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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 19, 2026 (February 17, 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
February 17, 2026, Addentax Group Corp. (the “Company”), through itself or its designated entity (the “Buyer”),
entered into a stock purchase agreement (the “Agreement”) to acquire 34,200,000 shares of Common Shares, par value $0.001
per share (the “Shares”), in Keemo Fashion Group Limited’s (“Keemo Fashion”), a Nevada corporation, with
the Guang Wen Global Limited (the “Seller”). The acquisition will close by May 1, 2026 upon which the Seller shall convey
and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the Shares. The aggregate purchase price for the acquisition
was approximately $5.5 million and the purchase consideration shall be satisfied by utilizing a portion of an existing bond held by the
Company. The bond issued pursuant to a note subscription arrangement dated August 24, 2023, with an original principal amount of US$17,500,000,
bearing interest at a rate of 2.5% per annum, with a one-year tenor (renewable), and governed by the laws of the State of New York. In
connection with the partial bond transfer, the Seller and the Company entered into a bond transfer agreement whereby the Company shall
split and transfer a portion, approximately US$5.5 million, of an existing bond to the Seller (or its designated counterparty) as consideration
for the acquisition. After the acquisition, the Company shall became an approximately 62.18% holder of the voting rights of the issued
and outstanding shares of Keemo Fashion, on a fully-diluted basis, and became the controlling shareholder.
Keemo
Fashion Overview
Keemo
Fashion Group Limited is a Nevada-incorporated company headquartered in Shenzhen, People’s Republic of China. The Company operates
two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s and women’s
apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production facilities; and
(ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which operates a mobile-based
online fiction platform utilizing a pay-per-chapter microtransaction model for global readers.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the of the stock transfer agreement
and bond transfer agreement thereof, which is attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
This
Report on Form 8-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-282599
and 333-289481).
Safe
Harbor Statement
This
Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is
expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,”
“are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking
statements include, without limitation, the consummation of the transaction discussed hereunder, and comments by the management about
the benefits of these transactions. All statements other than statements of historical fact in this Form 8-K are forward-looking
statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking
statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections
about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information
regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company
undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in
its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially
from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained
herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these
cautionary statements.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Stock Purchase Agreement dated February 17, 2026 |
| 10.2 |
|
Bond Transfer Agreement dated February 18, 2026 |
| 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:
February 19, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
