UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

July 67, 2022

Date of Report (Date of earliest event reported)

Toga Limited

(Exact name of registrant as specified in its charter)

Nevada

001-39052

98-0568153

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

515 S. Flower Street18th FloorLos Angeles, CA		90071
515 S. Flower Street 18th Floor Los Angeles, CA		90071
(Address of principal executive offices)		(Zip Code)

(949) 333-1603

(Registrant’'s telephone number)

__________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class Trading Symbol(s) Name of each Exchange ~~onwhich~~on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

~~Election~~(a) Dismissal of ~~Directors~~Independent Registered Public Accounting Firm

OnSince July 510, ~~2022~~2020, ~~Alexander~~Marcum D.LLP ~~Henderson~~(“Marcum”), ~~Iain~~has ~~Bratt,~~been ~~Jim~~the ~~Lupkin,~~independent ~~and~~accounting ~~Shemori~~firm ~~BoShae Guinn tendered their resignations from the Board~~ of ~~Directors~~Toga Limited (the “~~Outgoing Board~~Company”). ~~and~~On ~~from~~July ~~all~~7, ~~executive~~2022 ~~officer~~the ~~positions~~Board of ~~Toga~~Directors ~~Limited~~of (the “Company,” ~~“we,”~~approved ~~“us,”~~the ordismissal ~~“our).~~of ~~Such~~Marcum ~~resignations were effective~~ as of the ~~close~~Company’s ofindependent ~~the~~registered ~~Meeting~~public accounting firm.

AsDuring ~~further described below in Item 5.07, on July 7, 2022 (Malaysia Time), at a Special Meeting of~~ the ~~Stockholders~~period ~~(the~~during ~~“Meeting”)~~which ofMarcum ~~the~~was ~~Company,~~engaged ~~the~~as ~~stockholders elected five (5) directors to~~ the Company’s ~~Incoming~~independent ~~Board~~accounting offirm, ~~Directors.~~Marcum ~~The~~did ~~Election~~not ofissue ~~Director~~any ~~Nominees~~audit isopinions ~~described~~concerning inany ~~greater~~of ~~detail in~~ the Company’s ~~Definitive~~consolidated ~~Proxy~~financial ~~Statement~~statements onfor ~~Schedule~~fiscal ~~14A,~~years asended ~~filed~~July ~~with~~31, ~~the~~2020 ~~Securities~~ and ~~Exchange Commission on May 27, 2022 (the “Proxy Statement”), under the caption “Proposal 1 - Election of Directors” which disclosure is incorporated herein by reference~~2021.

~~The~~During ~~following~~the ~~persons~~fiscal years ended July 31, 2020, 2021 and 2022, and any subsequent interim period through the date of this report, there were ~~appointed~~no todisagreements within the ~~audit~~meaning ~~committee~~of Item 304(a)(1)(iv) of Regulation S-K between the ~~Board~~Company and Marcum on any matter of ~~Directors:~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure and there are no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

·The ~~Seow~~Company ~~Wen~~has ~~“Stanley”~~provided ~~Jun--Chair~~Marcum ·with ~~Chuah~~a ~~Ming~~copy ~~Zhe~~of ·the ~~Chong~~disclosures ~~Sheng~~in ~~Quan~~this ·report ~~Chung~~prior ~~Meng~~to ~~Chow~~filing with the SEC.

~~The~~(b) ~~following~~Appointment ~~persons~~of ~~were~~New ~~appointed~~Independent toRegistered ~~the~~Public ~~compensation~~Accounting ~~committee of the Board of Directors:~~Firm

·On ~~Seow~~July ~~Wen~~8, 2022, the Company engaged J&S Associate with offices in Kuala Lumpur, Malaysia (“~~Stanley~~J&S”), ~~Jun~~as ·the ~~Chuah~~Company’s ~~Ming~~independent ~~Zhe--Chair~~accountant ·to ~~Chong~~audit ~~Sheng~~the ~~Quan~~Company’s ·consolidated ~~Chung~~financial ~~Meng~~statements ~~Chow~~and to perform reviews of interim financial statements.

~~The~~During ~~following~~the ~~persons~~fiscal ~~were~~year ~~appointed~~ended toJuly ~~the~~31, ~~nominating~~2020, and ~~corporate~~then ~~governance~~through ~~committee~~July 10, 2022, neither the Company nor a anyone acting on its behalf consulted with J&S regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the ~~Board~~Company, or the type of ~~Directors:~~audit opinion that might be rendered by J&S on the Company’s consolidated financial statements; or (ii) any matter that was either subject of a disagreement with Marcum or a reportable event with respect to Marcum.

·Item ~~Seow~~7.01 ~~Wen~~Regulation ~~“Stanley”~~FD ~~Jun--Chair · Chuah Ming Zhe · Chong Sheng Quan · Chung Meng Chow~~Disclosure.

~~Appointment~~On September 21, 2022, the Company issued a press release announcing the change of ~~Officers~~auditors from Marcum to J&S. A copy of the press release is attached as Exhibit 99 to this Current Report on Form 8-K.

~~Effective~~The ~~July~~information disclosed under this Item 7,.01 ~~2022~~including ~~(Malaysia~~Exhibit ~~Time)~~99.1 ~~(July~~is 6,being ~~2022~~furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~5:00~~as ~~p.m.~~amended ~~Pacific~~(the ~~Time~~“Exchange Act”), or otherwise subject to the ~~Board~~liabilities ~~appointed~~of ~~Michael~~that ~~Toh~~section, ~~Kok~~and ~~Soon~~shall asnot ~~Chairman~~be ofdeemed to be incorporated by reference in any filing under the ~~Board,~~Exchange ~~President~~Act, ~~Chief~~except ~~Executive~~as ~~Officer~~expressly ~~and~~set ~~Treasurer~~forth ~~and,~~by ~~Chuah~~specific ~~Ming~~reference ~~Zhe~~in assuch ~~Secretary~~filing.

~~Biographies~~Item 9.01 Financial Statements and Exhibits.

~~Michael Toh Kok Soon, 35~~Exhibits:

~~Michael Toh Kok Soon is a current director who previously served as our Chief Executive Officer (“CEO”), President and Chairman of our Board of Directors from 2016 until September 2021~~99.1 ~~The~~Press ~~Board~~Release ~~removed~~dated ~~Mr. Toh from his positions as CEO, President and Chairman of the Board of Directors in~~ September ~~2021 in response to~~21, among other things, Mr. Toh declining to participate in Board meetings and attempting to postpone the Company’s governance matters until a new Board is installed, in addition to the matters discussed above under the heading “What is the basis for the Board’s voting recommendation.” The Board also appointed a Special Committee of the Board, consisting of the independent directors and Mr. Henderson, to handle day-to-day operations in light of the litigation pending against the Company brought by Mr. Toh. Since January 2018, Mr. Toh has also served as the Chief Executive Officer of our wholly owned subsidiary, TOGL Technology. From February 2015 until February 2018, Mr. Toh served as the Chief Executive Officer and a director of Toga Capital; Mr. Toh ceased being affiliated with Toga Capital when he resigned his positions and sold all of his ownership in the Toga Capital in February 2018 (effective September 18, 2018). Mr. Toh obtained a Bachelor of Engineering Electronics degree in Telecommunications, with distinction, from the Multimedia University in Melaka, Malaysia in 2007. Mr. Toh also received his MBA from Melbourne University and Doctorate from London School of Economics in 2018.2022

~~Chuah Ming Zhe, 31~~SIGNATURES

~~Chuah~~Pursuant ~~Ming Zhe is a nominee~~ to ~~serve~~the asrequirements ~~a Director~~ of ~~Toga Limited. Beginning in 2018 through~~ the ~~present,~~Securities ~~Mr.~~Exchange ~~Zhe~~Act ~~served as Vice President~~ of ~~a Malaysian charity organization~~1934, the ~~Qian~~registrant ~~Hai~~caused ~~International~~this ~~Foundation.~~report ~~From 2018~~ to ~~2020,~~be ~~Mr.~~signed ~~Zhe~~on ~~served~~its asbehalf aby ~~marketing~~the ~~executive for a multi-level marketing company specializing in gel-based nutritional products~~undersigned, ~~Agel~~hereunto ~~Enterprises~~duly ~~International Sdn~~authorized. Bhd. Agel Enterprises was among Toga Limited’s largest customers as of April 2019 and has held Toga Limited stock since 2019. From 2014 to 2016, Mr. Zhe worked as an assistant manager of a Malaysian-based pub and restaurant operator, Soho Country House Sdn. Bhd. In 2014, Mr. Zhe earned his bachelor’s degree of sports science in sports management from Universiti Malaya in Malaysia.

Item 5.07 Submission of Matters to a Vote of Security Holders

	TOGA LIMITED

DATED: September 23, 2022	By:	/s/ Michael Toh Kok Soon
		Michael Toh Kok Soon
		Chief Executive Officer

The Company held the Meeting virtually on July 7, 2022 (Malaysia time). At the Meeting, the stockholders voted on two (2) proposals more particularly described in the Proxy Statement. The final results of the voting are set forth below.3

Proposal 1: The shareholders approved the election of the following five (5) directors. The voting results for this proposal are as follows:

Nominee 1 - Michael Toh Kok Soon

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
61,684,368		1,085,697		17,190

Nominee 2 – Seow Wen “Stanley” Jun

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
61,512,268		1,244,097		30,890

Nominee 3 – Chuah Ming Zhe

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
61,527,768		1,232,897		26,590

Nominee 4 – Chong Sheng Quan

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
61,526,968		1,229,397		30,890

Nominee 5 – Chung Meng Chow

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
61,371,548		1,389,117		26,590

Proposal 2: The shareholders voted against a resolution approving, on an advisory basis, the Company’s compensation of its named executive officers, as disclosed in the Company’s Discussion and Analysis and Executive Compensation sections of the Company’s Proxy Statement. The voting results for this proposal are as follows:

Number of Votes Cast in Favor		Number of Votes Cast Against		Number of Votes Abstained
1,928,887		60,294,048		564,320

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TOGA LIMITED
DATED: August 26, 2022	By:	/s/ Michael Toh Kok Soon
		Michael Toh Kok Soon
		Chief Executive Officer

Filing Compare · Toga Ltd