エドガーで原本を確認する
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): March 24, 2025
AGAPE ATP CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 001-41835 | 36-4838886 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
1705 - 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman Desa, Kuala Lumpur, Malaysia 58100
(Address of principal executive offices) (Zip Code)
+(60) 192230099
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | ATPC | NASDAQ Capital Market |
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).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on March 5, 2025, on February 28, 2025, Agape ATP Corporation (the “Company”), entered into certain subscription agreements (the “Subscription Agreements”) with certain non-U.S. investors (“Investors”), providing for the sale and issuance of 46,000,000 shares of the Company’s common stock, par value US$0.0001 per share, for an aggregate purchase price of US$23,000,000, at a price of US$0.50 per share, payable to the Company in Renminbi at an agreed exchange rate of US$1.00 to RMB7.2501, in reliance on the registration exemptions provided under Regulation S of the Securities Act (the “Private Placement”). The Private Placement closed on March 24, 2025. Upon closing, the Company issued a total of 46,000,000 shares of the Company’s common stock to the Investors following receipt of the total purchase price. Following such issuance, the Company had a total of 50,005,381 shares of common stock issued and outstanding as of March 24, 2025.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On March 25, 2025, the Company published a press release announcing the closing of the Private Placement, a copy of which is attached herein as Exhibit 99.1.
The information set forth under Item 7.01 of this Current Report on Form 8-K and the attached Exhibit 99.1 are being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.
Item 9.01. Financial Statements and Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release dated March 25, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
SIGNATURE
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.
| AGAPE ATP CORPORATION | ||
| Date: March 25, 2025 | By: | /s/ How Kok Choong |
| Name: | How Kok Choong | |
| Title: |
Chief Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer) |
|
|
|
Exhibit 99.1
 |
 |
Agape ATP Corporation Successfully Completes $23 Million Private Placement, Strengthening Growth Across Key Sectors
Strong investor confidence fuels ATPC’s expansion in healthcare, oil & gas trading, and renewable energy
KUALA LUMPUR, 25 MARCH 2025 – NASDAQ-listed AGAPE ATP Corporation (“ATPC”) is pleased to announce the successful completion of its $23 million (USD) private placement exercise, reinforcing its financial strength as the company accelerates expansion into healthcare, oil & gas trading, and renewable energy. The strong participation of institutional investors reflects confidence in ATPC’s long-term growth strategy, positioning the company for sustained market leadership across multiple industries.
To recap, the private placement involved the issuance of 46 million shares of common stock at USD 0.50 per share, under Regulation S of the U.S. Securities Act, which governs offerings to non-U.S. investors. The capital raised will be utilized to support ATPC’s high-growth initiatives, including advancing oil & gas trading projects, scaling up its solar energy ventures, and enhancing its healthcare and wellness solutions.
|
Prof. Dato’ Sri Dr How Kok Choong, Founder and Global Group CEO of ATPC (link) |
Prof Dato’ Sri Dr How Kok Choong, the Founder and Global Group CEO of ATPC expressed gratitude for the overwhelming support from new and existing investors, stated: “The successful completion of this private placement is a testament to the strong market confidence in ATPC’s vision and execution strategy. We are deeply grateful for the trust placed in us by institutional investors, which allows us to accelerate our expansion into high-value industries. With this fresh capital, we are well-positioned to enhance our operational capabilities, drive innovation, and create long-term value for our shareholders.”
The completion of this funding round marks a pivotal moment for ATPC as it moves forward with several key initiatives. In the energy sector, ATPC’s strategic partnership with Swiss One Oil & Gas AG is driving the procurement and distribution of refined fuel products, including EN590 10PPM diesel and Jet Fuel A1.
In addition to supporting its energy-related initiatives, ATPC will also utilize the proceeds to enhance its healthcare segment, further expanding its wellness and medical solutions to new markets. The capital infusion will strengthen product innovation, regulatory approvals, and commercialization efforts across ATPC’s diverse portfolio. |
###
| Page
|
About AGAPE ATP Corporation
Agape ATP Corporation (ATPC) is dedicated to enhancing the quality of life and promoting sustainable development. With a strong foundation built on two core business pillars, ATPC specialises in the provision of health and wellness products that caters to the diverse needs of its customers, ensuring their well-being and vitality. Additionally, APTC delivers comprehensive energy-saving solutions that empower companies to drive sustainability initiatives, reduce energy consumption, and achieve their sustainability goals.
For more information, visit www.agapeatpgroup.com.
Issued By: Koa International Sdn. Bhd. on behalf of Agape ATP Corporation
For more information, please contact:
Jazzmin Wan
Tel: +60 17-289 4110
Email: j.wan@swanconsultancy.biz
Mandy Tan
Tel: +60 16-477 2257
Email: m.tan@swanconsultancy.biz
FORWARD-LOOKING STATEMENT
Certain statements contained in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected benefits and outcomes of the partnerships announced by AGAPE ATP Corporation (“ATPC”) and the potential for medical innovations and healthcare advancements through these collaborations. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the Company’s ability to execute its strategies, manage growth, and maintain its corporate culture; the Company’s future business development, financial conditions, and results of operations; expectations regarding demand for and market acceptance of our products and services; changes in technology; economic conditions; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Malaysia and the international markets the Company plans to serve, and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Any forward-looking statements contained in this press release speak only as of the date hereof, and AGAPE ATP Corporation specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.
| Page
|
