SAGT 6-K
SAGTEC GLOBAL Ltd (SAGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number: 001-42551
SAGTEC GLOBAL LIMITED
(Registrant’s Name)
Lot 6-2, Level 9, Equatorial Plaza,
Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On June 17, 2026, Sagtec Global Limited (the “Company”) entered into a Definitive Private Subscription Agreement with Ng Chen Lok, the Company’s Director, Chief Executive Officer and major shareholder, pursuant to which the Company agreed to issue and sell to Mr. Ng 1,500,000 Class A Ordinary Shares at a purchase price of US$1.04 per share, for an aggregate subscription amount of US$1,560,000. The purchase price was determined with reference to the market price of the Company’s Class A Ordinary Shares as of June 17, 2026. The shares will be newly issued Class A Ordinary Shares and will rank pari passu with the Company’s existing Class A Ordinary Shares.
The Company intends to use the proceeds from the private placement for working capital, general corporate purposes, operational expenditures, strategic initiatives and business expansion, and other lawful purposes as determined by the Company’s board of directors. The shares are being issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and will be restricted securities. Mr. Ng will not be entitled to any registration rights with respect to the shares.
On June 18, 2026, the Company issued a press release dated June 18, 2026, announcing its outlook for the fiscal year 2026.
The Definitive Private Subscription Agreement is filed as Exhibit 99.1 to this Report on Form 6-K and are incorporated herein by reference. A copy of the press release is furnished as Exhibit 99.2 to this report on Form 6-K.
EXHIBITS
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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.
| SAGTEC GLOBAL LIMITED | ||
| By: | /s/ Ng Chen Lok | |
| Name: | Ng Chen Lok | |
| Title: | Chairman, Chief Executive Officer and Executive Director | |
Date: June 18, 2026
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Exhibit 99.1
DEFINITIVE PRIVATE SUBSCRIPTION AGREEMENT
Private Placement of Class A Ordinary Shares of Sagtec Global Limited
This Definitive Private Subscription Agreement (this “Agreement”) is entered into as of June 17, 2026 (the “Effective Date”), by and between:
Sagtec Global Limited, a company incorporated in the British Virgin Islands (the “Company”),
and
Ng Chen Lok, an individual residing at No.64, Jalan Udang Gantung 8, Taman Megah Kepong, 52100 Kuala Lumpur, Malaysia (the “Subscriber”).
The Company and the Subscriber are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Company desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from the Company, certain Class A Ordinary Shares of the Company upon the terms and conditions set forth herein;
WHEREAS, the Subscriber is the Company’s Director, Chief Executive Officer and major shareholder;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:
ARTICLE I: SUBSCRIPTION AND ISSUANCE OF SHARES
Section 1.1 Subscription
Subject to the terms and conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company agrees to issue and sell to the Subscriber:
1,500,000 Class A Ordinary Shares of the Company (the “Shares”).
Section 1.2 Purchase Price
The purchase price of US$1.04 per Share was determined with reference to the market price of the Company’s Class A Ordinary Shares as of June 17, 2026, being the date of execution of this Agreement. The aggregate subscription amount shall be US$1,560,000 (the “Subscription Amount”).
Section 1.3 Nature of Issuance
The Shares shall constitute newly issued Class A Ordinary Shares of the Company and shall rank pari passu in all respects with the Company’s existing Class A Ordinary Shares.
ARTICLE II: CLOSING
Section 2.1 Closing Date
The closing of the transactions contemplated hereby (the “Closing”) shall occur on June 17, 2026, or such other date as may be mutually agreed by the Parties.
Section 2.2 Closing Deliveries
At Closing:
(a) the Subscriber shall deliver the Subscription Amount by wire transfer of immediately available funds;
(b) the Company shall issue the Shares to the Subscriber;
(c) the Company shall update its register of members and instruct its transfer agent to record the issuance of the Shares; and
(d) each Party shall execute and deliver such additional documents as may reasonably be required to effectuate the transactions contemplated herein.
ARTICLE III: USE OF PROCEEDS
The Company shall use the proceeds received from the issuance of the Shares for:
(a) working capital;
(b) general corporate purposes;
(c) operational expenditures;
(d) strategic initiatives and business expansion; and
(e) such other lawful purposes as may be determined by the Company’s Board of Directors.
ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Subscriber that:
(a) it is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands;
(b) it has full corporate power and authority to execute, deliver and perform this Agreement;
(c) all necessary corporate actions required for the authorization, execution and delivery of this Agreement have been duly taken;
(d) the Shares have been duly authorized and, when issued pursuant to this Agreement, shall be validly issued, fully paid and non-assessable;
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(e) the execution and performance of this Agreement will not violate the Company’s Memorandum and Articles of Association, any material agreement binding upon the Company, or any applicable law;
(f) the issuance of the Shares complies with applicable securities laws and Nasdaq rules; and
(g) this Agreement constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms.
ARTICLE V: REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber represents and warrants that:
(a) he has full legal capacity and authority to enter into this Agreement;
(b) he is acquiring the Shares solely for investment purposes and not with a view toward public distribution;
(c) he possesses sufficient financial sophistication and business experience to evaluate the merits and risks of the investment;
(d) he has had access to such information concerning the Company as he considers necessary to make an informed investment decision;
(e) he understands that the Shares have not been registered under the Securities Act;
(f) he is capable of bearing the economic risks associated with ownership of the Shares;
(g) he will comply with all applicable beneficial ownership reporting obligations under U.S. securities laws; and
(h) he is not relying upon any representation other than those expressly set forth in this Agreement.
ARTICLE VI: TRANSFER RESTRICTIONS
The Subscriber acknowledges that:
(a) the Shares are being issued in a transaction exempt from registration under the Securities Act;
(b) the Shares constitute restricted securities under Rule 144;
(c) the Shares may not be offered, sold, pledged, assigned, transferred, hedged or otherwise disposed of except pursuant to an effective registration statement or an available exemption from registration; and
(d) appropriate restrictive legends may be placed upon the Shares and the records maintained by the Company’s transfer agent.
ARTICLE VII: NO REGISTRATION RIGHTS
The Subscriber shall not be entitled to any registration rights with respect to the Shares.
The Company shall have no obligation to file or maintain any registration statement for the resale of the Shares.
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ARTICLE IX: CONDITIONS TO CLOSING
The obligations of the Parties shall be subject to:
(a) execution of this Agreement;
(b) approval of the transaction by the Board of Directors of the Company;
(c) receipt by the Company of the Subscription Amount;
(d) compliance with applicable securities laws;
(e) compliance with applicable Nasdaq requirements, if any; and
(f) absence of any governmental order or legal prohibition preventing consummation of the transaction.
ARTICLE X: PUBLIC DISCLOSURE
The Parties acknowledge that the Company may be required to publicly disclose the transaction pursuant to applicable securities laws, SEC reporting obligations, stock exchange rules, Form 6-K requirements, or other regulatory requirements.
ARTICLE XI GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of law principles.
ARTICLE XII: MISCELLANEOUS
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, discussions and understandings.
No amendment shall be effective unless in writing and signed by both Parties.
This Agreement may be executed in counterparts, including electronically, each of which shall be deemed an original.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
| Sagtec Global Limited | Subcriber | |||
| By: | /s/ Zuria Hajar binti Mohd Adnan | By: | /s/ Ng Chen Lok | |
| Name: | Zuria Hajar binti Mohd Adnan | Name: | Ng Chen Lok | |
| Title: | Director | Date: | 17.06.2026 | |
| Date: | 17.06.2026 | |||
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Exhibit 99.2
SAGTEC GLOBAL LIMITED PROVIDES FY2026 OUTLOOK AND HIGHLIGHTS STRATEGIC GROWTH INITIATIVES
KUALA LUMPUR, MALAYSIA, June 18, 2026 (GlobeNewswire) – Sagtec Global Limited (Nasdaq: SAGT) (“Sagtec” or the “Company”), a provider of enterprise software solutions, AI-powered technologies, and digital transformation services, today announced its FY2026 financial outlook and highlighted several strategic initiatives expected to drive growth and strengthen shareholder value.
Management believes the Company is well-positioned to deliver another year of growth, supported by contributions from its core technology business, the expansion of Malaya Heritage, a strong project pipeline, and enhanced financial flexibility through planned capital raising initiatives.
FY2026 Financial Outlook
Based on current operating trends, secured customer projects, expected business expansion initiatives, and management’s assessment of market opportunities, the Company expects FY2026 to deliver continued growth across key financial metrics.
The following table summarizes the Company’s FY2026 financial guidance:
| USD | FY2025 Results | FY2026 Guidance | Growth (%) | |||||||||
| Revenue | 19,098,306 | 25,782,715 | 35 | % | ||||||||
| Cost of Revenue | (14,755,566 | ) | (19,059,450 | ) | 29 | % | ||||||
| Gross Profit | 4,342,740 | 6,723,265 | 55 | % | ||||||||
| Operating Expenses | (2,270,009 | ) | (3,317,405 | ) | 46 | % | ||||||
| EBITDA | 3,374,872 | 4,640,889 | 38 | % | ||||||||
| Net Profit | 1,797,268 | 2,191,530 | 22 | % | ||||||||
Management expects revenue growth to be driven by the continued expansion of its software and technology business, contributions from strategic investments, and the recognition of secured project backlog currently under implementation.
Gross profit is expected to grow faster than revenue as the Company continues to benefit from economies of scale and an increasing contribution from higher-margin technology services.
Strategic Expansion Through Malaya Heritage
As part of its growth and diversification strategy, Sagtec continues to expand its presence in the consumer sector through its investment in Malaya Heritage , an F&B business in Malaysia. Management believes the investment represents an important step in broadening the Group’s business portfolio beyond its core technology operations while creating additional opportunities for recurring revenue generation and long-term value creation.
The investment provides Sagtec with exposure to the consumer and retail segments, which management believes offer attractive growth opportunities and complement the Company’s existing technology-driven business model. Through its involvement in Malaya Heritage, the Company seeks to establish a stronger presence in consumer-facing industries while diversifying its sources of revenue and cash flow.
Following the investment, the Company plans to open four additional outlets during the third and fourth quarters of FY2026. The expansion is expected to strengthen Malaya Heritage’s market presence, enhance brand visibility, increase customer accessibility, and support the continued growth of the business across key locations.
Beyond outlet expansion, Sagtec intends to work closely with Malaya Heritage to support business development initiatives, operational enhancements, branding efforts, and future growth opportunities. Management believes there is significant potential to scale the business and further strengthen its competitive position within the market.
In addition, the Company sees opportunities to leverage its technology expertise, including digital solutions, customer engagement platforms, AI-powered applications, and data analytics capabilities, to improve operational efficiency and enhance customer experiences within the Malaya Heritage ecosystem. This aligns with Sagtec’s broader strategy of integrating technology-driven solutions across its investment portfolio.
Management expects Malaya Heritage to become an increasingly meaningful contributor to the Group’s overall financial performance and believes the continued expansion of the business will support sustainable growth, revenue diversification, and long-term shareholder value creation.
Approximately US$3.0 Million of Secured Projects Expected to be Recognized in FY2026
As of the date of this announcement, the Company has approximately US$3.0 million of secured projects that remain unrecognized as revenue, a substantial portion of which relates to its involvement in the Stateight housing development project.
In addition to its investment participation in the development, Sagtec has been appointed as the AI technology solutions provider and software developer for the project. Under the engagement, the Company is responsible for developing and supplying its proprietary AI Home Solutions platform, which is designed to enhance home automation, connectivity, security, and smart living experiences for homeowners.
As part of the project scope, Sagtec is expected to supply, install, and integrate Smart AI Home solutions across 84 residential units within the development. The project encompasses both software and technology deployment services, further showcasing the Company’s capabilities in delivering AI-powered smart living solutions for the property sector.
Management expects a substantial portion of the project-related revenue to be recognized during the fourth quarter of FY2026 as implementation milestones are completed and delivered.
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The Stateight project highlights Sagtec’s strategy of combining strategic investments with technology deployment opportunities, allowing the Company to participate in both the long-term value creation of development projects and the revenue generated from its technology solutions and services.
Management believes the successful execution of the project will further strengthen the Company’s position as a provider of AI-powered smart home technologies while creating opportunities to expand similar solutions into future residential, commercial, and mixed-use developments.
CEO and Founder Participation in Private Placement
The Company’s Chief Executive Officer and Founder, Ng Chen Lok, has entered into a Definitive Private Subscription Agreement for the purchase of 1,500,000 Class A Ordinary Shares of the Company (the “Private Placement”) at market price, subject to applicable approvals and customary closing conditions.
Management believes the Private Placement reflects Mr. Ng’s confidence in the Company’s business fundamentals, growth strategy, and long-term prospects. As the founder of the Company, Mr. Ng’s continued commitment underscores his belief in Sagtec’s ability to execute its strategic initiatives and create long-term shareholder value.
The Company continues to pursue multiple growth opportunities, including the expansion of the Malaya Heritage business, the execution of its existing project pipeline, and continued investment in technology innovation. Mr. Ng’s participation demonstrates his commitment to supporting these initiatives and further aligning his interests with those of shareholders.
Once completed, the investment is expected to enhance the Company’s financial flexibility and support its ongoing growth strategy, including business expansion, technology development, strategic investments, and other initiatives designed to drive long-term value creation.
Continued Momentum in Core Technology Business
Sagtec continues to experience growing demand for its technology solutions across multiple industries. The Company remains focused on expanding its portfolio of:
| ● | Software development and customization services; |
| ● | SaaS and subscription-based platforms; |
| ● | Data management and analytics solutions; |
| ● | AI-powered enterprise applications; |
| ● | Smart ordering and automation technologies; |
| ● | Digital transformation and system integration services. |
As businesses continue to adopt digital technologies and AI-driven solutions, management believes Sagtec is well-positioned to capitalize on these trends and expand its market presence throughout Southeast Asia and other target markets.
Management Commentary
Mr. Ng Chen Lok, Chairman, Executive Director and Chief Executive Officer of Sagtec Global Limited, commented:
“We are pleased to enter FY2026 with strong momentum across our business. Our outlook is supported by a growing pipeline of technology projects, the planned expansion of Malaya Heritage, and approximately US$3.0 million of secured projects expected to be recognized during the fiscal year.”
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“We believe the combination of organic growth, strategic investments, and a strengthened capital position will enable Sagtec to continue scaling its operations and delivering long-term value to our shareholders. Our team remains focused on executing our growth strategy, expanding recurring revenue streams, and delivering innovative solutions that meet the evolving needs of our customers.”
Outlook
Management remains optimistic regarding the Company’s prospects for FY2026 and believes the business is positioned for continued growth. Key factors supporting the Company’s outlook include:
| ● | Expected revenue growth of approximately 35%; |
| ● | Expansion of the Malaya Heritage business through four new outlet openings; |
| ● | Recognition of approximately US$3.0 million in secured project backlog; |
| ● | Continued growth in software development, AI, SaaS, and digital transformation services; |
| ● | Enhanced financial flexibility through the proposed private placement; |
| ● | Potential strategic partnerships, investments, and acquisition opportunities. |
The Company believes these initiatives collectively position Sagtec for sustained growth, improved operational scale, and long-term shareholder value creation.
About Sagtec Global Limited
Sagtec Global Limited (NASDAQ: SAGT) is a Nasdaq-listed F&B Technology Solutions Specialist headquartered in Kuala Lumpur, Malaysia. The company provides customizable enterprise software solutions for the food and beverage and hospitality industries, including its proprietary cloud-based smart ordering system Speed+ and AI-driven SaaS platform. Since its IPO in March 2025, Sagtec has expanded its operations across Malaysia and the Middle East. For more information, visit www.sagtec-global.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s current expectations, estimates and projections about its business, industry and future results, and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements may include, but are not limited to, statements regarding the expected scope, performance, timing and benefits of the Platform, the Company’s ability to deliver the project as contemplated, and the anticipated impact of the agreement on the Company’s business and financial condition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, except as required by law.
Contact Information:
Sagtec Global Limited Contact:
Wan Najwa Enche Khawari
Head of Public Relations & Corporate Affairs
Telephone +6011-6217 3661
Email: [email protected]
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