Addentax Group Corp. 8-K Filings

Addentax Group Corp. filed an amendment to a current report to correct a typographical error in a previously filed Share Exchange Agreement dated April 22, 2026. The agreement had stated that Ms. Or Shan Shan held 14,670,000 shares of Time Is Loan Limited; the correct figure is 14,680,000 shares.

A corrected version of the Share Exchange Agreement is filed as Exhibit 10.1 to this amendment and supersedes the prior version as well as the version incorporated by reference in a later report. No other information from the prior report is changed.

Addentax Group Corp. agreed on July 30, 2026 to a private placement of 677,084 shares of common stock with three individual investors at $4.80 per share, for approximate gross proceeds of $3.25 million. The company plans to use the net proceeds for general corporate purposes, including working capital and potential strategic investments.

Two investors, Hong Zhihao and director Hong Zhiwang, are brothers of Chief Executive Officer Hong Zhida, so their subscriptions were reviewed and approved as related party transactions by the Audit Committee on July 29, 2026, with the Board approving the overall placement the same day. Closing is subject to customary conditions. The shares are expected to be issued in an offshore transaction under the Regulation S exemption from Securities Act registration and will carry customary restrictive legends limiting resale in the United States.

Addentax Group Corp. entered into a Private Placement Agreement with Pinnacle Partners Inc., a British Virgin Islands company, on July 28, 2026. Addentax agreed to issue and sell 250,000 shares of common stock at $4.80 per share, for aggregate gross proceeds of approximately $1.2 million, in a private placement exempt from registration under the Securities Act using Regulation S. Closing is subject to satisfaction or waiver of customary closing conditions in the agreement. The investor is not a U.S. person, and the issuance is expected to occur in an offshore transaction under Regulation S. The shares will be unregistered, bear customary restrictive legends, and may not be offered or sold in the United States without registration or an applicable exemption.

Addentax Group Corp. entered into a Loan Conversion Agreement with lender SEAH CHIA YEE on July 27, 2026. The company agreed to convert loan principal of US$699,885 plus US$3,500 of accrued interest into 146,539 shares of common stock at US$4.80 per share. Once the shares are issued, the loan and accrued interest will be fully satisfied, discharged and cancelled. Closing is conditioned on required corporate approvals remaining effective, submission of a Listing of Additional Shares notification to Nasdaq, and the absence of any law or order prohibiting the transaction. The shares will be issued under Regulation S in an offshore transaction to a non-U.S. person and will carry restrictive legends.

Addentax Group Corp. completed a share exchange to acquire a 41.67% equity interest in Riches Family Office Limited through its Hong Kong subsidiary, Yingxi Industrial Chain Investment Co., Ltd. In return, the company issued 33,500 shares of its common stock, par value $0.001 per share, to Chief Operating Officer Mr. Wu Rui.

The shares were issued in an offshore transaction under Regulation S, as Mr. Wu Rui is not a U.S. person. The share exchange agreement dated May 15, 2026, is incorporated by reference as an exhibit, and the transaction is also reported as an unregistered sale of equity securities.

Addentax Group Corp. entered into a Share Exchange Agreement under which its subsidiary Yingxi will acquire 41.67% of Riches Family Office Limited’s Hong Kong target company in exchange for issuing 33,500 shares of Addentax common stock to Chief Operating Officer Mr. Wu Rui.

The deal is a related-party transaction that was approved by the company’s audit committee and board of directors. Closing is conditioned on submitting a Listing of Additional Shares notification to Nasdaq and satisfying customary closing conditions. The shares will be issued in an offshore transaction under Regulation S and will carry restrictive legends.

Addentax Group Corp. completed an all-stock acquisition of Time Is Loan Limited on May 15, 2026. Through its Hong Kong subsidiary, Yingxi Industrial Chain Investment Co., Ltd, the company acquired 100% of the Target’s equity interests.

As consideration, Addentax issued 137,790 shares of its common stock, par value $0.001 per share, to the seller, Ms. OR Shan Shan. The shares were issued in an offshore transaction under Regulation S, meaning they were sold to a non-U.S. person without SEC registration. The transaction is documented in a Share Exchange Agreement dated April 22, 2026, which is incorporated by reference as an exhibit.

Addentax Group Corp. has filed an amended report to include full financial statements for Keemo Fashion Group Limited and pro forma data after completing Keemo’s acquisition. Addentax agreed to acquire 34,200,000 Keemo shares for about $5.5 million by transferring part of an existing bond with original principal of $17,500,000 bearing 2.5% interest.

After closing, Addentax holds approximately 62.18% of Keemo’s voting rights, making Keemo a controlled subsidiary. Keemo’s fiscal 2025 revenue was $15,081 with a net loss of $33,121 and shareholders’ deficit of $82,066, and its statements note substantial doubt about its ability to continue as a going concern. Keemo operates a wholesale apparel trading business in China and a digital publishing business in Malaysia built around a pay-per-chapter online fiction platform.

Addentax Group Corp. entered into a Share Exchange Agreement to acquire 100% of Hong Kong-based Time Is Loan Limited. In return, its subsidiary will issue 137,790 shares of Addentax common stock to the sole shareholder, Ms. OR Shan Shan.

The deal was approved by the board and will close after a Nasdaq Listing of Additional Shares notice and other customary conditions are met. The shares will be issued offshore under Regulation S to a non-U.S. person and will carry restrictive legends under U.S. securities laws.

Addentax Group Corp. regained compliance with Nasdaq’s minimum bid price rule. Nasdaq’s Listing Qualifications Staff notified the company that its common stock closed at or above $1.00 per share for 10 consecutive business days, from March 30 through April 13, 2026. As a result, Addentax once again meets Nasdaq Listing Rule 5550(a)(2), and Nasdaq has marked the prior deficiency matter as closed.

Addentax Group Corp. completed the acquisition of 34,200,000 shares of common stock of Keemo Fashion Group Limited from Guang Wen Global Group Limited for an aggregate purchase price of approximately $5.5 million. The price was paid by transferring a portion of an existing bond held by Addentax, with a principal amount of about $5.5 million, to the seller or its designated counterparty.

After this transaction, Addentax holds approximately 62.18% of the voting rights of Keemo Fashion on a fully diluted basis, making Keemo Fashion a controlled subsidiary. The acquisition was completed on March 30, 2026 pursuant to a Stock Purchase Agreement dated February 17, 2026, and the report is incorporated by reference into Addentax’s Registration Statements on Form S-8.

Addentax Group Corp. approved fully vested stock awards for two senior executives under its 2024 Equity Incentive Plan. The compensation committee granted 1,000,000 common shares to Chief Operating Officer Wu Rui and 183,335 shares to President and CEO Hong Zhida.

The grant date is expected to be April 8, 2026, when the awards become fully vested and non‑forfeitable. Because a 1‑for‑15 reverse stock split is expected to become effective on March 30, 2026, the number of shares in these grants will be proportionately adjusted. The awards follow the company’s standard plan terms and a share award agreement filed with this report.

Addentax Group Corp. is implementing a 1-for-15 reverse stock split of its common stock. Following stockholder approval at the January 30, 2026 annual meeting, the board approved the split and filed a Certificate of Amendment in Nevada, which becomes effective at 12:01 a.m. Eastern Time on March 30, 2026.

Every fifteen shares outstanding immediately before effectiveness will be combined into one share, with no change to the $0.001 par value or the total number of authorized shares. Trading on the Nasdaq Capital Market will continue under the symbol ATXG on a split-adjusted basis with new CUSIP 00653L400 beginning March 30, 2026.

No fractional shares will be issued; any stockholder entitled to a fractional share will receive one whole share instead. The split will affect all stockholders uniformly and, other than minor rounding from fractional share treatment, will not change any stockholder’s percentage ownership. Shares held in street name or book-entry form require no action by stockholders.

Addentax Group Corp. filed a current report describing a change in its independent auditor. On March 25, 2026, the company dismissed Pan-China Singapore PAC and appointed HML PLT as its new independent registered public accounting firm for the fiscal year ending March 31, 2026.

The prior auditor’s reports for the fiscal years ended March 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications, and there were no disagreements or reportable events during those periods or the subsequent interim period. The former auditor has provided a letter to the SEC confirming its agreement with the company’s disclosures.

Addentax Group Corp. disclosed that it has entered into mature negotiations to acquire up to 20 online lending platforms across the Asia Pacific region. These digital lenders collectively serve more than 600,000 customers and generate an estimated annual loan origination volume exceeding HK$25 billion, based on information from the target companies.

The platforms offer AI-supported credit assessment, digital asset-related financial services where regulations permit, and personal digital lending. Addentax, traditionally focused on garment manufacturing and logistics, describes this as a strategic fintech initiative intended to build a technology-driven digital credit platform with regional scale. The potential transactions remain subject to due diligence, definitive agreements, board and regulatory approvals, and may not be completed.

Addentax Group Corp. has amended a prior report to correct a typographical error in the seller’s name for a previously disclosed acquisition. The company agreed on February 17, 2026 to acquire 34,200,000 common shares of Keemo Fashion Group Limited for approximately $5.5 million, paid by transferring part of an existing bond. The bond was issued under a note subscription dated August 24, 2023 with an original principal of US$17,500,000 at 2.5% annual interest. The transaction is expected to close by May 1, 2026 and will give Addentax about 62.18% of Keemo Fashion’s voting rights on a fully diluted basis, making it the controlling shareholder.

Addentax Group Corp. entered into a stock purchase agreement on February 17, 2026 to acquire 34,200,000 common shares of Keemo Fashion Group Limited for approximately $5.5 million. Closing is expected by May 1, 2026, when the seller will deliver the shares to Addentax or its designee.

The purchase price will be paid by splitting and transferring about $5.5 million of an existing $17,500,000 bond that bears 2.5% annual interest and has a one-year, renewable tenor. After completion, Addentax will hold roughly 62.18% of Keemo Fashion’s voting rights on a fully diluted basis, becoming its controlling shareholder.

Keemo Fashion, incorporated in Nevada and headquartered in Shenzhen, operates an apparel and garment trading business supplying men’s and women’s clothing mainly in China, and a digital publishing business in Malaysia that runs a mobile fiction platform using a pay-per-chapter microtransaction model.

Addentax Group Corp. is in advanced talks with a strategic Bitcoin investor, described as a significant global holder of Bitcoin, to explore launching a sovereign‑aligned, regulatory‑compliant stablecoin initiative in Southeast Asia. The potential project fits within Addentax’s previously disclosed plan to pursue a strategic investment of up to 12,000 Bitcoins.

The contemplated stablecoin would be fully reserve‑backed, independently audited, and reference a diversified basket of fiat currencies and other assets, supporting cross‑border payments, selected DeFi applications, and institutional blockchain use cases. Addentax and the investor are engaging with central banks and financial regulators in two Southeast Asian jurisdictions, and may evaluate a phased implementation approach beginning in the second half of 2026. However, discussions are preliminary, no definitive agreements have been signed, and there is no assurance any transaction, regulatory authorization, or initiative will be completed.

Addentax Group Corp. reported that it is in late-stage negotiations for a proposed acquisition of a Hong Kong–based, AI-enabled digital lending platform operating under Hong Kong’s licensed money lending framework. According to the target’s information, it serves over 30,000 customers annually with historical loan approvals exceeding HK$2 billion.

If completed, the deal would extend Addentax’s presence in Asia-Pacific digital finance by adding regulated lending operations, algorithm-based credit assessment tools, and digital origination capabilities. The platform also explores digital asset–related risk management approaches aligned with Hong Kong’s regulatory environment, which Addentax aims to leverage to develop compliant financial technology and expand its footprint in Hong Kong and the broader region.

Addentax Group Corp. entered into separate non-binding memorandums of understanding with two institutional investors, backed by a Middle Eastern royal family, for a potential strategic equity investment totaling up to US$200 million at a proposed fixed price of US$1.50 per share.

The investors would acquire newly issued common stock to support Addentax’s growth in artificial intelligence and cryptocurrency financial services, including its Hong Kong presence. Both sides plan to work in good faith to negotiate and sign definitive agreements within six months.

Any transaction is contingent on definitive agreements, customary legal and financial due diligence, required corporate, regulatory and stock exchange approvals, and other closing conditions, and there is no assurance that the investment or related strategic collaboration will be completed.

Addentax Group Corp. filed an update explaining that it has officially designated 宏业财阜集团 as its Chinese-language company name, effective February 9, 2026. The legal English name remains “Addentax Group Corp.”.

The new Mandarin name will be used for business and corporate purposes in Chinese-language materials and will appear in future company filings and communications. The change is administrative only, and the company states that no action is required from stockholders or other stakeholders in connection with this designation.

Addentax Group Corp. has announced a proposed strategic acquisition of the offshore wealth management and integrated cross-border service business of Hong Kong-based Riches Group. Based on preliminary internal estimates, the company anticipates the deal could contribute approximately HKD 300 million in annualized revenue, subject to closing and successful integration.

If completed, Addentax would gain Riches Group’s diversified ecosystem, including global wealth management, international education, immigration and healthcare services, and cross-border lifestyle offerings such as global property investment and medical travel. Riches Group’s wealth services, which include private banking, fund custody, global fixed-income products and offshore/US dollar insurance, have historically generated monthly transaction volumes exceeding HK$100 million.

The proposed acquisition would also bring AI-enabled wealth advisory tools, regulated digital currency custody and investment solutions operating within Hong Kong’s regulatory framework, and a professional team of over 4,000 advisors. Addentax expects this platform, plus Riches Group’s high-net-worth client base, support for over 1,000 families and more than 10,000 households, and partnerships with over 100 international institutions, to help expand its global fintech and cross-border financial services footprint, particularly in Southeast Asia, Europe and North America.

Addentax Group Corp. held its annual meeting where stockholders approved key governance items. Investors elected five directors to serve until the 2026 annual meeting, with each nominee receiving roughly 2.68 million votes in favor and about 36–46 thousand votes withheld, plus 2.75 million broker non-votes.

Stockholders also authorized the board to implement a reverse stock split of the common stock at any ratio between one-for-two and one-for-two hundred fifty, with the exact ratio to be set later at the board’s discretion. This authorization gives the board broad flexibility to adjust the share count and trading price structure in the future.

Addentax Group Corp. reported a leadership change, appointing Wu Rui as Chief Operating Officer effective December 12, 2025. Wu, age 37, brings experience from several Hong Kong and China-based financial services firms, including director roles at TROOPS, Inc. and founder and CEO of Riches Holdings Limited, which focuses on family office, asset management, insurance brokerage, and fintech-enabled financial services.

Under a new employment agreement, Wu will receive annual compensation of $12,000, paid in full on the last day of each calendar year. The agreement includes standard termination, confidentiality, non-solicitation, and indemnification terms. The company states there are no family relationships or related-party transactions involving Wu that require disclosure.

Addentax Group Corp. (ATXG) regained Nasdaq listing compliance. The company received written notice from Nasdaq that its common stock met the minimum bid price requirement after closing at $1.00 per share or higher for 20 consecutive business days from September 22, 2025 through October 17, 2025, satisfying Listing Rule 5550(a)(2). Nasdaq stated the matter is closed.

This update confirms ATXG remains listed on the Nasdaq Capital Market under the minimum bid price standard. No changes to operations or financial statements were disclosed in connection with this notice.

Addentax Group Corp. (ATXG) reported a corporate update. The company announced it is in discussions with KINGS UNITED HOLDING LIMITED regarding a potential strategic cooperation. The talks focus on integrating Web3.0 payment infrastructure and Real-World Asset (RWA) enablement within Addentax’s supply-chain and settlement ecosystem.

The company furnished a press release as Exhibit 99.1 dated October 14, 2025.

Addentax Group Corp. reported that Nasdaq has granted it an additional 180 days, until April 6, 2026, to regain compliance with the exchange’s minimum bid price rule. The company had previously fallen below the required $1.00 per share closing bid price for 30 consecutive business days and did not regain compliance by the initial deadline of October 6, 2025, despite its stock trading above $1.00 for ten consecutive days before that date.

Nasdaq’s extension is based on Addentax continuing to meet other Nasdaq Capital Market listing standards and its written plan to cure the deficiency, which may include a reverse stock split. If the closing bid stays at or above $1.00 for at least ten consecutive business days during this second period, Nasdaq staff plan to confirm compliance. If Addentax fails to demonstrate compliance by April 6, 2026, its securities are expected to be delisted, although the company would have the right to appeal.

Addentax Group Corp. disclosed that its board of directors approved an increase to the annual salary of Chief Executive Officer Hong Zhida, raising base pay from $17,229 to $200,000, effective immediately. The action was taken after a performance evaluation and upon the recommendation of the company’s compensation committee.

The filing records the board approval and the new annual cash salary amount and identifies Hong Zhida as the company’s CEO and authorized signer for the report.