Treasure Global Inc. 8-K Filings

TREASURE GLOBAL INC (symbol: TGL) is the issuer of record for a Form 8-K filing submitted to the SEC.

Treasure Global Inc. (TGL) entered into a new Software Enhancement Agreement with Keen Success Technology Ltd to provide software development, enhancement, and related services for its Tazte food application platform in Malaysia. The agreement has a total contract price of USD 2,000,000, payable at TGL’s sole discretion in cash, ordinary shares of TGL, or a combination of both, based on milestones set out in the agreement.

On the same date, subsidiary TADAA Technologies Sdn. Bhd. and Apexcode Innovations Sdn. Bhd. executed a Mutual Termination Agreement ending their March 11, 2026 software enhancement contract, which had a total contract price of RM 11,700,000. TADAA accepted completion of the Phase 1 deliverables and irrevocably waived its right to a refund of the first milestone payment of RM 3,900,000, while retaining all intellectual property rights in the Phase 1 deliverables. The parties exchanged mutual releases subject to the new termination terms.

Treasure Global Inc., through its subsidiary Tadaa Capital Sdn. Bhd., agreed on July 20, 2026 to acquire 149,880 shares of Cigar Secret Sdn. Bhd., representing approximately 80% of Cigar Secret’s enlarged share capital, for total consideration of RM2,500,000 (about US$611,955.10).

RM2,250,000 (about US$550,795.60) is payable as a deposit at signing and RM250,000, or 10%, as the balance, with each of the four vendors entitled to 25% of the consideration. Completion is subject to conditions precedent, including satisfactory due diligence, an independent valuation, required approvals, no material adverse change, and completion of a capitalization, by August 31, 2026, subject to a possible extension of up to 60 days.

Upon completion, the purchaser will gain majority control and management of Cigar Secret, and the vendors will be bound by five‑year non‑competition and non‑solicitation covenants. The agreement includes detailed termination and liquidated damages provisions. The deposit may, at the purchaser’s election, be satisfied via an escrow scheme using unregistered shares of Treasure Global common stock issued under Regulation S, subject to a six‑month trading restriction and subsequent sale to fund the deposit.

Treasure Global Inc. reported the voting results of its virtual 2026 annual stockholders meeting held on July 14, 2026. Stockholders of record on June 10, 2026, holding 1,954,832 shares of common stock, were entitled to vote. At the meeting, holders of 1,154,163 shares, or approximately 59.04% of outstanding voting shares, were represented in person or by proxy, constituting a quorum.

Seven director nominees, including Carlson Thow and Kok Pin Darren Tan, were elected under a plurality standard, with votes cast either “for” or “withheld” and broker non-votes recorded. Stockholders also approved an additional proposal, receiving 1,142,499 votes for, 7,598 against, and 4,066 withheld. The report was signed by Acting Chief Executive Officer Chong Chan “Sam” Teo.

Treasure Global Inc. entered into a Software Development Agreement with Nexe Cloud Limited to build an enterprise business intelligence system for the company and its subsidiaries. The developer will design, integrate, and deploy a centralized platform for data warehousing, integration, analytics, and reporting.

The agreement runs for one year from May 28, 2026, with an initial milestone payment of US$300,000 due within two days of that date. Treasure Global can terminate if the software fails more than three user acceptance tests, in which case the developer must refund all service fees within 14 days. The deal includes broad intellectual property ownership for Treasure Global, extensive indemnities from the developer, and long-term confidentiality obligations, and is governed by Malaysian law with disputes handled by Malaysian courts.

Treasure Global Inc. entered into a Subscription Agreement with Malaysia-based Legacy Trustee Berhad for a $1,200,000 private placement of common stock under Regulation S. The investment is split into four equal tranche payments of $300,000 scheduled between May 26 and June 23, 2026.

For each tranche, the number of shares will be calculated by dividing the tranche amount by the greater of $3.88 per share or the closing price on the trading day before the completion date. All shares will be issued as restricted securities, with resale subject to Rule 144 and other applicable laws.

The company agreed to file, at its own expense, a resale registration statement on Form S-1 or Form S-3 within 60 days after the initial completion date and to use commercially reasonable efforts to have it declared effective and keep it effective for up to two years or until the investor can freely sell under Rule 144. Both parties provided mutual indemnities for breaches and misrepresentations, and the agreement is governed by Malaysian law.

Treasure Global Inc. reported a Board change. On May 1, 2026, Mr. Chan Wai Kuan resigned as a non-executive director, and the company stated his resignation was not due to any disagreement over operations, policies, or practices.

On the same date, Tengku Dato’ Musahiddin Shah Bin Tengku Dato’ Seri Samad Shah Alhaj was appointed as a non-executive director under an Appointment Letter for a 12‑month term or until earlier cessation or the next general meeting. He will receive a director’s fee of RM10,000 per month plus reimbursement of reasonable expenses. The agreement includes non-compete obligations during his service and a one-year non-solicitation clause, and highlights his experience working with government-related frameworks and stakeholders in Malaysia.

Treasure Global Inc. reported that Chief Executive Officer Carlson Thow resigned from his CEO role effective March 31, 2026, while remaining on the Board of Directors. The company promoted Chong Chan “Sam” Teo to Acting Chief Executive Officer, effective April 1, 2026.

Mr. Teo currently serves as Executive Director and Head of Operations and previously served as the Company’s Chief Executive Officer from July 2020 to June 2024. In connection with his promotion, he will receive an adjusted monthly salary of RM 22,000.

Treasure Global Inc., through its subsidiary TADAA Technologies Sdn Bhd, entered into a Software Enhancement Agreement with Malaysia-based Apexcode Innovations Snd Bhd on March 11, 2026. TADAA engaged Apexcode to provide technology services for its Tazte Apps platform.

TADAA agreed to pay total consideration of Ringgit Malaysia Eleven Million Seven Hundred Thousand (RM11,700,000.00) under the agreement, with payments governed by terms in Appendix C. The contract includes customary representations, warranties, other obligations, and termination provisions, and the full agreement is filed as Exhibit 10.1.

Treasure Global Inc. filed an amendment to a previously submitted current report to add legal documentation only. The 8-K/A includes a legal opinion from Sichenzia Ross Ference Carmel LLP and its consent, alongside listing an At The Market Issuance Offering Agreement with Kingswood Capital Partners and a supplemental management consultancy agreement with Astute All Advisory.

Treasure Global Inc. entered into an at-the-market stock offering agreement with Kingswood Capital Partners LLC, allowing the company to sell common stock from time to time with an aggregate offering price of up to $10,085,000 under its existing Form S-3 shelf registration.

Sales, if any, will be made through Kingswood as sales agent, which will use commercially reasonable efforts within company-set parameters. Treasure Global will pay a 2.5% commission on gross sales and reimburse up to $50,000 of specified expenses. The company is not obligated to sell any shares.

Separately, Treasure Global signed a Supplemental Agreement with Astute All Advisory Ltd. on January 30, 2026, removing Clause 4.5 from a prior Management Consultancy Agreement dated October 23, 2025, while leaving all other terms in place.

Treasure Global Inc. is implementing a change in its senior finance leadership. On December 15, 2025, Ms. Chan See Wah notified the company of her resignation as Chief Financial Officer, effective December 31, 2025. On December 16, 2025, the company promoted its financial controller, Mr. Pusparajan a/l Vadiveloo, to Chief Financial Officer, effective December 17, 2025.

Mr. Pusparajan serves under an employment agreement dated September 29, 2025, providing monthly remuneration of RM 12,500.00 and $50,000 worth of common stock annually under the company’s equity compensation plan, subject to vesting and other restrictions. The company states that, in connection with this appointment, he will continue under the existing agreement with no new compensatory plan and no material changes to its terms. The filing notes a one-year non-solicitation period for Ms. Chan after termination and confirms no family relationships or related-party transactions involving the new CFO.

Treasure Global Inc. completed a registered direct offering of 250,000 shares of common stock at $10.00 per share, generating aggregate gross proceeds of approximately $2,500,000 before fees and expenses.

The company plans to use the net proceeds for working capital and general corporate purposes. D. Boral Capital LLC acted as placement agent, receiving a cash fee equal to 7% of the aggregate gross proceeds and reimbursement of certain expenses and legal fees for up to $80,000.

Under the purchase agreement, Treasure Global agreed for 30 days after the closing on December 11, 2025 not to issue or agree to issue additional common stock or equivalents, or file new registration statements or amendments, subject to specified exceptions.

Treasure Global Inc. (TGL) reported the results of its 2025 Special Stockholders Meeting held virtually on November 24, 2025. Stockholders of record as of November 12, 2025, representing 16,962,004 shares of common stock, were entitled to vote, with each share carrying one vote.

At the meeting, holders of 9,069,887 voting shares were present in person or by proxy, representing approximately 53.47% of the outstanding voting power, which constituted a quorum under Delaware law and the company’s bylaws. Two proposals were voted on; one received 8,837,102 votes for, 217,799 against, and 14,986 abstentions, and the other received 8,853,600 votes for, 169,945 against, and 46,342 abstentions. Each proposal required the affirmative vote of a majority of the shares present and entitled to vote, and both proposals were approved.

Treasure Global Inc. (TGL) reported that on November 18, 2025 it signed a non-binding letter of intent to acquire 51% of Quarters Elite Advisory Sdn Bhd. The proposed purchase price is Ringgit Malaysia 5,160,000 (about US$1,200,000 at an exchange rate of US$1:RM4.30), and is subject to an independent valuation of the target company.

The potential deal depends on completing due diligence to the board’s satisfaction, meeting all conditions described in the letter, obtaining any required stockholder or Nasdaq approvals, and securing sufficient capital. Except for limited specified paragraphs, the letter is non-binding, so there is no assurance a definitive share purchase agreement will be signed or that the transaction will be completed.

Treasure Global Inc. (TGL) reported that on November 14, 2025 it entered into a Lock-Up Agreement with certain existing stockholders. These stockholders agreed not to sell, transfer, pledge, or otherwise dispose of shares of common stock or related convertible securities for one year from the agreement date. The company will direct its transfer agent to place stop-transfer restrictions on the affected securities during this period.

The agreement allows limited exceptions, such as bona fide gifts, transfers to immediate family or affiliated entities, and transfers by will or inheritance, as long as recipients accept the same restrictions and no transfer must be reported to the SEC. Exercises of employee stock options or warrants are permitted if any shares received stay locked up. Stockholders may also set up Rule 10b5-1 plans, provided no public filings or sales occur under those plans during the one-year restriction.

Treasure Global Inc. (TGL) entered a material service agreement with Myviko Holding Sdn Bhd on November 10, 2025 to provide services related to a digital currency wallet and exchange platform. The agreement runs for one year and sets a total service fee of US$5,000,000.

At signing, the company agreed to pay US$100,000 in cash within seven business days and to issue common stock valued at US$3,400,000 at a cost basis of US$1.10 per share within five business days. The issued shares will be restricted for six months. The equity issuance will rely on Regulation S. Other customary terms and termination provisions apply.

Treasure Global Inc. (TGL) entered a material definitive agreement with Malaysian firm Pepe Cemerlang Marketing on October 24, 2025. The 12‑month marketing consultancy covers financial advisory, strategic business planning, and investor and public relations services.

The Company shall pay a total of USD $1,000,000, subject to the Company’s satisfaction of the deliverables specified in the agreement. The contract includes customary representations, warranties, and termination provisions. The full agreement is filed as Exhibit 10.1.

Treasure Global Inc. (TGL) entered a management consultancy agreement with Astute All Advisory Ltd on October 27, 2025. The two‑year engagement covers management consultancy and business strategy planning.

The Company will pay a Service Fee of $1,500,000, which is due and earned upon execution. Treasure Global may settle this in cash and/or in common stock; if paid in shares, the issue price per TGL share will be $0.90. Any share issuance will be made under Regulation S.

The agreement includes customary representations, warranties, and termination provisions and runs for 24 months unless earlier ended under its terms.

Treasure Global Inc. (TGL) appointed Chong Chan “Sam” Teo as Executive Director and Head of Operations, effective October 22, 2025. Teo, a former CEO of the company, will receive $120,000 worth of common stock annually, issued monthly based on the shares’ VWAP for each month.

The Board also appointed Y. Bhg. Datin Nurfatin Binti Mufti as an Independent Director, effective October 22, 2025. Under her letter agreement, she will receive a monthly salary of RM3,000 and reimbursement of reasonable expenses in line with company policies.

Treasure Global Inc. (TGL) disclosed two agreements involving cash and stock consideration. The company agreed to purchase an AI server from Nexe Cloud Limited for $750,000, comprising $280,000 in cash and $470,000 satisfied in common stock at a cost basis of $0.90 per share. Cash is due within 14 days of delivery, and the shares are to be issued within 10 business days from the agreement date.

Separately, TGL entered a two‑year service agreement with Weshare Management SDN BHD for $1,500,000, to be paid in TGL common stock valued at a cost basis of $0.85 per share, with issuance within three working days from the effective date. Both issuances are to be made pursuant to Regulation S. The service term may be renewed for one year at the company’s discretion if agreed in writing.

Treasure Global Inc. entered into a subscription agreement with two Malaysian investors, including director Chan Meng Chun, to raise an aggregate $200,000.00 through the issuance of common stock. The shares will be sold at $1.16 per share, which matches the closing price of the company’s common stock on the Nasdaq Capital Market on October 6, 2025. The transaction is being completed outside the United States with non-U.S. persons and relies on the Regulation S exemption from SEC registration. The issued shares will be subject to transfer restrictions and cannot be sold in the United States without registration or a valid exemption.

Treasure Global Inc. reported that its board appointed Chan Meng Chun, aged 53, as Executive Director effective September 26, 2025. He previously served as the company’s Chief Financial Officer and Financial Controller and has extensive finance leadership experience at several Malaysian and regional companies, including roles in corporate finance, treasury, restructuring, and IPO preparation.

Under an executive employment agreement dated September 26, 2025, he will receive $120,000 worth of common stock per year, issued monthly based on the volume-weighted average price of the company’s shares for each month. He is also eligible to receive 199,912 shares of common stock after completing three months of service, subject to vesting and other restrictions under the company’s equity compensation plan. The agreement can be terminated by either party with 120 days’ written notice and includes a six-month post-termination non-compete provision.

Treasure Global Inc reported that it has regained compliance with Nasdaq Listing Rule 5620, which requires companies to hold an annual meeting of stockholders within twelve months of the end of their fiscal year. The company had been notified on July 2, 2025 that it was out of compliance after missing this deadline.

The company held its annual meeting of stockholders on August 29, 2025. As a result, on September 8, 2025, Nasdaq informed Treasure Global that it now complies with the rule and that the compliance matter is closed, confirming that its Nasdaq listing remains in good standing with respect to this requirement.

Treasure Global Inc. reported a change to its corporate bylaws affecting how shareholder meetings are conducted. On August 18, 2024, the board approved an amendment stating that holders of 33 1/3% of the voting power of the issued and outstanding stock entitled to vote, present in person or by proxy, now constitute a quorum for stockholder meetings. When a separate vote of a class or series is required, holders of 33 1/3% of the voting power of that class or series will form a quorum for that vote.

Previously, the bylaws required a majority of the voting power of the relevant shares to be present or represented to conduct business. The filing also includes a standard cautionary note on forward-looking statements, highlighting risks such as the company’s ability to respond to Nasdaq inquiries, regain compliance with the applicable listing rule, and remain current in its SEC reports.

Treasure Global Inc. entered into a Sale and Purchase Agreement to sell advanced AI-based graphics processing units, including all related hardware and software, to I Synergy Group Ltd (ASX: IS3). The buyer will pay a total of AUD 300,000 for the Products, with the Purchase Price payable in equal monthly installments of AUD 50,000 over six months. The agreement includes customary representations, warranties, mutual obligations, and termination provisions. The full agreement is filed as Exhibit 10.1 and governs delivery and payment terms.

Treasure Global Inc. called its 2025 Annual Meeting to order on August 5, 2025 and, although a quorum was present or represented by proxy, the Chair adjourned the meeting without opening the polls to solicit additional proxies. The meeting will be reconvened on August 29, 2025 at 9:00 a.m. Eastern Daylight Time and will be conducted as a virtual live audio webcast.

Only stockholders of record at the close of business on June 16, 2025 are entitled to vote at the reconvened meeting. No changes were made to the proposals in the definitive proxy statement filed on July 10, 2025. Previously submitted proxies remain valid and the Company will continue to solicit proxies; stockholders can attend the reconvened meeting at https://web.viewproxy.com/tgl/2025 using their 16-digit control number.