Knorex LTD. 6-K Filing

Key Financial Figures

• $3 million — s with an aggregate principal amount of $3 million to the Purchasers. The Notes mature in
• $2.7 million — y. The Company received net proceeds of $2.7 million from issuance of the Notes and used app
• $700 thousand — nce of the Notes and used approximately $700 thousand to repay existing outstanding indebtedn
• $365 thousand — ncluding the repayment of approximately $365 thousand of a total of $513,758 of outstanding,
• $513,758 — proximately $365 thousand of a total of $513,758 of outstanding, unsecured indebtedness
• $2 million — ders of the Company) with the remaining $2 million in net proceeds used for transaction ex
• $50 million — , subject to certain limitations, up to $50 million (the “Commitment”) of the C
• $0.0005 — uo;s class A ordinary shares, par value $0.0005 per share (the “Ordinary Shares&r
• $250,000 — hares with an aggregate market value of $250,000 or 0.5% of the Commitment (the “I
• $25 million — t. If the Company sells an aggregate of $25 million or more Ordinary Shares under the Purch

Filing Documents

• form6-k.htm (6-K) — 29KB
• ex10-1.htm (EX-10.1) — 270KB
• ex10-2.htm (EX-10.2) — 313KB
• ex10-3.htm (EX-10.3) — 106KB
• 0001493152-26-014777.txt ( ) — 719KB

From the Filing

UNITED 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 April 2026 Commission file number: 001-42862 KNOREX Ltd. (Exact name of registrant as specified in its charter) 21 Merchant Road, #04-01 Singapore 058267 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F On March 31, 2026, KNOREX Ltd., a Cayman Islands exempted corporation (the “Company”, “our”), entered into (i) that certain Note Purchase Agreement (the “Notes Agreement”) with North Commerce Parkway Capital LP and TQ Master Fund LP (collectively, the “Purchasers” and each, a “Purchaser”), pursuant to which, the Company issued a senior unsecured Note to each Purchaser (collectively, the “Notes”), (ii) that certain Share Purchase Agreement (the “Purchase Agreement”) with RK Capital Management LLC, North Commerce Parkway Capital LP and TQP Holdings LLC (collectively, the “Investor”) and (iii) that certain Registration Rights Agreement (the “Registration Rights Agreement”) with the Investor. Under the terms and subject to the conditions of the Notes Agreement, the Company issued Notes with an aggregate principal amount of $3 million to the Purchasers. The Notes mature in June 2026 and the Notes Agreement contains customary representations, warranties, conditions, and indemnification obligations of the Company. The Company received net proceeds of $2.7 million from issuance of the Notes and used approximately $700 thousand to repay existing outstanding indebtedness (including the repayment of approximately $365 thousand of a total of $513,758 of outstanding, unsecured indebtedness incurred subsequent to the Company’s IPO in September 2025 from lenders who include members of Company management and shareholders of the Company) with the remaining $2 million in net proceeds used for transaction expenses and general corporate purposes. The Notes are subject to mandatory prepayment of an amount equal to 20% of the gross proceeds of the amounts purchased under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, the Investor has committed to purchase, subject to certain limitations, up to $50 million (the “Commitment”) of the Company’s class A ordinary shares, par value $0.0005 per share (the “Ordinary Shares”). The Company has the right, but not the obligation, to direct the Investor to purchase up to the Total Commitment of Ordinary Shares from time to time for a period of 36 months from the date of the effectiveness of the Registration Statement. The purchase is with the U.S. Securities and Exchange Commission (the “SEC”) registering the resale of the Ordinary Shares to be sold to the Investor under the Purchase Agreement. Upon receipt of a purchase notice or intraday purchase notice from the Company, the Investor may be obligated to purchase Ordinary Shares as the Company directs, subject to certain conditions and limitations, at a price per share calculated based on a 3% discount to the trading price of the Ordinary Shares in the case of a purchase notice, and at a price per share calculated based on a 1% discount to the lowest sale price of the Ordinary Shares after delivery of an intraday purchase notice, as applicable, over the relevant pricing periods, each of which commences after delivery of a valid purchase notice or intraday purchase notice by the Company. Actual sales of shares of Ordinary Shares to the Investor will depend on a variety of factors to be determined by the Company from time-to-time, including, among other things, market conditions, the trading price of the Company’s Ordinary Shares, and determinations by the Company as to the appropriate sources of funding for the Company and its operations. The net proceeds from sales, if any, under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells Ordinary Shares to the Investor. The Company expects that any proceeds received by the Company from such sales to the Investor will primarily be used for general corporate purposes. It is possible that no shares will be issued under the Purchase Agreement. Pursuant to the Purchase Agreement, the Company will pay a commitment fee to the Investor in the form of Ordinary Shares with an aggregate market value of $250,000 or 0.5% of the Commitment (the “Initial Commitment Fee”), which will be paid in three equal monthly installments commencing on the effective date of the Registration Statement. If the Company sells an aggregate of $25 million or more Ordinary Shares under the Purcha

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