VS MEDIA Holdings Limited filed an amended shelf registration on Form F-3 to offer up to $200,000,000 of Class A ordinary shares, debt securities, warrants, subscription rights and units from time to time. This is a primary shelf; specific terms and pricing will be set in future prospectus supplements.
The company qualifies to use Form F-3 under General Instruction I.B.5, which currently limits primary issuances to no more than one-third of the aggregate market value of Class A ordinary shares held by non‑affiliates in any 12‑month period while that market value is below $75.0 million. As of August 7, 2026, non‑affiliate Class A ordinary shares had an aggregate market value of approximately $8,470,423, based on 2,606,284 non‑affiliate shares and a Nasdaq closing price of $3.25 on June 15, 2026.
The business operates a network of over 1,500 creators serving about 100 million fans through marketing services and social commerce. Revenue decreased from $8.25 million in 2024 to $7.52 million in 2025, while gross margin improved from 20.53% to 23.71%. Recent moves include acquiring 100% of Macau agency MLINK, buying the CRUUSH “shoppertainment” platform, and raising its stake in Singapore-based S T Meng to 41.52% via a $3,800,000 debt conversion. Proceeds are earmarked for working capital, general corporate purposes, and planned expansion into an AI Smart Living business, with broad management discretion.
VS MEDIA Holdings Limited has filed a Form F-3 shelf registration to offer up to $200,000,000 of Class A ordinary shares, debt securities, warrants, subscription rights and units, in one or more future offerings. Primary offerings under this shelf are limited, while the public float is below $75.0 million, to no more than one-third of the aggregate market value of non‑affiliate Class A ordinary shares in any 12‑month period.
As of July 28, 2026, the aggregate market value of non‑affiliate Class A ordinary shares was $8,470,423, based on 2,606,284 non‑affiliate shares out of 2,750,784 outstanding at a Nasdaq price of $3.25 on June 15, 2026. The company operates a creator‑focused digital media and social commerce platform, with total revenue of $8.25 million in 2024 and $7.52 million in 2025, while gross margin improved from 20.53% to 23.71%.
Recent moves include acquiring 100% of Macau‑based MLINK, purchasing CRUUSH assets, and building a stake in Singapore’s S T Meng, where a $3,800,000 debt conversion into 51,072 shares increased ownership from 19% to 41.52%. Net proceeds from future offerings are intended for working capital, general corporate purposes, expansion into an AI Smart Living business, and potential technology or business acquisitions, with no current plan to pay dividends.
VS MEDIA Holdings Limited appointed three new leaders effective July 13, 2026: Chen Shulan as Executive Chairman and Director, Lim Hui Leng as independent Director and Chairman of the Audit Committee, and Yuen Jia Feng Leonard as Chief Financial Officer. Chen will receive US$300,000 in annual base compensation under a one-year Executive Chairman Appointment Agreement. Lim will receive an annual director’s fee of US$20,000 under a one-year Independent Director Appointment Agreement. Yuen’s offer letter provides a monthly base salary of SGD 10,500 and a three‑month notice period, with the company permitted to make payment in lieu of notice where allowed by law.
The board determined that Lim meets SEC and Nasdaq independence requirements and qualifies as an audit committee financial expert. The company also records the earlier resignations of former Chairperson Nga Fan Wong, former CFO Yuet Wang Mok, and Director Tang Kaidi, stating that their departures were not due to any disagreement regarding operations, policies, or practices.
VS Media Holdings Limited filed a Form 6-K to share that it plans to enter the AI Smart Living sector as a new growth area. The company aims to combine its digital creator network, media resources, and brand communication capabilities with smart home products, lifestyle services, and intelligent community solutions.
VS Media plans to build an international business platform using a BVI holding company and a Singapore operating company to support product implementation, market expansion, and supply chain coordination, particularly in Southeast Asia and international markets. It has held preliminary talks with potential partners and may sign strategic cooperation framework agreements focused on product introduction, market promotion, and channel development, though any agreements and resulting revenue or profit are uncertain and subject to further negotiation and definitive contracts.
VS MEDIA Holdings Limited files its annual Form 20-F outlining its creator-focused advertising and social commerce businesses across Hong Kong, Taiwan, Macau and Singapore. The company had 55,013,689 ordinary shares outstanding as of December 31, 2025.
Operations are conducted mainly through offshore subsidiaries and reported in U.S. dollars, with revenues earned in HK$, NT$ and SG$. The filing highlights extensive legal and operational risks tied to doing business in greater China, including evolving PRC and Hong Kong rules on data security, cybersecurity review and overseas listings, as well as potential impacts from the Holding Foreign Companies Accountable Act on Nasdaq trading.
As of December 31, 2025, the company reported working capital of $2,348,394, an accumulated deficit of $37,112,711 and net cash used in operating activities of $3,514,246. Its auditor raised substantial doubt about the company’s ability to continue as a going concern, and management plans to seek roughly $700,000 of additional funding while focusing on higher-margin projects.
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.
VS MEDIA Holdings Limited reports significant leadership and board changes. As previously announced, Chief Executive Officer and Chairperson Nga Fan Wong brought forward her resignation date to March 5, 2026 and will remain a director until June 30, 2026 to oversee the CEO transition.
On March 5, 2026, former independent director Eng Yong Julius Toh resigned from all board and committee roles and was simultaneously redesignated as the Company’s Chief Executive Officer and Director. Independent directors Rose Ellen Steinberg and Yuet Wang Mok (Chief Financial Officer) also resigned, with Mr. Mok’s resignation effective no later than June 3, 2026. The Company states these resignations were not due to disagreements over operations, policies, or practices.
To fill vacant independent seats, the Board appointed Jia Long Fong and Hai Wai Mimi Vong, who will chair key committees and have been determined to be independent under Nasdaq and U.S. securities rules. The Company also changed its principal executive office to 3 International Business Park, Nordic European Centre, Singapore 609927.
VS MEDIA Holdings Limited has regained compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market. The company was required to maintain a closing bid price of at least $1.00 per Class A ordinary share for 10 consecutive trading days, a condition it met on January 26, 2026. Nasdaq had previously notified VS MEDIA in December 2025 that the shares had traded below $1.00 for 30 consecutive business days, triggering a deficiency notice. With the recent performance, Nasdaq has informed the company that the prior bid price deficiency matter is now closed.
VS MEDIA Holdings Limited reports that its Annual General Meeting of Shareholders, originally set for December 30, 2025, has been adjourned due to a lack of quorum under its Amended and Restated Memorandum and Articles of Association. The meeting is now scheduled for 10:30 p.m. local time on December 31, 2025 at the company’s Hong Kong offices, with the record date remaining December 15, 2025.
The board of directors unanimously recommends that shareholders vote FOR the proposals described in the proxy statement. Shareholders who already submitted proxy forms do not need to take further action unless they wish to change or revoke their prior instructions. At the adjourned meeting, a quorum will be reached if those present in person or by proxy within one hour from the appointed time hold at least one third of the votes of the shares entitled to vote on the business to be considered.
VS MEDIA Holdings Limited received a notice from Nasdaq that the closing bid price of its Class A ordinary shares stayed below $1.00 for 30 consecutive business days, violating Nasdaq’s minimum bid price rule. The company now has 180 calendar days, until June 15, 2026, to regain compliance by having its shares close at or above $1.00 for at least 10 straight business days.
If VS MEDIA does not regain compliance by that date, it may qualify for an additional 180-day grace period if it meets other Nasdaq Capital Market listing standards and notifies Nasdaq of its plan to cure the deficiency, which may include a reverse stock split. The Nasdaq letter does not immediately affect the listing status, and the shares continue to trade under the symbol “VSME.”