VS Media converts US$3.8M note into S T Meng stake

VS MEDIA Holdings Limited has converted a debt investment in S T MENG PTE.

Accepted by SEC EDGAR 04/29/2026 - 04:05 PM EDT

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Form Type

6-K

Rhea-AI Filing Summary

VS MEDIA Holdings Limited has converted a debt investment in S T MENG PTE. LTD into equity. The Company previously held a Convertible Promissory Note with a principal amount of US$3,800,000, issued under an agreement dated September 11, 2025, with a one-year term from August 29, 2025.

On April 27, 2026, both parties signed a Debt Conversion and Share Subscription Agreement, replacing the original conversion mechanics with a one-off debt-to-equity conversion at US$74.70 per share of S T Meng’s ordinary shares. Accrued interest will be settled through cash payment, waiver, or capitalization into shares. After this conversion, the principal is fully discharged, and VS MEDIA and its subsidiaries collectively hold 41.52% of the voting rights in S T Meng.

Insights

VS MEDIA converts a US$3.8M note into a 41.52% equity stake in S T Meng.

VS MEDIA previously held a US$3,800,000 Convertible Promissory Note in S T Meng with a one-year term from August 29, 2025. The new Debt Conversion and Share Subscription Agreement replaces ongoing conversion mechanics with a single, immediate debt-to-equity swap at US$74.70 per share.

This transaction extinguishes the principal repayment obligation in cash and leaves VS MEDIA and its subsidiaries with 41.52% of S T Meng’s voting rights, giving it a significant minority influence. The treatment of accrued interest (cash, waiver, or capitalization) may slightly affect VS MEDIA’s final equity exposure, but those specifics are not quantified here.

Key Figures

Convertible note principal: US$3,800,000 Original note term: 1 year Original conversion price basis: 70% of fair market value +3 more

6 metrics

Convertible note principal US$3,800,000 Principal amount of Convertible Promissory Note

Original note term 1 year Term commencing from August 29, 2025

Original conversion price basis 70% of fair market value Original Note conversion price formula for S T Meng shares

New conversion price US$74.70 per share Price per S T Meng ordinary share in debt-to-equity conversion

Voting rights acquired 41.52% Aggregate voting rights in S T Meng after conversion

Agreement date April 27, 2026 Date of Debt Conversion and Share Subscription Agreement

Key Terms

Convertible Note Purchase Agreement, Convertible Promissory Note, Debt Conversion and Share Subscription Agreement, debt-to-equity conversion, +1 more

5 terms

Convertible Note Purchase Agreement financial

"entered into a Convertible Note Purchase Agreement (the “Original Agreement”)"

A convertible note purchase agreement is a contract where an investor lends money to a company through a short-term loan that can later convert into shares instead of being repaid in cash. Think of it as giving a company a loan with an agreed option to swap that loan for ownership at a future financing; it matters to investors because the conversion terms determine potential ownership, risk, timing, and how much existing shareholders may be diluted.

Convertible Promissory Note financial

"a Convertible Promissory Note (the “Original Note”) in the principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

debt-to-equity conversion financial

"effect, on the terms of the Agreement, a one-off debt-to-equity conversion"

A debt-to-equity conversion is when a company swaps outstanding loans or bonds for ownership shares, effectively turning an IOU into an ownership stake. Investors should care because it reduces the company’s debt burden and interest costs but also dilutes existing shareholders’ ownership and can change control and risk profiles—like trading a loan payment for a piece of the company, which can improve solvency while altering potential upside and voting power.

voting rights financial

"hold in aggregate 41.52% of the voting rights of the issued"

Voting rights are the ability of shareholders to have a say in important company decisions, like choosing leaders or approving big changes. They matter because they give owners a voice in how the company is run, similar to how voters influence elections, ensuring the company acts in shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did VS MEDIA (VSME) complete with S T Meng?

VS MEDIA completed a one-off debt-to-equity conversion with S T MENG PTE. LTD. It exchanged a US$3,800,000 Convertible Promissory Note for ordinary shares under a new Debt Conversion and Share Subscription Agreement dated April 27, 2026, replacing the original staged conversion mechanics.

How much was the original convertible note held by VS MEDIA (VSME)?

The original Convertible Promissory Note had a principal amount of US$3,800,000. It was issued under a Convertible Note Purchase Agreement dated September 11, 2025, with a one-year term commencing from August 29, 2025, and initially featured a 70% of fair market value conversion price.

What is the new conversion price for S T Meng shares in VS MEDIA’s deal?

Under the new Debt Conversion and Share Subscription Agreement, the conversion price is US$74.70 per S T Meng ordinary share. This price governs the one-off debt-to-equity conversion that replaces the original 70% of fair market value conversion mechanic in the prior agreement.

What ownership stake does VS MEDIA (VSME) now have in S T Meng?

After the debt-to-equity conversion, VS MEDIA and its subsidiaries together hold 41.52% of the voting rights in S T Meng. This represents a significant minority position, giving the group substantial influence without full control over S T Meng’s shareholder decisions.

How will accrued interest on VS MEDIA’s note in S T Meng be settled?

Accrued interest owed to VS MEDIA will be handled in one of three ways: cash payment, waiver, or capitalization and conversion into additional shares. The agreement allows these methods, though the exact mix or amounts are not quantified in the disclosed summary language.

What happens to S T Meng’s repayment obligation after the conversion?

Following the conversion, the US$3,800,000 principal amount is fully satisfied, discharged, and extinguished. S T Meng has no further obligation to repay that principal in cash, because the debt has been exchanged for equity under the Debt Conversion and Share Subscription Agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 April 2026.

Commission File Number 001-41817

VS MEDIA HOLDINGS LIMITED

(Translation of registrant’s name into English)

Mr. Eng Yong Julius Toh, Chief Executive Officer

3 International Business Park #03-29

Nordic European Centre

Singapore 609927

Telephone: +65 6518 4887

(Address of principal executive office)

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

As previously announced, on September 11, 2025, VS MEDIA Holdings Limited (the “Company”) entered into a Convertible Note Purchase Agreement (the “Original Agreement”) with S T MENG PTE. LTD (“S T Meng”), whereby the Company agreed to purchase, and S T Meng agrees to sell and issue to the Company, a Convertible Promissory Note (the “Original Note”) in the principal amount of US$3,800,000 (the “Principal Amount”). The purchase price of the Note shall be equal to one hundred percent (100%) of the Principal Amount. The Original Note had a term of 1-year commencing from original issue date, August 29, 2025 (“Maturity Date”) and a conversion price of 70% of the fair market value of S T Meng’s ordinary shares (the “Original Conversion Price”).

On April 27, 2026, the Company and S T Meng entered into Debt Conversion and Share Subscription Agreement (the “Agreement”), whereby the parties agreed to terminate the conversion mechanics under the Original Agreement and instead effect, on the terms of the Agreement, a one-off debt-to-equity conversion with a contractual completion date of April 27, 2026 (the “Conversion). The conversion price under the Agreement is US$74.70 per share of S T Meng’s ordinary shares. The accrued interest owed to the Company shall be settled by (i) cash payment; (ii) waiver; or (iii) capitalisation and conversion into shares.

After the Conversion, the Principal Amount shall be irrevocably satisfied, discharged and extinguished in full, and S T Meng shall have no further obligation to repay the Principal Amount in cash. As a result, the Company and its subsidiaries hold in aggregate 41.52% of the voting rights of the issued and outstanding shares of S T Meng.

The foregoing descriptions of the Debt Conversion and Share Subscription Agreement is a summary of the material terms of such agreement, do not purport to be complete and are qualified in their entirety by reference to the Debt Conversion and Share Subscription Agreement, which is attached hereto as Exhibit 99.1.

This Report on Form 6-K, including all exhibits hereto, is incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-276310) and shall be a part of such registration statement from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Debt Conversion and Share Subscription Agreement dated April 27, 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.