UNITED STATES
SECURITIES ANDEXCHANGECOMMISSION
Washington,D.C.20549
FORM 8-K
CURRENT REPORT
Pursuant toSection13OR15(d)oftheSecuritiesvExchangeActof1934
DateofReport(Dateofearliesteventreported):
September 1, 2015
Commissionfilenumber
333-193565
GREENPRO CAPITAL CORP.
(Exact nameofregistrantasspecifiedinitscharter)
(f/k/a GREENPRO INC.)
Nevada
(State orOtherJurisdictionofIncorporationorOrganization)
98-1146821 | 7374 |
(IRS EmployerIdentificationNumber) | (Primary StandardIndustrial ClassificationCode Number) |
Room 2201, 22/F Malaysia Building
50 Gloucester Road
Wanchai, Hong Kong
(852)3111 7718
(Address &telephonenumberofprincipalexecutive offices)
Check theappropriateboxbelowiftheForm8-Kfilingis intendedtosimultaneouslysatisfythefilingobligationoftheRegistrantunderanyofthefollowingprovisions:
☐ | Writtencommunicationspursuantto Rule425underthe SecuritiesAct(17CFR230.425) |
☐ | Solicitingmaterialpursuantto Rule14a-12undertheExchangeAct(17CFR240.14a-12) |
☐ | Pre-commencement communicationspursuanttoRule14d-2(b)undertheExchangeAct(17CFR240.14d-2(b)) |
☐ | Pre-commencement communicationspursuanttoRule13e-4(c)undertheExchangeAct(17CFR240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities.
On August 31, 2015, Greenpro Capital Corp., a Nevada corporation (“Greenpro”), issued an aggregate of 1,171,000 restricted shares of common stock to Thanawat Lertwattanarak(“Thanawat”) and Srirat Chuchottaworn (“Srirat”) in total. Half of the issued shares -585,500 shares - were issued pursuant to Thanawat’s conversion of a promissory note in the principal amount of $585,500 issued by the Company to Thanawat on July 10, 2015; and the remaining 585,500 shares were issued pursuant to Srirat’s conversion of a promissory note in the principal amount of $585,500 issued by the Company to Srirat on July 10, 2015. Upon Thanawat and Srirat’s conversion of the two promissory notes, the indebtedness outstanding under the promissory notes was deemed satisfied and such notes were cancelled.
The Company issued the aforementioned 1,171,000 shares of common stock pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities. The shares are deemed to be restricted securities under Rule 144 of the Securities Act and are subject to the resale restrictions of Rule 144.
Item 9.01 | Financial Statements And Exhibits |
(a) | Financial Statements of Business Acquired. |
Not applicable
(b) | Pro Forma Financial Information. |
Not applicable
(d) | Exhibits. |
Exhibit No. | Description | |
10.1 | 8% Convertible note of Srirat Chuchottaworn, dated July 10, 2015 | |
10.2 | 8% Convertible note of Thanawat Lertwattanarak, dated July 10, 2015 |
SIGNATURES
PursuanttotherequirementsoftheSecuritiesExchangeActof1934,theregistranthasdulycausedthisreporttobesignedonitsbehalfbytheundersigned,thereuntodulyauthorized.
GREENPRO CAPITAL CORP. | |||
(NameofRegistrant) | |||
Date:September 1, 2015 | |||
By: | /s/LeeChongKuang | ||
Title: | ChiefExecutiveOfficer,President,Director (PrincipalExecutiveOfficer) | ||
Date:September 1, 2015 | |||
By: | /s/Loke Che Chan, Gilbert | ||
Title: | Chief Financial Officer, Secretary, Treasurer, Director (Principal Financial Officer, Principal Accounting Officer) |