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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): July 28, 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 28, 2026, Addentax Group Corp. (the “Company”) entered into a Private Placement Agreement (the “Private Placement
Agreement”) with Pinnacle Partners Inc., a British Virgin Islands company (the “Investor”), pursuant to which the Company
agreed to issue and sell to the Investor, and the Investor agreed to purchase, 250,000 shares of the Company’s common stock, par
value $0.001 per share (the “Shares”), at a purchase price of $4.80 per share, for aggregate gross proceeds of approximately
$1.2 million, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”).
The
Private Placement Agreement contains customary representations, warranties and covenants of the Company and the Investor. The closing
of the private placement is subject to the satisfaction or waiver of customary closing conditions set forth in the Private Placement
Agreement.
The
Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by
Regulation S promulgated thereunder. The Shares have not been registered under the Securities Act and may not be offered or sold in the
United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The
foregoing description of the Private Placement Agreement does not purport to be complete and is qualified in its entirety by reference
to the Private Placement Agreement, a copy of which is 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 Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares are
expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation
S promulgated thereunder. The Investor is not a “U.S. person” (as defined in Regulation S), and the issuance of the Shares
is expected to occur in an offshore transaction in accordance with Regulation S.
The
Shares, when issued, will bear customary restrictive legends under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Private Placement Agreement dated July 28, 2026 by and between the Company and Pinnacle Partners Inc. |
| 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 29, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
