Material Agreement Form 8 K

ITEM 1.01 Entry into a Material Definitive Agreement

On July 29, 2024, Synergy Empire Limited (the "Company") entered into Acquisition and Stock Purchase Agreements (the "Purchase Agreements") with each of the shareholders (the "Shareholders") of Meluha Therapeutics Berhad, a Malaysian limited company ("Meluha") pursuant to which the Company agreed to issue and sell to the Shareholders an aggregate of 10,000,000 shares (the "Shares") of the Company's Series A Preferred Stock, $0.0001 par value per share (the "Preferred Stock"), in exchange for all 10,000,000 issued and outstanding ordinary shares of Meluha (the "Meluha Shares") which were all held by the Shareholders. The Meluha Shares represented all outstanding equity securities of Meluha. The Shares of Preferred Stock possess voting rights equal to those of the Company's common stock, $0.0001 par value per share ("Common Stock"). No Shareholder had any material relationship, other than the transaction contemplated by the Purchase Agreements, with (a) the Company, (b) any of its affiliates, (c) any officer or director of the Company or (d) any associate of the Company's officers and directors.

The Shares issued by the Company under the Purchase Agreements have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company relied on the exemption from registration provided by Section (4)(2) of the Securities Act of 1933, as amended (the "1933 Act") and/or Regulation S promulgated under the Securities Act. The disclosures in this Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein or therein, nor shall there be any sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The representations, warranties and agreements by the Company and the Shareholders in the Purchase Agreements were included for the purpose of the allocating certain risks between the parties to the Purchase Agreements and were for the benefit of the parties to such agreements, and not any third parties. The foregoing summary is qualified in its entirety by reference to the form of the Purchase Agreements which are attached hereto as Exhibit 10.1and Exhibit 10.2hereto.