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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed in the Definitive Information Statement on Schedule 14C of Greenpro Capital Corp. (the “Company”) dated July 9, 2026 (the “Information Statement”), the Company’s board of directors (the “Board”) approved, and stockholders holding a majority of the voting power of the then-outstanding shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), approved by written consent dated June 18, 2026, an amendment to the Company’s Articles of Incorporation pursuant to Sections 78.2055, 78.385 and 78.390 of the Nevada Revised Statutes (the “NRS”) to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio of one-for-ten (1-for-10) (the “Reverse Stock Split”). The Information Statement was mailed to stockholders on or about July 17, 2026.
On July 13, 2026, the Company filed a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split. The Certificate of Amendment will be processed by the Nevada Secretary of State effective at 9:00 p.m. Pacific Time on August 4, 2026. The Reverse Stock Split will become effective for trading purposes at the market opening on August 6, 2026 (the “Effective Date”), following the expiration of the 20-calendar-day period required by Rule 14c-2 under the Securities Exchange Act of 1934, as amended, at which time the Company’s Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis under the symbol “GRNQ.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 39540F408.
At the Effective Time, every ten (10) shares of Common Stock issued and outstanding immediately prior to the Effective Time will automatically, without any further action on the part of the Company or any holder thereof, be combined into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Company will issue such additional fraction of a share as is necessary to increase the fractional share to a whole share, such that the number of shares of Common Stock to be received by each holder will be rounded up to the nearest whole share. The par value of the Common Stock will remain $0.0001, and the total number of shares of capital stock that the Company is authorized to issue will not be changed by the Reverse Stock Split.
Based on 18,127,663 shares of Common Stock issued and outstanding as of June 30, 2026, and subject to rounding up of fractional shares and any issuances, cancellations or other changes in shares outstanding after such date, the Reverse Stock Split would reduce the number of issued and outstanding shares of Common Stock to approximately 1,812,786 shares.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 3, 2026, the Company issued a press release announcing the Reverse Stock Split described above. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report.
Forward-Looking Statements
This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1, contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Reverse Stock Split, the expected timing and effects of the Reverse Stock Split, trading of the Common Stock on a split-adjusted basis, the new CUSIP number, the anticipated number of shares outstanding following the Reverse Stock Split, the Company’s ability to maintain compliance with Nasdaq listing standards, the potential impact of the Reverse Stock Split on the trading price, liquidity, marketability and investor perception of the Common Stock, and the Company’s strategic initiatives, including its application for a digital banking license under the Malaysia Labuan Financial Services Authority framework.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially include risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Item 9.01 Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of the State of Nevada. | |
| 99.1 | Press Release dated August 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| GREENPRO CAPITAL CORP. | ||
| Date: August 3, 2026 | By: | /s/ Lee Chong Kuang |
| Name: | Lee Chong Kuang | |
| Title: | Chief Executive Officer, President, Director | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
GREENPRO CAPITAL CORP.
a Nevada corporation
(Pursuant to NRS 78.385 and 78.390)
Greenpro Capital Corp., a Nevada corporation (the “Corporation”), hereby certifies as follows:
1. The name of the corporation is Greenpro Capital Corp.
2. The Articles of Incorporation of the Corporation, as amended (the “Articles”), have been amended as follows:
Article 3 (Authorized Stock) of the Articles is hereby amended by inserting the following paragraph as the first paragraph of Article 3:
“Upon the effectiveness of this Certificate of Amendment (the “Effective Time”), every ten (10) shares of common stock, par value $0.0001, of the Corporation (the “Common Stock”), issued and outstanding immediately prior to the Effective Time, shall automatically and without any further action on the part of the Corporation or any holder thereof be combined into one (1) validly issued, fully paid and nonassessable share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $0.0001. No fractional shares shall be issued in connection with the Reverse Stock Split. If the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall issue such additional fraction of a share of Common Stock as is necessary to increase the fractional share to a whole share, such that the number of shares of Common Stock to be received by each holder shall be rounded up to the nearest whole share. The total number of shares of capital stock that the Corporation is authorized to issue shall not be changed by the Reverse Stock Split or this Certificate of Amendment and shall remain six hundred million (600,000,000) shares, consisting of five hundred million (500,000,000) shares of Common Stock, par value $0.0001, and one hundred million (100,000,000) shares of preferred stock, par value $0.0001. Each certificate that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the number of shares of Common Stock into which the shares represented by such certificate shall have been combined as a result of the Reverse Stock Split, subject to the rounding-up treatment of fractional share interests described above.”
3. The vote by which the stockholders holding shares in the Corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required by law or by the Articles, voted in favor of the amendment is: Shares representing 60.97% of the outstanding voting power of the Corporation, including 60.97% of the outstanding voting power of the Common Stock, were voted in favor of the amendment.
4. Effective date and time of filing: August 4, 2026, at 9:00 p.m. Pacific Time.
IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to the Articles of Incorporation to be executed by a duly authorized officer of the Corporation on this 10th day of July 2026.
| GREENPRO CAPITAL CORP. | ||
| By: | /s/ Lee Chong Kuang | |
| Name: | Lee Chong Kuang | |
| Title: | Chief Executive Officer, President and Director | |
Exhibit 99.1
Greenpro Capital Corp. Announces 1-for-10 Reverse Stock Split
KUALA LUMPUR, Malaysia - August 3, 2026 - Greenpro Capital Corp. (NASDAQ: GRNQ) (“Greenpro” or the “Company”) today announced that it will effect a one-for-ten (1-for-10) reverse stock split of its issued and outstanding common stock, par value $0.0001 (the “Common Stock”) (the “Reverse Stock Split”).
The Company’s Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on August 6, 2026 and will continue to trade under the symbol “GRNQ.” The new CUSIP number for the Common Stock following the Reverse Stock Split will be 39540F408.
The Reverse Stock Split was previously approved by the Company’s board of directors and by stockholders holding a majority of the voting power of the then-outstanding shares of Common Stock and was described in the Company’s Definitive Information Statement on Schedule 14C dated July 9, 2026, which was mailed to stockholders on or about July 17, 2026.
At the effective time of the Reverse Stock Split, every ten (10) shares of Common Stock issued and outstanding immediately prior to the effective time will automatically be combined into one (1) share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the Reverse Stock Split would result in a fractional share, the Company will round such fractional share up to the nearest whole share. The par value of the Common Stock will remain unchanged at $0.0001, and the Reverse Stock Split will not change the total number of authorized shares of Common Stock or preferred stock.
Based on 18,127,663 shares of Common Stock issued and outstanding as of June 30, 2026, and subject to rounding up of fractional shares and any issuances, cancellations or other changes in shares outstanding after such date, the Reverse Stock Split would reduce the number of issued and outstanding shares of Common Stock to approximately 1,812,786 shares.
The Company is effecting the Reverse Stock Split primarily to increase the per share trading price of its Common Stock. The Company is also pursuing strategic initiatives, including an application for a digital banking license under the Malaysia Labuan Financial Services Authority framework. Management believes that a higher per share trading price may help address certain negative perceptions associated with low-priced securities. However, there can be no assurance that the Reverse Stock Split will result in a sustained increase in the trading price of the Common Stock, that the Common Stock will trade above $5.00 per share following the Reverse Stock Split, or that the Reverse Stock Split will have any favorable effect on the Company’s strategic initiatives, regulatory applications or relationships with third parties.
The Company’s transfer agent, VStock Transfer, LLC, is acting as transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-Reverse Stock Split shares. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to the procedures of their bank, broker, custodian or nominee. Stockholders of record may direct questions to VStock Transfer, LLC, located at 18 Lafayette Place, Woodmere, New York 11598, by calling (212) 828-8436.
About Greenpro Capital Corp.
Greenpro Capital Corp. is a Nevada corporation headquartered in Kuala Lumpur, Malaysia. Greenpro provides business consulting and corporate advisory services and pursues strategic initiatives designed to support its business and growth objectives.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the Reverse Stock Split, the expected timing and effects of the Reverse Stock Split, trading of the Common Stock on a split-adjusted basis, the new CUSIP number, the anticipated number of shares outstanding following the Reverse Stock Split, the Company’s ability to maintain compliance with Nasdaq listing standards, the potential impact of the Reverse Stock Split on the trading price, liquidity, marketability and investor perception of the Common Stock, and the Company’s strategic initiatives, including its application for a digital banking license under the Malaysia Labuan Financial Services Authority framework. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially include risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, and the Company’s other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Contact
Greenpro Capital Corp.
(60) 3 8408-1788
Investor Relations: ir.hk@greenprocapital.com