GRNQ Greenpro Capital Corp. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

Subscription
Agreement

On
May 29, 2026, Greenpro Capital Corp. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”)
with its Chief Executive Officer, President and Director, Mr. Lee Chong Kuang, (the “Purchaser”) providing for the private
placement of 28,949 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), at a per share purchase
price of $1.7272 (the “Offering”) for aggregate gross proceeds of $50,000. The Offering closed on May 29, 2026. Following
completion of the Offering, the Company had a total of 18,062,072 shares of Common Stock issued and outstanding, and Mr. Lee holds directly
1,875,293 shares or 10.38% of the Company’s outstanding Common Stock. As of May 29, 2026, Mr. Lee and his spouse, Ms. Yap Pei Ling,
held an aggregate of 2,041,208 shares, representing approximately 11.3% of the Company’s outstanding Common Stock, consisting of
1,875,293 shares held directly by Mr. Lee and 165,915 shares held by Ms. Yap Pei Ling.

The
issuance of shares of Common Stock pursuant to the Subscription Agreement was made in reliance upon the exemptions from registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the “Securities Act”) and Regulation D and/or Regulation
S promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D, and/or Regulation
S of the Securities Act were available because the offering did not involve a public offering and the Purchaser in the Offering represented
that he is an “accredited investor” within the meaning of Rule 501(a) of Regulation D and/or is not a “U.S. person”
as defined in Regulation S.

No
underwriters were involved in the offer and sale of the Common Stock in the Offering. We plan to use the proceeds of the Offering for
operating capital.

Item
3.02 Unregistered Sale of Equity Securities

The
information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.

Item
9.01. Financial Statements and Exhibits

(d)
Exhibits.

Exhibit
No.

Description

10.1

Subscription Agreement, dated May 29, 2026, by and between Greenpro Capital Corp. and Lee Chong Kuang

104

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