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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): March 24, 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
5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
March 24, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Addentax Group
Corp. (the “Company”), pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”), approved
awards of fully vested shares of the Company’s common stock to certain executive officers. Specifically, the Compensation
Committee approved an award of 1,000,000 shares to Wu Rui, the Company’s Chief Operating Officer, and an award of 183,335
shares to Hong Zhida, the Company’s President, Chief Executive Officer, Secretary and Director (collectively, the
“Grants”).
The
grant date for the Grants is expected to be April 8, 2026, and the Grants will be fully vested and non-forfeitable
as of such date. As previously reported in the Company’s Current Report on Form 8-K filed on March 26, 2026, the Company
expects its 1-for-15 reverse stock split to be effective as of March 30, 2026 (the “Reverse Stock Split”). The number of
shares subject to the Grants will be proportionately adjusted to give effect to the Reverse Stock Split.
The
Grants were made as part of the Company’s overall compensation program and in recognition of the recipients’ services to
the Company.
The
Grants are subject to the terms and conditions of the Plan and the Company’s Share Award Agreement, a form of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Grants and
the Share Award Agreement is qualified in its entirety by reference to the full text of such documents.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 10.1 |
|
Form of Share Award Agreement under Addentax Group Corp. 2024 Equity Incentive Plan. |
| 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:
March 27, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
