of the Software. |
| | | |
| 6.3. | Bug
Fixes. For a period of 30 days post-final delivery, The Developer agrees to provide prompt
bug fixes and new updates for the Software. The Client shall report any bugs or issues to
the Developer, providing clear and detailed information to assist the Developer in reproducing
and addressing the problem. |
SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
| 7. | GOVERNING
LAW AND JURISDICITION. |
| 7.1. | Governing
Law. This Agreement is governed by Laws of Malaysia. |
| 7.2. | Jurisdiction.
Any disputes arising out of or in connection with this Agreement shall be subject to
the exclusive jurisdiction of the courts of Malaysia. |
| 8.1. | Termination
for Convenience. Either party may terminate this Agreement with 7 days of written notice. |
| | | |
| 8.2. | Termination
of Cause. Either party may terminate immediately for a material breach, (including, without
limitation, (i) Breaching confidentiality obligations, (ii) Failure of payment, (iii) Violation
of intellectual property). |
In
the event of termination caused by the Client, the Developer shall refund any unearned portion of the fees paid for work not yet performed
as of the termination date.
In
the event of termination caused by the Developer, the Client shall pay the Developer for all work completed up to the termination date,
including any expenses incurred.
| 8.3. | Effect
of Termination. Upon termination, the Client shall promptly return any deliverables,
documentations, or other materials provided by the Developer, without retaining any copies
thereof. |
| 9.1. | Entire
Agreement. This Agreement, including its appendix, constitutes the entire understanding
between the parties and supersedes any prior agreement. |
| | | |
| 9.2. | Amendments.
Any amendments or modifications must be writing and signed by both parties. |
| | | |
| 9.3. | Notices.
Any notices or communications required or permitted under this Agreement shall be in
writing and shall be deemed given when delivered personally or recognized courier service,
or when sent by email with confirmation of receipt. |
SAGTEC
GLOBAL LIMITED (BVI:2135152)
No.43-2,
Jalan Besar Kepong, Metro Prima, 52100 Kepong, Kuala Lumpur
IN
WITNESS WHEREOF, each of the Parties has executed this Agreement, both parties by its duly authorized officer, as of the day and
year set forth below.
Signed
by the
Company
Representative Name
(Tan
Kim Chuan )
CTO
SAGTEC
GLOBAL LIMITED
Signed
by the
Dealer
Representative Name
Director
GRANDPRIDE
LUXURY TRAVEL SDN. BHD.