Current Report Filing (8-k)
October 23 2020 - 1:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported):
October
19, 2020
Commission
File Number 001-38308
Greenpro
Capital Corp.
(Exact
name of registrant issuer as specified in its charter)
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Nevada
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98-1146821
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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B-7-5,
Northpoint Office,
Mid
Valley City, No. 1 Medan Syed Putra Utara,
59200
Kuala Lumpur, Malaysia
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code (603) 2201-3192
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common Stock, $0.0001
par value
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GRNQ
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NASDAQ Capital Market
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Item
1.01. Entry into a Material Definitive Agreement.
On
October 19, 2020, Greenpro Capital Corp. (the “Company”) entered into a Stock Purchase and Option Agreement (the “Agreement”)
with Tang Ka Siu Johnny (the “Seller”) and First Bullion Holdings Inc., a British Virgin Islands company (“FBHI”).
Pursuant to the Agreement, the Company will acquire 10% of the issued and outstanding shares of FBHI for a purchase price of $1,000,000.
The purchase price shall be paid by the Company issuing to the Seller approximately 685,871 restricted shares of the Company’s
common stock, which was based on the average closing price of the Company’s common stock for the five trading days preceding
the date of the Agreement. FBHI is in the business of banking, payment gateway, credit cards, debit cards, money lending, crypto
trading and securities token offerings, with corporate offices in the Philippines and Hong Kong.
FBHI
and the Seller also granted to the Company an option for 180 days following the date of the Agreement to purchase an additional
8% of the issued and outstanding shares of FBHI, at an agreed valuation of FBHI equal to $20,000,000. The purchase price will
be based on the average closing price of the Company’s common stock for the five trading days preceding the date of exercise
of the option. In consideration of granting the option, the Company shall issue to the Seller 250,000 restricted shares of the
Company’s common stock, which shall constitute partial payment for the option should the Company elect to exercise the option.
The
closing is expected to occur on or before October 31, 2020. A copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety
by, such agreement.
Item
3.02. Unregistered Sales of Equity Securities.
As
described more fully in Item 1.01 above, on the closing date of the transaction, the Company intends to issue to the Seller restricted
shares of the Company’s common stock in a private placement, which shares, when issued, will be exempt from registration
pursuant to Section 4(a)(2) of, and/or Rule 506 under Regulation D promulgated under, the Securities Act of 1933, as amended.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
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.
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GREENPRO CAPITAL CORP.
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Date: October 23, 2020
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By:
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/s/
Lee Chong Kuang
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Title:
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President and Chief Executive Officer
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