Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Subscription Agreement

On June 30, 2026, Greenpro Capital Corp. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with its Chief Executive Officer, President and Director, Mr. Lee Chong Kuang, (the "Purchaser") providing for the private placement of 65,591 shares of the Company's common stock, par value $0.0001 (the "Common Stock"), at a per share purchase price of $1.5246 (the "Offering") for aggregate gross proceeds of $100,000. The Offering closed on June 30, 2026. Following completion of the Offering, the Company had a total of 18,127,663 shares of Common Stock issued and outstanding, and Mr. Lee holds directly 1,940,884 shares or 10.71% of the Company's outstanding Common Stock. As of June 30, 2026, Mr. Lee and his spouse, Ms. Yap Pei Ling, held an aggregate of 2,106,799 shares, representing approximately 11.62% of the Company's outstanding Common Stock, consisting of 1,940,884 shares held directly by Mr. Lee and 165,915 shares held by Ms. Yap Pei Ling.

The issuance of shares of Common Stock pursuant to the Subscription Agreement was made in reliance upon the exemptions from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, (the "Securities Act") and Regulation D and/or Regulation S promulgated under the Securities Act. The Company believes the exemptions provided by Section 4(a)(2) and Regulation D, and/or Regulation S of the Securities Act were available because the offering did not involve a public offering and the Purchaser in the Offering represented that he is an "accredited investor" within the meaning of Rule 501(a) of Regulation D and/or is not a "U.S. person" as defined in Regulation S.

No underwriters were involved in the offer and sale of the Common Stock in the Offering. We plan to use the proceeds of the Offering for operating capital.

Item 3.02 Unregistered Sale of Equity Securities

The information contained above under Item 1.01, to the extent applicable, is hereby incorporated by reference herein.