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 months of: September 2026
Commission
File Number: 001-41817
VS
MEDIA Holdings Ltd
(Translation
of registrant’s name into English)
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 of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
On
September 15, 2026, VS MEDIA Holdings Limited (the “Company”) entered into eight separate loan conversion agreements
(collectively, the “Loan Conversion Agreements”) with individual lenders (each, a “Lender”) pursuant
to which the Company converted an aggregate principal amount of US$830,952.46 (Eight Hundred Thirty Thousand Nine Hundred Fifty-Two and
46/100 Dollars) in outstanding loan obligations into equity securities of the Company.
The
loans being converted originated under unsecured loan agreements dated August 3, 2026 (the “Loan Agreements”), which
had a term of six (6) months with interest accruing at the rate of ten percent (10%) per annum. The Loan Agreements were previously reported
on the Company’s Report on Form 6-K filed with the Securities and Exchange Commission on September 11, 2026. Pursuant to the Loan
Conversion Agreements, each Lender agreed to convert the full principal amount of its respective loan into Class A Ordinary Shares of
the Company (the “Shares”) at a conversion price of US$0.41 per Share. As consideration for entering into the Loan
Conversion Agreements, all accrued and unpaid interest was completely forgiven and cancelled as of the effective date of conversion.
In lieu of Shares that would otherwise cause a Lender’s beneficial ownership to exceed 4.99% of the number of Shares outstanding
immediately after giving effect to such issuance, the Company issued Pre-Funded Warrants (as defined below) exercisable at any time at
an exercise price of US$0.001 per Share.
In
the aggregate, the Company issued 1,811,848 Shares and 214,866 pre-funded warrants (the “Pre-Funded Warrants”) to
the eight Lenders. Each Pre-Funded Warrant is exercisable at any time at an exercise price of US$0.001 per Share. The Shares and Pre-Funded
Warrants issued pursuant to the Loan Conversion Agreements are restricted securities that have not been registered under the Securities
Act of 1933, as amended (the “Securities Act”), and bear customary restrictive legends. Each Lender represented that
it is an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. The issuance of
the Shares and Pre-Funded Warrants was made in reliance upon exemptions from the registration requirements of the Securities Act, including
the exemption provided by Section 4(a)(2) thereunder and Regulation D promulgated thereunder.
The
form of the Loan Conversion Agreement is filed as Exhibit 10.1 to this Report on Form 6-K. The foregoing description of the Loan Conversion
Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of such exhibit, which is incorporated
herein by reference.
This
Report on Form 6-K is incorporated by reference into the Company’s registration statements on Form F-3 (File 333-297756) and Form
S-8 (File Nos. 333-276310 and 333-292063) and the prospectuses thereof and any prospectus supplements or amendments thereto.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of the Loan Conversion Agreement between the lender and VS MEDIA Holdings Limited dated September 15, 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.
| |
VS MEDIA
HOLDINGS LIMITED |
| |
(Registrant) |
| |
|
| Date: October 2, 2026 |
/s/
Eng Yong Julius Toh |
| |
Name: Eng Yong Julius Toh |
| |
Title: Chief Executive
Officer |
