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  4. [8-K] ADDENTAX GROUP CORP. Reports Material Event

Addentax Group (NASDAQ: ATXG) to issue 146,539 shares to convert loan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Addentax Group Corp. entered into a Loan Conversion Agreement with lender SEAH CHIA YEE on July 27, 2026. The company agreed to convert loan principal of US$699,885 plus US$3,500 of accrued interest into 146,539 shares of common stock at US$4.80 per share. Once the shares are issued, the loan and accrued interest will be fully satisfied, discharged and cancelled. Closing is conditioned on required corporate approvals remaining effective, submission of a Listing of Additional Shares notification to Nasdaq, and the absence of any law or order prohibiting the transaction. The shares will be issued under Regulation S in an offshore transaction to a non-U.S. person and will carry restrictive legends.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Loan principal converted US$699,885 Outstanding principal amount to be converted into common stock
Accrued interest converted US$3,500 Accrued and unpaid interest included in the conversion
Conversion Shares 146,539 shares Common stock to be issued to the lender under the Loan Conversion Agreement
Conversion price US$4.80 per share Price per share used to convert the loan and interest into equity
Exhibit 10.1 Loan Conversion Agreement dated July 27, 2026 Material definitive agreement between Addentax Group Corp. and SEAH CHIA YEE
Loan Conversion Agreement financial
"entered into a Loan Conversion Agreement with SEAH CHIA YEE"
Regulation S regulatory
"issued in reliance upon the exemption provided by Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
offshore transaction regulatory
"the issuance of the Conversion Shares will be made in an offshore transaction"
Listing of Additional Shares notification regulatory
"subject to the submission of a Listing of Additional Shares notification"
restrictive legends regulatory
"The Conversion Shares will bear restrictive legends as required"

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FAQ

What did Addentax Group (ATXG) agree to in the July 27, 2026 loan conversion?
Addentax agreed to convert US$699,885 of loan principal plus US$3,500 interest into 146,539 common shares at US$4.80 per share. After issuance, the loan and accrued interest will be deemed fully satisfied and cancelled.

How many shares will Addentax Group (ATXG) issue for the loan conversion?
Addentax will issue 146,539 shares of common stock as “Conversion Shares.” These shares correspond to loan principal of US$699,885 and US$3,500 of accrued interest, converted at a price of US$4.80 per share.

What is the conversion price in Addentax Group’s (ATXG) Loan Conversion Agreement?
The conversion price is US$4.80 per share. At this price, Addentax will issue 146,539 common shares to convert outstanding loan principal of US$699,885 and US$3,500 of accrued interest owed to the lender.

Under which securities law exemption will Addentax Group (ATXG) issue the Conversion Shares?
The Conversion Shares will be issued under Regulation S of the Securities Act. The lender, SEAH CHIA YEE, is not a U.S. person, and the issuance will occur in an offshore transaction with shares bearing restrictive legends.

What conditions must be met before Addentax Group (ATXG) completes the loan conversion?
Closing requires continued effectiveness of corporate approvals, submission of a Listing of Additional Shares notification to Nasdaq, and no law or order prohibiting the transaction. Once completed, the loan and accrued interest will be fully discharged.
false 0001650101 0001650101 2026-07-27 2026-07-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 27, 2026

 

Addentax Group Corp.

(Exact name of registrant as specified in its charter)

 

Nevada   001-41478   35-2521028

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China

  

 

518000

(Address of principal executive offices)   (Zip Code)

 

+(86) 755 86961 405

(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 Instructions 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 $0.001 per share   ATXG   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 1.01 Entry into a Material Definitive Agreement.

 

On July 27, 2026, Addentax Group Corp. (the “Company”) entered into a Loan Conversion Agreement (the “Loan Conversion Agreement”) with SEAH CHIA YEE (the “Lender”). Pursuant to the Loan Conversion Agreement, the Company agreed to convert the outstanding principal amount of a loan made by the Lender to the Company in the amount of US$699,885, together with US$3,500 of accrued and unpaid interest, into 146,539 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of US$4.80 per share. Upon the issuance of the Conversion Shares in accordance with the terms of the Loan Conversion Agreement, the loan and all accrued interest thereon will be deemed fully satisfied, discharged and cancelled, and the Lender will have no further rights or claims against the Company under the loan.

 

The Loan Conversion Agreement contains customary representations and warranties of the Company and the Lender. The closing of the transaction contemplated thereby is subject to the continued effectiveness of the required corporate approvals, the submission of a Listing of Additional Shares notification to The Nasdaq Stock Market in accordance with applicable Nasdaq rules, and the absence of any law or order prohibiting the consummation of the transaction contemplated by the Loan Conversion Agreement.

 

The foregoing description of the Loan Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Conversion Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Conversion Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation S promulgated thereunder. SEAH CHIA YEE is not a “U.S. person” (as defined in Regulation S) and the issuance of the Conversion Shares will be made in an offshore transaction.

 

The Conversion Shares will bear restrictive legends as required under the Securities Act.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.    
10.1   Loan Conversion Agreement dated July 27, 2026 by and between the Company and SEAH CHIA YEE
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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.

 

  Addentax Group Corp.
     
Date: July 27, 2026 By: /s/ Hong Zhida
    Hong Zhida
    Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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