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 March 2026.
Commission
File Number 001-41817
VS
MEDIA HOLDINGS LIMITED
(Translation
of registrant’s name into English)
Ms.
Nga Fan Wong, 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
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
As
previously announced, on December 8, 2025, Ms. Nga Fan Wong (“Ms. Wong”) resigned as our Chief Executive Officer, Director
and Chairperson of the Board of Directors (the “Board”) of VS MEDIA Holdings Limited (the “Company” or “VS
MEDIA”), effective from March 8, 2026. On March 5, 2026, the Company and Ms. Wong mutually agreed to amend the effective
date for the Chief Executive Officer and Chairperson of the Board of Directors resignations to March 5, 2026 and Ms.
Wong will stay on as a Director until June 30, 2026 to oversees the transition of the Chief Executive Officer role. On the same day,
Mr. Eng Yong Julius Toh (“Mr. Toh”) resigned as our independent director of the Board, the chairperson of the nominating
and corporate governance committee, an audit committee member and a compensation committee member of the Company, effective immediately.
Mr. Toh will serve as the Chief Executive Officer and a Director of the Company following his resignation effective on the same day (the
“Redesignation”).
On
March 4, 2026 , Ms. Rose Ellen Steinberg (“Ms. Steinberg”) resigned as our independent director of the
Board, a member of the audit committee and a member of the nominating and corporate governance committee and the chairperson of the compensation
committee of the Company, effective immediately. On the same day, Mr. Yuet Wang Mok (“Mr. Mok”) resigned as our chief
financial officer, effective from the earlier of June 3, 2026 or from the date on which his successor is duly appointed by the
Company. The resignations by Ms. Steinberg and Mr. Mok were not the result of any disagreement with the Company regarding its operations,
policies, or practices.
On
the same day, the Board appointed Mr. Jia Long FONG (“Mr. Fong”) and Ms. Hai Wai Mimi VONG (“Ms.
Vong”). and to fill in the vacancy on the Board, resulting from Ms. Steinberg’s and Mr. Toh’s resignations as independent
director, effective immediately. Mr. Fong will serve as the chairperson of compensation committee, a nominating and corporate governance
committee member and an audit committee member of the Company. Ms. Vong will serve as the chairperson of the nominating and corporate
governance committee, an audit committee member and a compensation committee member of the Company.
The
Board has determined that Mr. Fong and Ms. Vong satisfy the definition of “independent director” in accordance with Rule
5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, Inc. and Section 10(A)(m)(3) of the Securities Exchange Act of 1934,
as amended.
Our
audit committee currently consists of Jia Long FONG, Kaidi TANG and Hai Wai Mimi VONG, and is chaired by Kaidi TANG. Our compensation
committee consists of Jia Long FONG, Kaidi TANG and Hai Wai Mimi VONG, and is chaired by Jia Long FONG. Our nominations and corporate
governance committee consists of Jia Long FONG, Kaidi TANG and Hai Wai Mimi VONG, and is chaired by Hai Wai Mimi VONG.
The
biographies for Mr. Toh, Mr. Fong and Ms. Vong are set forth below:
Eng
Yong Julius TOH graduated from the University of Geneva with a Diploma in Entrepreneurship in 2009. He served as our independent director
from December 2025 to March 2026. Since September 2024 and January 2023, Mr. Toh has been serving as a director of Alas Group Asia Pacific
Pte. Ltd and Lzmy Pte. Ltd, respectively. From April 2019 to December 2022, Mr. Toh served as the Vice President in Sales – Distribution
& Networks, of Southeast Asia of Sony Pictures Television. From September 2015 to April 2019, Mr. Toh served as the Vice President
in Content Sales, of Asia of Fox Networks Group. From August 2010 to September 2015, Mr. Toh served as the general manager of business
development of Stellar Entertainment. He has over 15 years’ experience in media and content industries.
Jia
Long FONG graduated from Kings International School (Hong Kong) with a Diploma in Business Management in 2002. Mr. Fong has served as
our independent director since February 28, 2026. From January 2013 to September 2025, Mr. Fong served as a food operations
manager of Joy Drink & Snacks. From January 2012 to January 2013, Mr. Fong served as the project coordinator – interior design
& fit-outs of Benpak Waterwise Pte Ltd. He has over 13 years’ experience in operational and management functions and is appointed
as Chairperson of our Compensation Committee.
Hai
Wai Mimi VONG graduated from the University of California, Berkeley, with a bachelor’s degree in Political Economy of Industrial
Societies and Economics in June 1998. Ms. Vong has served as our independent director since March 4, 2026. Since March 2019, Ms.
Vong has been serving as the founder and a director of Pontier Service Limited. Since May 2023, Ms. Vong has been serving
as the co-lead organizer of Techstars Startup Weekend Vancouver and a board member of Vancouver Bach Choir. Since
August 2023, Ms. Vong has been serving as the co-founder and the chief executive officer of Metafyed Company Limited, a web3
fintech platform focused on tokenization infrastructure and private credit for real-world assets. Since April 2022, Ms. Vong has been
serving as the chief marketing officer of NASDEX Company Limited, a digital asset exchange platform, where she led global
branding and ecosystem development. She has over 25 years of experience across media, technology, and digital finance, and she is appointed
as Chairperson of our Nominating and Corporate Governance Committee.
Mr.
Toh has entered into an employment agreement with the Company, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety
for additional information.
Mr.
Toh, Mr. Fong and Ms. Vong have no family relationships with any of the executive officers or directors of the Company. Save except for
the employment agreement as stated above, there is no other agreement between the Company and Mr. Toh, nor are there any arrangements
or plans in which the Company will provide compensation, bonus, pension, retirement, or similar benefits to Mr. Toh. There have been
no transactions to which the Company was or is to be a party, in which Mr. Toh had, or will have, a direct or indirect material interest.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
actual Agreement, which are attached as Exhibits 10.1 to this Current Report and incorporated herein by reference.
Other
Information
Change
of Principal Executive Office
On
March 5, 2026, the Company changed its principal executive office to 3 International Business Park #03-29, Nordic European Centre,
Singapore 609927.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Employment Agreement between the Registrant and Eng Yong Julius TOH. |
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.
| Date:
March 6, 2026 |
VS
MEDIA HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/
Eng Yong Julius Toh |
| |
Name: |
Eng
Yong Julius Toh |
| |
Title: |
Chief
Executive Officer |
