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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 26, 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
3.03 Material Modification to Rights of Security Holders.
On
March 19, 2026, following the stockholder approval of the reverse stock split proposal at the 2025 Annual Meeting of Stockholders of
Addentax Group Corp. (the “Company”) held on January 30, 2026, the Board of Directors of the Company (the “Board”)
approved a reverse stock split of the Company’s common stock at a ratio of 1-for-15 (the “Reverse Stock Split”) and
authorized the filing of a Certificate of Amendment to the Company’s Articles of Incorporation (the “Amendment”) to
effect the Reverse Stock Split. On March 24, 2026, the Company filed the Amendment with the Secretary of State of the State of
Nevada to effect the Reverse Stock Split. The Amendment will become effective at 12:01 a.m. (Eastern Time) on March 30, 2026 (the “Effective
Time”).
As
a result of the Reverse Stock Split, every fifteen (15) shares of common stock outstanding immediately prior to the Effective Time will
be reclassified and combined into one share of common stock, without any change in the par value of $0.001 per share or the total number
of authorized shares. Beginning with the opening of trading on March 30, 2026, the Company’s common stock will be available for
trading on the Nasdaq Capital Market under the symbol “ATXG” on a Reverse Stock Split adjusted basis with a new CUSIP number
(00653L400).
No
fractional share will be issued in connection with the foregoing combination of the shares pursuant to the Reverse Stock Split. Stockholders
who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of
common stock in lieu of such fractional share.
The
Company’s transfer agent, Transfer Online, Inc., is acting as the exchange agent for the Reverse Stock Split. Stockholders who
hold their shares in book-entry form or in “street name” (i.e., through a broker, bank or other holder of record) are not
required to take any action. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except for minor changes resulting from the treatment of fractional shares.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
description of the Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item
7.01 Regulation FD
On
March 26, 2026, the Company issued a press release regarding the Reverse Stock Split. A copy of the press release is furnished as Exhibit
99.1 to this Form 8-K and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
|
| 3.1 |
|
Certificate of Amendment to the Articles of Incorporation. |
| 99.1 |
|
Press Release dated March 26, 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:
March 26, 2026 |
By: |
/s/
Hong Zhida |
| |
|
Hong
Zhida |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Addentax
Group Corp. Announces Reverse Stock Split
SHENZHEN,
March 26, 2026 — Addentax Group Corp. (Nasdaq: ATXG) (the “Company”) announced today that following the stockholder
approval of the reverse stock split proposal at the Company’s 2025 Annual Meeting of Stockholders held on January 30, 2026, the
Board of Directors of the Company, on March 19, 2026, approved a reverse stock split of the Company’s common stock at a ratio of
1-for-15 (the “Reverse Stock Split”) and authorized the filing of a Certificate of Amendment to the Company’s Articles
of Incorporation (the “Amendment”) to effect the Reverse Stock Split.
On
March 24, 2026, the Company filed the Amendment with the Secretary of State of the State of Nevada to effect the Reverse Stock
Split. The Amendment will become effective at 12:01 a.m. (Eastern Time) on March 30, 2026 (the “Effective Time”).
As
a result of the Reverse Stock Split, every fifteen (15) shares of common stock outstanding immediately prior to the Effective Time will
be reclassified and combined into one share of common stock, without any change in the par value of $0.001 per share or the total number
of authorized shares. Beginning with the opening of trading on March 30, 2026, the Company’s common stock will be available for
trading on the Nasdaq Capital Market under the symbol “ATXG” on a Reverse Stock Split adjusted basis with a new CUSIP number
(00653L400).
No
fractional share will be issued in connection with the foregoing combination of the shares pursuant to the Reverse Stock Split. Stockholders
who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of
common stock in lieu of such fractional share.
The
Company’s transfer agent, Transfer Online, Inc., is acting as the exchange agent for the Reverse Stock Split. Stockholders who
hold their shares in book-entry form or in “street name” (i.e., through a broker, bank or other holder of record) are not
required to take any action. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except for minor changes resulting from the treatment of fractional shares.
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
