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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
Date
of Report (Date of earliest event reported): February 6, 2026
AGAPE
ATP CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41835 |
|
36-4838886 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
1705
– 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman
Desa, Kuala Lumpur, Malaysia 58100
(Address
of principal executive offices) (Zip Code)
+(60)
192230099
(Registrant’s
telephone number, including area code)
N/A
(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 (see General Instruction A.2. below):
| ☐ |
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 on which registered |
| Common
Stock, par value $0.0001 per share |
|
ATPC |
|
NASDAQ
Capital Market |
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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously reported on the Current Report on Form 8-K of Agape ATP Corporation (the “Company”) as filed with the Securities
and Exchange Commission on February 2, 2026, at the Company’s Annual Meeting of Stockholders held on January 30, 2026 (the “Annual
Meeting”), the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation to effect one
or more reverse stock splits of the company’s issued and outstanding Common Stock at any time before the next annual meeting of
stockholders of the Company, in aggregate, of up to one-for-five thousand (1:5000), with the timing of any reverse split to be determined
by the board in its discretion.
The
Company intends to effect a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”) on February 9, 2026. No fractional shares will be issued in
connection with the Reverse Stock Split and fractional shares will be rounded up to the nearest whole number. The authorized number of
shares of Common Stock will not be affected by the Reverse Stock Split.
The
Common Stock will begin trading on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market when the market opens on February
10, 2026. The trading symbol for the Common Stock will remain “ATPC.” The Common Stock will be assigned a new CUSIP number
(008389306) following the reverse stock split.
The
Company will adjust the number of shares available for the number of outstanding awards, the exercise price per share of outstanding
stock options and other terms of outstanding awards issued to reflect the effects of the reverse stock split.
Item
7.01 Regulation FD Disclosures.
On
February 6, 2026, the Company issued a press release announcing the anticipated completion of the Reverse Stock Split. A copy of the
Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the
information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
9.01. Financial Statements and Exhibits.
c)
Exhibits
| 99.1 |
Press Release, dated February 6, 2026 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| |
AGAPE
ATP CORPORATION |
| |
|
| Date:
February 6, 2026 |
By: |
/s/
How Kok Choong |
| |
Name: |
How
Kok Choong |
| |
Title: |
Chief
Executive Officer, President, Director, Secretary and Treasurer (Principal Executive Officer) |
Exhibit 99.1

PRESS
RELEASE
For
Immediate Distribution
Agape
ATP Corporation Announces 1-For-50 Reverse Stock Split
KUALA
LUMPUR, MALAYSIA – 06 FEBRUARY 2026 - Agape ATP Corporation (NASDAQ:ATPC) (“ATPC” or “the Company”) announced
that it intends to implement a 1-for-50 reverse stock split of its issued and outstanding common stock.
The
reverse stock split was approved by the Company’s shareholders at the Annual Meeting held on 30 January 2026, following the approval
of an amendment to the Company’s Articles of Incorporation that authorises the Board of Directors to effect one or more reverse
stock splits at its discretion.
The
reverse stock split is expected to become effective on 9 February 2026. The Company’s common stock will begin trading on a reverse
stock split-adjusted basis on the Nasdaq Capital Market at the opening of trading on 10 February 2026. The Company’s trading symbol
will remain “ATPC.”
No
fractional shares will be issued as a result of the reverse stock split. Any fractional shares resulting from the reverse stock split
will be rounded up to the nearest whole share. The reverse stock split will not affect the authorised number of shares of the Company’s
common stock.
Following
the reverse stock split, the Company’s common stock will be assigned a new CUSIP number: 008389306. In addition, the Company will
make proportionate adjustments to outstanding equity awards, including the number of shares subject to such awards and the applicable
exercise prices, to reflect the reverse stock split.
###
About
AGAPE ATP Corporation
Agape
ATP Corporation (ATPC) is dedicated to enhancing the quality of life and promoting sustainable development. With a strong foundation built
on two core business pillars, ATPC specialises in the provision of health and wellness products that caters to the diverse needs of its
customers, ensuring their well-being and vitality. Additionally, APTC delivers comprehensive energy-saving solutions that empower companies
to drive sustainability initiatives, reduce energy consumption, and achieve their sustainability goals.
For
more information, visit www.agapeatpgroup.com.
Issued
By: Koa International Sdn. Bhd. on behalf of Agape ATP Corporation
Media
Contact
Jazzmin
Wan
Email:
j.wan@swanconsultancy.biz
Mandy
Tan
Email:
m.tan@swanconsultancy.biz
SAFE
HARBOUR STATEMENT
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the Company’s operational stability, business initiatives, and growth prospects.
Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,”
“plan,” “potential,” “will,” and similar expressions identify forward-looking statements. These statements
are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from
those discussed. Factors that may affect results include the Company’s ability to execute its strategies, market acceptance of
its products, economic conditions, and other risks detailed in the Company’s filings with the U.S. Securities and Exchange Commission.
The Company undertakes no obligation to update forward-looking statements except as required by law.