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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 30, 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 30, 2026, Addentax Group Corp. (the “Company”) entered into separate private placement agreements (collectively, the
“Private Placement Agreements”) with Mr. Hong Zhihao, Mr. Hong Zhiwang and Mr. Yip Wai Lun (collectively, the “Investors”),
pursuant to which the Company agreed to issue and sell an aggregate of 677,084 shares of its common stock, including (i) 250,000 shares
to Mr. Hong Zhihao, (ii) 218,750 shares to Mr. Hong Zhiwang, and (iii) 208,334 shares to Mr. Yip Wai Lun, at a purchase price of $4.80
per share, for aggregate gross proceeds of approximately $3.25 million (the “Private Placement”). The Company intends to
use the net proceeds from the Private Placement for general corporate purposes, including working capital and potential strategic investments.
Mr.
Hong Zhihao is the brother of Mr. Hong Zhida, the Company’s Chief Executive Officer and Chairman of the Board of Directors of the
Company (the “Board”). Mr. Hong Zhiwang is a director of the Company and the brother of Mr. Hong Zhida. The subscriptions
by Mr. Hong Zhihao and Mr. Hong Zhiwang were reviewed and approved by the Audit Committee of the Board as related party transactions
on July 29, 2026. On the same day, the Board approved the Private Placement, including such related party subscriptions.
The
Private Placement Agreements contain customary representations, warranties and covenants of the Company and the Investors. The closing
of the Private Placement is subject to the satisfaction or waiver of customary closing conditions set forth in the Private Placement
Agreements.
The
shares of common stock to be issued pursuant to the Private Placement Agreements are expected to 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. 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 Agreements does not purport to be complete and is qualified in its entirety by reference
to the form of 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 of
common stock to be issued pursuant to the Private Placement Agreements are expected to be issued in reliance upon the exemption from
the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. Each Investor has represented that
he 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 |
|
Form of Private Placement Agreement |
| 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 31, 2026 |
By: |
/s/ Hong
Zhida |
| |
|
Hong Zhida |
| |
|
Chief Executive Officer |
