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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): November 12, 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
November 5, 2026, Addentax Group Corp. (the “Company”) entered into a private placement agreements (collectively, the “Private
Placement Agreements”) with Mr. Chan Kai Fung (the “Investors”), pursuant to which the Company agreed to issue and
sell an aggregate of 312,500 shares of its common stock, at a purchase price of $4.80 per share, for aggregate gross proceeds of approximately
$1.5 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.
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 Private Placement Agreements, copies of which are 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. The Investors are not “U.S.
persons” (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 November 5, 2026, by and between the Company and Chan Kai Fung |
| 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:
November 12, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
