Business Context and Reporting Period
Company: Agroz Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: February 2026 (Filing Date: February 13, 2026)
Principal Office: Petaling Jaya, Selangor, Malaysia
The filing discloses a material financing transaction entered into on February 10, 2026, involving the issuance of a Secured Promissory Note to an investor.
Key Financial Metrics
| Metric | Value |
|---|---|
| Principal Amount of Note | $3,330,000.00 |
| Original Issue Discount (OID) | $300,000.00 |
| Transaction Expense Amount | $30,000.00 |
| Gross Purchase Price | $3,000,000.00 |
| Placement Agent Commission (7%) | $210,000.00 |
| Net Proceeds Received | $2,740,440.00 |
| Interest Rate (Standard) | 9% per annum (compounded daily) |
| Interest Rate (Default) | 22% per annum (or max permitted by law) |
| Maturity Date | 6 months from issuance (extendable twice by 3 months) |
Material Changes and Transaction Terms
The company has incurred new secured debt with significant covenants and potential dilution risks:
- Debt Structure: The note includes an OID and transaction expenses added to the principal balance. Interest compounds daily.
- Mandatory Prepayment: The company must prepay 33% of proceeds from any future fundraising or financing transaction immediately upon receipt.
- Extension Penalty: The company may extend the maturity date twice by three months each, but each extension increases the outstanding balance by 7.5%.
- Security Interest: The debt is secured by a first-position lien on all company assets and a pledge of all ordinary shares in its subsidiary, Agroz Group Sdn. Bhd. (AGSB).
- Restrictions: The company is restricted from issuing "Restricted Issuances" (e.g., variable-rate convertible securities) without investor consent unless proceeds repay the note. The company cannot grant other liens or allow AGSB to incur indebtedness outside the ordinary course of business.
Outlook, Risks, and Contingencies
Default Provisions and Trigger Effects:
- Trigger Events: Include failure to pay, insolvency, bankruptcy, failure to file reports, or breach of covenants.
- Trigger Effect: Upon a Trigger Event, the investor may increase the outstanding balance by 15% for "Major Trigger Events" or 5% for "Minor Trigger Events," up to a maximum aggregate increase of 25%.
- Acceleration: Upon an Event of Default, the full balance (including Trigger Effect) becomes immediately due at the "Mandatory Default Amount."
- Default Interest: Interest accrues at 22% per annum upon default.
- Fundamental Transactions: Any merger, sale of assets, or change of control requires full repayment of the note or investor consent.
Management Commentary: The filing contains no forward-looking guidance regarding revenue or operational outlook; it is strictly a disclosure of the financing terms.
Investor Verification Checklist
- Verify the company's current cash position to assess ability to service the 9% compounded interest and potential mandatory prepayments.
- Confirm the status of the subsidiary (AGSB) and the impact of the share pledge on future capital raising or operational flexibility.
- Review the definition of "Restricted Issuance" to understand limitations on future equity or debt offerings.
- Assess the risk of the "Trigger Effect" increasing the debt burden by up to 25% in the event of a covenant breach or payment delay.
- Monitor compliance with the requirement to file all Exchange Act reports timely to avoid a Trigger Event.