6-K
SAGTEC GLOBAL Ltd (SAGT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of March 2025
CommissionFile Number: 001-42551
SAGTECGLOBAL LIMITED
(Registrant’sName)
No43-2, Jalan Besar Kep****ong,
Pekan Kepong, 52100 Kuala Lumpur
(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 ☐
Entry into a Material Definitive Agreement.
On March 15, 2025, Sagtec Global Limited (the “Company”) entered into a Master Dealer Agreement (the “Agreeement”) with PT Kiwari Asih Solusi (“PT Kiwari”), appointing PT Kiwari as the exclusive master dealer for the Company’s Speed+ Cloud Base Smart Ordering System. Under the Agreement, PT Kiwari has committed to a minimum annual purchase of 10,000 licenses of Speed+ software, maintain an adequate business venue and storage facility, employ competent sales staff to solicit orders and provide excellent customer service, provide training for safe product operation, and act as an intermediary between end users and the Company for inquiries or concerns. The Company in turn has agreed to provide PT Kiwari with standard information and marketing literature in the English language relating to the products sold by the Company. The Agreement will remain in effect till December 31, 2025, and will automatically renew for an additional one year term unless either party notifies the other party in writing at least fifteen (15) calendar days of prior.
Other Events.
On March 27, 2025, regarding the Agreement, the Company issued a press release titled “Sagtec Global Enters Indonesia with Master Dealership for Cloud-Based Smart Ordering System, Targeting US$30 Million in Revenue”. A copy of the Agreement and press release is attached as Exhibit 99.1 and 99.2 respectively to this Current Report on Form 6-K.
Financial Statements and Exhibits.
The following exhibits are being filed herewith:
1
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<br>Executive Director |
Date: March 27, 2025
2
Exhibit 99.1
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
MASTER DEALER AGREEMENT
This Master Dealer Agreement is between the producer of certain goods and services and the dealer of those goods and services. The producer desires to sell its products through selected Dealers that offer excellent End User service. Below are the details of the agreement.
| EFFECTIVE DATE | : | 15.03.2025 |
|---|---|---|
| BETWEEN | : | Sagtec Global Limited (Nasdaq: SAGT)<br><br> <br>Address: No 43-2, Jalan Besar Kepong, 51200 Kepong, Kuala Lumpur |
| AND | : | PT Kiwari Asih Solusi (Co No: 2208240119673)<br><br> <br>Address: JL INSPEKSI CITARUM NO. 20, Desa/kelurahan Cilampeni, Kec. Katapang, Kab. Bandung, Provisi Jawa Barat, Kode Pos : 40921 |
| 1. | Appointment as Exclusive Dealer. | |
| --- | --- |
1.1 Subjectto the terms and conditions of this Agreement and subject to such implementing rules and instructions as Sagtec Global Limited may issuefrom time to time, Sagtec Global Limited hereby appoints Dealer as a Master Exclusive dealer for the products of Speed+ Cloud Base SmartOrdering System in INDONESIA.
1.2 SagtecGlobal may appoint other dealer within Indonesia but must ensure that Kiwari retain priority in pricing, support and access to new product.if failed to achieve the adequate amount of licenses; However will retain the priority in pricing, support and access to new product.
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
| 2. | Obligations of Dealer. |
|---|
2.1 Dealerwill energetically promote the sale and use of the Products. Without limitation to the generality of the foregoing, Dealer will:
2.1.1 Maintainadequate stock/License of product for Minimum 10,000 Licenses of Speed+ software per year levels to meet anticipated Product demand andremain the Exclusive Master Dealer’s position;
2.1.2 Maintainan adequate business venue, together with an adequate storage facility for the Products;
2.1.3 Maintaina staff of competent sales personnel to solicit orders for the sale of Products and provide excellent end user service;
2.1.4 Actas a liaison between the end user and Sagtec Global when special questions or concerns arise;
2.1.5 Train end users in the safe operation of the Products;
2.1.6 Abideby such reasonable rules and instructions as Sagtec Global may promulgate; and,
2.1.7 Complywith all applicable laws and regulations unless such compliance would be contrary to, or cause Sagtec Global Limited to incur financialdetriment under the laws BVI; and comply, without limitation, with any requirements for the registration or recording of this Agreementwith local governmental entities.
2.2 Allof the expenses incurred by Dealer relating to the sale of the Products and the provision of related services will be borne by Dealerexcept as otherwise expressly provided herein or agreed to in writing by Sagtec Global Limited.
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SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
2.3 Dealeris responsible for the payment of all costs and expenses, including shipping, handling, insurance, brokerage fees, taxes, customs, andother governmental charges incurred or imposed after passage of title, except for marketing and promotional expense Sagtec can support.
2.4 Dealermay not, without the consent of Sagtec Global Limited, reverse engineer, disassemble, modify or redesign any Product or component partthereof, or use any Product for any purpose other than that for which it is intended, or integrate any Product or component part thereofwith any other equipment. Any such actions will render any Product warranties provided by Sagtec Global Limited null and void.
2.5 Dealermust maintain acceptable end user assistance and problem resolution to the end users of the Products.
2.6 Dealeragrees that without the prior written permission of Sagtec Global Limited, Dealer may sell the Products only to end-user customers andnot to other retailers for the intent of resale.
2.7 Dealeragrees that without the prior written consent of Sagtec Global Limited, Dealer may not sell the Products through third-party or auctionsales.
| 3. | Promotional Information. |
|---|
3.1 SagtecGlobal Limited will, at Sagtec Global’s expense, furnish Dealer with such quantities as is determined by Sagtec Global to be reasonable,of standard information and marketing literature in the English language relating to the Products. Upon the request of Sagtec Global,Dealer will, in a timely manner, return all manuals, product information letters, and similar material provided to Dealer by Sagtec Global.Sagtec Global reserves the right to review and approve any promotional materials regarding the Products developed by Dealer prior to theiruse.
3
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
| 4. | Confidentiality. |
|---|
4.1 SagtecGlobal’s Dealer prices, and all data, information, technology, and trade secrets (including, without limitation, the identity ofSagtec Global’s Dealers and customers and prospective Dealers and customers and their requirements, Sagtec Global’s methodsof doing business, Sagtec Global’s proprietary technical documentation, and all information relating to the Products and SagtecGlobal’s operations) are deemed to be “Confidential Information”.
Any Confidential Information that is disclosed to Dealer, or otherwise acquired or learned by Dealer, will be treated as proprietary and confidential and will, at all times, be and remain the exclusive property of Sagtec Global. Neither Dealer nor any of its officers, directors, employees, or agents may (i) disclose any Confidential Information to any person, firm, or corporation except with Sagtec Global’s prior written consent; or (ii) use any Confidential Information except as necessary to fulfill its obligations hereunder. The foregoing does not apply to Confidential Information which is in, or enters, the public domain otherwise than by reason of a breach of this Agreement.
4.2 Dealermay disclose Confidential Information to its directors, officers, employees, and agents who have a need to know such Confidential Information,provided that each such person (or entity) is subject to a non-disclosure agreement with provisions at least as restrictive as those setforth in this Section 4.
4.3Dealer’s obligations under this Section 4 will survive the expiration or termination of this Agreement, and will continueuntil such time as the Confidential Information enters the public domain, other than by reason of a breach of this Agreement,However, kiwari retains the right to use general business insight and operational knowledge gained through this Aggrement. Dealeracknowledges that a breach of this Section 4 shall cause Sagtec Global irreparable harm not fully compensable by money damages andthat, upon such a breach, Sagtec Global shall be entitled to immediate injunctive relief, without the requirement of posting bond,in addition to all other remedies available under this Agreement, at law or in equity.
4
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
4.4 Uponthe expiration or termination of this Agreement, Dealer will promptly deliver to Sagtec Global all sales literature then in its possessionand all written materials which contain Confidential Information, without retaining copies thereof.
| 5. | Relationship of Parties; Indemnification. |
|---|
5.1 Therelationship between the parties established by this Agreement is that of independent contractors in which Sagtec Global is vendor andDealer is vendee of the Products.
5.2 Dealeris not an agent or employee of Sagtec Global, and accordingly has no right or authority to enter into any contracts in the name of orfor the account of Sagtec Global, nor to assume or create any obligation or liability of any kind, express or implied, on behalf of SagtecGlobal.
5.3 Subjectto the rights granted to and the obligations undertaken by it pursuant to this Agreement, Dealer will conduct its business at its owninitiative, responsibility, and expense. Dealer will indemnify and hold Sagtec Global, and Sagtec Global’s officers, directors,and employees harmless against any and all claims, losses, costs, expenses, liabilities, and damages arising directly or indirectly from,as a result of, or in connection with Dealer’s operations pursuant to this Agreement, except for liabilities arising from defectin the Products supplied by Sagtac Global. as well as Sagtec Global’s costs, including attorneys’ fees, in defending againstthem.
5
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
| 6. | Force Majeure. |
|---|
6.1 Notwithstandingany provision contained herein to the contrary, neither Sagtec Global nor Dealer is liable or responsible for delay in performance orfor non-performance during any period in which such performance is prevented or hindered by any cause beyond Sagtec Global’s orDealer’s reasonable control, including, but not limited to, fire, flood, war or act of war, embargo, labor difficulties, interruptionof transportation, accident, explosion, riot or civil commotion, or other act of nature or other cause beyond their control. In the eventforce majeure conditions prevent the performance of either party for a period greater than ninety (90) calendar days, either party mayterminate this Agreement by written notice to the other.
| 7. | Term and Termination. |
|---|
7.1 This Agreementis effective as of the Effective Date and will remain in effect, unless earlier terminated in accordance with the provisions of thisSection 7, until the end of the calendar year, 31^st^ December. This Agreement will automatically renew for an additional one(1) year term (a “Renewal Term”) unless either party notifies the other party in writing at least fifteen (15) calendar daysof prior to the end of the Initial Term or any Renewal Term.
7.2 ThisAgreement may be terminated by either party immediately upon written notice to the other party, upon the occurrence of any of the followingevents:
7.2.1 Thefiling of any voluntary petition in bankruptcy or for corporate reorganization or for any similar relief by the other party; thefiling of any involuntary petition in bankruptcy or its equivalent against the other party, not dismissed within sixty (60) calendardays from the filing thereof; the appointment of a receiver or the equivalent for the other party or for the property of the otherparty by any court of competent jurisdiction, which receiver has not been dismissed within sixty (60) calendar days from the date ofsuch appointment; the inability admitted by the other party in writing to meet its debts as they mature; or occurrences similar toany of the foregoing under the laws of any jurisdiction, irrespective of whether such occurrences are voluntary or involuntary orwhether they are by operation of law or otherwise; or
6
SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
7.2.2 Thede jure or de facto nationalization or expropriation by civil or military governmental action (whether or not with jurisdiction) of theother party.
7.3 ThisAgreement may be unilaterally terminated by Sagtec Global, effective upon delivery of notice to the Dealer upon any breach by Dealer.
7.4 Withoutlimiting Section 7.3, upon the breach of any obligation under this Agreement by the other party, the aggrieved party may give to the defaultingparty notice of such breach, which notice will specify the exact nature of the breach and will expressly state the aggrieved party’sintention to terminate this Agreement in the event the breach is not remedied within thirty (30) days after the receipt of such notice,and if after the expiration of such period, the defaulting party has failed or refuses to remedy such breach, and to pay the damages causedthereby, this Agreement may be terminated forthwith, effective upon dispatch of notice by the aggrieved party to the defaulting party.
| 8. | No Waiver of Rights. |
|---|
8.1 Failureat any time to require the other party’s performance of any obligation under this Agreement does not affect the right to requireperformance of that obligation. Any waiver of any breach of any provision of this Agreement will not be construed as a waiver of any continuingor succeeding breach of such provision, a waiver or modification of the provision itself, or a waiver or modification of any right underthis Agreement, any modification to this Aggrement must be mutually agreed upon in writing.
| 9. | Counterparts. |
|---|
9.1 ThisAgreement may be executed in any number of counterparts and each counterpart constitutes an original instrument, but all such separatecounterparts constitute only one and the same instrument.
| 10. | Severability. |
|---|
10.1 Shouldany part of this Agreement be invalid, such invalidity will not affect the validity of any remaining portion which will remain in forceand effect as if this Agreement had been executed with the invalid portion eliminated. It is the intent of the parties hereto that theywould have executed the remaining portion of this Agreement without including such invalid portion.
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SAGTEC GLOBAL LIMITED (BVI: 2135152)
(Nasdaq: SAGT)
No. 43-2, Jalan Besar Kepong, 52100 Kepong, W.P Kuala Lumpur
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Signed by the Company
Representative Name
| /s/ Ng Chen Lok |
|---|
| (Ng Chen Lok) |
| Sagtec Global Limited |
Signed by the Dealer
Representative Name
(Aries H Sasongko)
PT Kiwari Asih Solusi
8
Exhibit 99.2
SagtecGlobal Enters Indonesia with Master Dealership for Cloud-Based Smart Ordering System, Targeting US$30 Million in Revenue
KUALA LUMPUR, MALAYSIA, March 10, 2025 (GlobeNewswire) – Sagtec Global Limited (NASDAQ: SAGT) (“Sagtec” or the “Company”), a leading provider of customizable software solutions, proudly announced that its expansion to Indonesia through a Master Dealership Agreement with PT Kiwari Asih Solusi (“Kiwari”), appointing Kiwari as the exclusive master dealer for Sagtec’s Speed+ Could Base Smart Ordering System (“Speed+”).
Kiwari has committed to a minimum annual purchase of 10,000 licenses, generating an estimated revenue of at least US$30 million over the next five years. This strategic partnership is designed to accelerate the adoption of Speed+ in Indonesia, driving digital transformation and enabling local businesses to modernize their operations to meet the growing demand for innovative digital solutions.
According to Mordor Intelligence1, Indonesia’s digital transformation market is projected to reach approximately US$60 billion by 2030, at a CAGR of nearly 20% from 2025 to 2030. This growth is driven by increasing technology adoption across various sectors, including food and beverage (F&B), which is expected to exceed US$250 billion by 2030, fueled by rising consumer spending and a growing middle class, as supported by Market Research. As consumer preferences evolve, Indonesian businesses are turning to digital solutions to streamline operations, enhance customer experience, and improve efficiency.
In line with this trend, according to Grand View Research2, the Asia Pacific cloud-based Point of Sale (POS) market is expected to expand at a CAGR of almost 20% from 2024 to 2030, driven by the region's booming retail sector and increasing mobile and internet adoption. This presents a significant opportunity for Speed+ to tap into a tech-savvy market that is primed for digital ordering solutions.
The Agreement will remain in effect till December 31, 2025, and will automatically renew for an additional one-year term unless notified otherwise.
“Securing this Master Dealership Agreement with PT Kiwari Asih Solusi represents a significant milestone in our expansion strategy for Southeast Asia. Indonesia offers a unique growth opportunity, fueled by its rapidly developing digital economy and increasing demand for innovative cloud-based solutions. With the Speed+, we are excited to empower local businesses to optimize their operations and stay ahead in an increasingly competitive market,” said Kevin Ng, Chairman, Executive Director and Chief Executive Officer of Sagtec.
| ^1^ | https://www.mordorintelligence.com/industry-reports/indonesia-digital-transformation-market |
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| 2 | https://www.grandviewresearch.com/industry-analysis/cloud-point-of-sale-market-report#:~:text=The%20cloud%20Point%20of%20Sale%20(POS)%20market%20of%20Asia%20Pacific,19.6%25%20from%202024%20to%202030 |
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AboutSagtec Global Limited
Sagtec is a leading provider of customizable software solutions, primarily serving the Food & Beverage (F&B) sector. The Company also offers software development, data management, and social media management to enhance operational efficiency across various industries, including Key Opinion Leaders (KOLs). Additionally, Sagtec operates power-bank charging stations at 300 locations across Malaysia through its subsidiary, CL Technology (International) Sdn Bhd.
For more information on the Company, please log on to https://www.sagtec-global.com/.
AboutPT Kiwari Asih Solusi
Kiwari is a leading provider of IoT and general trading solutions, specializing in industrial efficiency and business growth across various sectors. Founded by industry professionals, the company integrates advanced technology with a personalized approach to deliver tailored solutions that enhance productivity and operational performance. Committed to innovation and client success, Kiwari empowers businesses with scalable, technology-driven strategies to navigate the evolving digital landscape.
For more details, please log on to https://www.kasolusi.com/.
ContactInformation:
SagtecGlobal Limited Contact:
Ng Chen Lok
Chairman, Executive Director & Chief Executive Officer
Telephone +6011-6217 3661
Email: info@sagtec-global.com