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 July 2026.
Commission
File Number 001-41817
VS
MEDIA HOLDINGS LIMITED
(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 Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
July 13, 2026, VS MEDIA Holdings Limited (the “Company”) appointed (i) Ms. Chen Shulan as a Director and Executive
Chairman of the Board of Directors of the Company, (ii) Ms. Lim Hui Leng as an independent Director and as Chairman of the Audit Committee
of the Company, and (iii) Mr. Yuen Jia Feng Leonard as Chief Financial Officer of the Company, effective July 13, 2026.
Appointment
of Executive Chairman and Director
On
July 13, 2026, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, ratified
the appointment of Ms. Chen Shulan as Executive Chairman of the Board and as a Director of the Company, effective July 13, 2026.
Ms.
Chen Shulan has served since 2015 as founder and director of JNC Logistics (S) Pte Ltd, a Singapore-based logistics and international
trade company. Ms. Chen also serves as director of ZNC Logistics (M) SDN BHD (Malaysia) and Asian Shipping Line (Vietnam), and since
2018 as Regional Director of AOG Aerospace Pte. Ltd. Ms. Chen holds a diploma in International Business from Huanan Women’s College
of Fujian, China.
Pursuant
to an Executive Chairman Appointment Agreement dated July 9, 2026 (the “Chen Appointment Agreement”), Ms. Chen will
receive annual base compensation of US$300,000. The Chen Appointment Agreement provides for an initial term of one (1) year, subject
to renewal or extension by the Board. Ms. Chen may resign from her position at any time by giving written notice to the Company. Upon
termination, resignation, removal or cessation of office, Ms. Chen shall be entitled to receive any unpaid compensation and approved
reimbursable expenses accrued up to the effective date of termination, subject to applicable law and Company policies. No severance,
bonus continuation, benefit continuation, equity acceleration or other termination payment shall be payable unless expressly approved
in writing by the Board or the Compensation Committee or set out in a separate written agreement. A copy of the Chen Appointment Agreement
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
There
are no family relationships between Ms. Chen and any of the Company’s directors or executive officers. There are no transactions
between Ms. Chen and the Company that would be reportable under Item 404(a) of Regulation S-K.
Appointment
of Independent Director
On
July 13, 2026, the Board of Directors of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, ratified
the appointment of Ms. Lim Hui Leng as an independent Director of the Company, effective July 13, 2026. In connection with her appointment
as an independent Director, the Board also appointed Ms. Lim to serve as Chairman of the Audit Committee.
Ms.
Lim Hui Leng has served since August 2024 as Chief Financial Officer of Legion Consortium Limited, a Hong Kong Stock Exchange listed
investment holding company. From June 2023 to August 2024, Ms. Lim served as Financial Manager at The Place Holdings Limited, a Singapore
Stock Exchange listed company. From April 2019 to June 2023, Ms. Lim served as Financial Controller at Kwong Lee Group. Ms. Lim holds
a Bachelor of Accounting (Honours) degree from Multimedia University, Malaysia.
The
Board has determined that Ms. Lim satisfies the independence requirements under the relevant SEC and Nasdaq listing rules to qualify
as an “independent director” and as a member of the Company’s audit committee. Ms. Lim also qualifies as an “audit
committee financial expert” within the meaning of applicable SEC rules.
Pursuant
to an Independent Director Appointment Agreement dated July 7, 2026 (the “Lim Appointment Agreement”), Ms. Lim will
receive an annual director’s fee of US$20,000. The Lim Appointment Agreement provides for an initial term of one (1) year, subject
to renewal or extension by the Board. Ms. Lim may resign from her position as an Independent Director or from any committee position
at any time by giving written notice to the Company. Upon termination, resignation, removal or cessation of office, Ms. Lim shall be
entitled to receive any unpaid director’s fees and approved reimbursable expenses accrued up to the effective date of termination,
subject to applicable law and Company policies. A copy of the Lim Appointment Agreement is attached hereto as Exhibit 10.2 and is incorporated
herein by reference.
There
are no family relationships between Ms. Lim and any of the Company’s directors or executive officers. There are no transactions
between Ms. Lim and the Company that would be reportable under Item 404(a) of Regulation S-K.
Appointment
of Chief Financial Officer
On
July 13, 2026, the Board of Directors of the Company ratified the appointment of Mr. Yuen Jia Feng Leonard as Chief Financial Officer
of the Company, effective July 13, 2026.
Mr.
Yuen Jia Feng Leonard served from September 2021 to May 2026 as Internal Audit and Process Improvement Manager at Giti Tire Pte Ltd.
From January 2018 to August 2021, Mr. Yuen served as Chief Financial Officer of Legion Consortium Limited, where he coordinated the company’s
listing on the Hong Kong Stock Exchange in January 2021. Mr. Yuen is a Chartered Accountant (Singapore) and CPA (Australia), and holds
a Bachelor of Commerce degree in Accounting from the University of Newcastle, Australia.
Pursuant
to an offer letter dated May 13, 2026 (the “Yuen Offer Letter”), Mr. Yuen will receive a monthly base salary of SGD
10,500. Mr. Yuen’s employment does not have a fixed expiry date, and either party may terminate the employment relationship upon
three (3) months’ written notice to the other party. The Company may, to the extent permitted by applicable law, make payment in
lieu of all or part of the notice period. A copy of the Yuen Offer Letter is attached hereto as Exhibit 10.3 and is incorporated herein
by reference.
There
are no family relationships between Mr. Yuen and any of the Company’s directors or executive officers. There are no transactions
between Mr. Yuen and the Company that would be reportable under Item 404(a) of Regulation S-K.
Resignations
As
previously disclosed, Ms. Nga Fan Wong resigned as Chairperson of the Board of Directors, effective March 5, 2026, and as a Director
of the Company, effective June 30, 2026. Mr. Yuet Wang Mok resigned as Chief Financial Officer of the Company, effective June 3, 2026.
Additionally,
Mr. Tang Kaidi has resigned as a Director of the Company, effective July 13, 2026. In connection with Mr. Tang’s resignation, Mr.
Tang also resigned from his position as Chairman of the Audit Committee. The resignations of Ms. Wong, Mr. Mok and Mr. Tang were not
the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Executive Chairman Appointment Agreement, dated July 9, 2026, by and between VS MEDIA Holdings Limited and Chen Shulan |
| 10.2 |
|
Independent Director Appointment Agreement, dated July 7, 2026, by and between VS MEDIA Holdings Limited and Lim Hui Leng |
| 10.3 |
|
CFO Offer Letter, dated May 13, 2026, by and between VS MEDIA Holdings Limited and Yuen Jia Feng Leonard |
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: July 15, 2026 |
VS MEDIA HOLDINGS LIMITED |
| |
|
|
| |
By: |
/s/ Eng Yong
Julius Toh |
| |
Name: |
Eng Yong Julius Toh |
| |
Title: |
Chief Executive Officer |