Current Report Filing (8-k)
19 June 2020 - 8:16PM
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):
June
15, 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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Room
1701-1703, 17/F.,
The
Metropolis Tower,
10
Metropolis Drive, Hung Hom,
Hong
Kong
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code (852) 3111 -7718
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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[ ]
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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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[ ]
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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
June 15, 2020, Greenpro Capital Corp. (the “Company”) entered into a loan agreement (the “Loan Agreement”)
with an institutional investor (the “Lender”) pursuant to which the Company will issue in a private placement a five
(5) year convertible promissory note (the “Note”) in the principal amount of $5 million. Pursuant to the Loan Agreement,
the Company will pay a coupon equal to 3% annually. At the maturity date, the Lender may (i) demand repayment of the unpaid principal
and interest under the loan, or (ii) subject to the Company’s consent, elect to convert the unpaid principal and interest
under the loan into restricted shares of the Company’s common stock. The conversion price will be based on the average of
the closing price of the common stock of the Company as agreed upon between the Lender and the Company on the date of conversion.
The Company intends to use the proceeds of the loan for commercial expansion and business development.
A
copy of the Loan Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing summary of
the terms of the Loan Agreement is subject to, and qualified in its entirety by, such agreement. On June 16, 2020, the Company
issued a press release announcing the signing of the Loan Agreement. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation.
The
disclosure set forth under Item 1.01 above is hereby incorporated in its entirety under this Item 2.03.
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 shall issue to the Lender the Note
convertible into restricted shares of the Company’s common stock in a private placement, which Note, when issued, will be
exempt from registration pursuant to Section 4(2) of, and/or Rule 506 under Regulation D promulgated under the Securities Act
of 1933, as amended (the “Securities Act”), or Regulation S promulgated under the Securities Act.
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:
June 19, 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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Greenpro Capital (NASDAQ:GRNQ)
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