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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 10, 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
8.01 Other Events.
On
February 10, 2026, Addentax Group Corp. (the “Company”) issued a press release announcing that it entered into
separate non-binding memorandum of understanding (each, an “MOU;” together, the “MOUs”) with two institutional
investors regarding a potential strategic equity investment of up to US$200 million at proposed price of US$1.50 per share.
The MOUs reflect the parties’ preliminary understanding and provide that the parties will work in good faith to negotiate and
execute definitive agreements within six months. Any potential transaction remains subject to the execution of definitive agreements,
completion of customary due diligence, receipt of required regulatory and stock exchange approvals, and other customary closing conditions.
There can be no assurance that definitive agreements will be executed or that any transaction will be consummated. A copy of the
press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 99.1 |
|
Press
Release issued February 10, 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 10, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Addentax
Group Corp. Entered Into Memorandum of Understanding for Potential US$200 Million Strategic Investment with Middle East
Royal-Backed Institutional Investors at Proposed Price of $1.50 per Share, Supporting AI and Crypto Strategy
SHENZHEN,
February 10, 2026 — Addentax Group Corp. (Nasdaq: ATXG) (the “Company”, “ATXG”, “we”, “us”
or “our”) today announced that on February 9, 2026, it entered into separate memorandum of understanding (each,
an “MOU;” together, the “MOUs”) with two institutional investors, backed by a Middle Eastern royal family,
setting forth a preliminary understanding regarding a potential strategic equity investment totaling US$200 million to
support the Company’s business growth in artificial intelligence (“AI”) and cryptocurrency financial services.
Pursuant to the MOUs, subject to the negotiation and execution of definitive agreements, each investor intends to invest up
to US$100 million by acquiring newly issued shares of common stock of ATXG at a fixed price of US$1.50 per share. The Company
and the investors have agreed to work in good faith to negotiate and execute definitive agreements within six months, which would include,
among other things, a share subscription agreement, disclosure schedules, and related corporate approvals. Any potential transaction
remains subject to the completion of customary legal and financial due diligence, receipt of all necessary corporate, regulatory, and
stock exchange approvals, execution of definitive agreements, and other customary conditions precedent. There can be no assurance that
definitive agreements will be executed or that any transaction will be consummated.
In
addition to the potential capital investment, the Company and the investors are in discussions regarding a potential strategic
collaboration focused on advancing the Company’s core initiatives in AI and cryptocurrency financial services. These
discussions reflect a shared interest in leveraging ATXG’s technological expertise and market presence, including
its presence in Hong Kong, combined with the investors’ industry resources, regulatory insights, and global market experience to
support potential product development and market expansion in AI and cryptocurrency-related solutions.
If
consummated, we believe that the potential US$200
million strategic investment would strengthen ATXG’s balance sheet and could provide additional capital
to support its key growth priorities, including scaling its AI-driven financial technology platforms, expanding its compliant
cryptocurrency financial services portfolio, deepening market penetration in Hong Kong and the Asia-Pacific region, and continued
investing in research and development. The proposed fixed per-share price of US$1.50 was discussed as part of the parties’
preliminary understanding and reflects the Company’s view of the potential investors’ interest in ATXG’s
business model, long-term growth strategy, and the management team.
“This
memorandum of understanding reflects a significant step forward in our ongoing discussions with institutional investors regarding
a potential strategic investment in ATXG,” said the Chief Executive Officer of ATXG, Mr. Hong Zhida. “The parties’
preliminary agreement to explore an equity investment of up to US$200 million at US$1.50 per share reflects the interest
in our AI and cryptocurrency financial services strategy, and our presence in high-growth markets such as Hong
Kong. If consummated, this potential investment could provide additional capital to support our growth initiatives, including the
continued development of our AI-driven financial technology platforms and compliant cryptocurrency services. We are also encouraged
by the opportunity to explore broader strategic cooperation with these investors, subject to further discussions and the execution of
definitive agreements, and we look forward to working toward arrangements that could create long-term value for our stockholders.”
About
Addentax Group Corp.
Addentax
Group Corp. is an integrated service provider specializing in garment manufacturing and logistics services. For more information
about the Company, please visit the website: https://www.addentax.com/.
Caution
Concerning Forward Looking Statements
All
statements other than statements of historical fact in this announcement are forward-looking statements in nature within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and projections about future events and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy and financial needs. Words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “is/are likely to” or other similar expressions are
intended to identify such forward-looking statements. 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 the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to consider risk factors, including those described in the Company’s filings with the SEC, that may affect
the Company’s future results. All forward-looking statements attributable to the Company and its subsidiaries or persons acting
on their behalf are expressly qualified in their entirety by these risk factors. The forward-looking events discussed in this press release
and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially
and are subject to risks, uncertainties, and assumptions about us. These forward-looking statements are based on information currently
available to the Company and its current plans or expectations and are subject to a number of known and unknown uncertainties, risks
and other important factors that may cause our actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking statements. These and other important factors are described
in detail in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended March 31, 2025.
Although we believe the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to be correct. We are not obligated to publicly update or revise any forward-looking statement, whether as a
result of uncertainties and assumptions, the forward-looking events discussed in this press release and other statements made from time
to time by us or our representatives might not occur.
Company
Contact:
Public
Relations Contact:
Addentax
Group Corp.
Phone:
+ (86) 755 86961 405
yoongxin.chan@zgyingxi.com
Investor
Relations Contact:
Sherry
Zheng
WAVECREST
GROUP INC.
1-718-213-7386
sherry@wavecrestipo.com
