incorrectly stated that 1,725,000 shares of restricted common stock were resold in private transactions by Company
true
0001852536
0001852536
2024-06-05
2024-06-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or
15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date of
earliest event reported): June 5,
2024
(Date of Amendment Filing: September 22, 2025)
REDOX INTERNATIONAL GROUP,
Corp.
(Exact name of registrant as
specified in its charter)
|
Nevada
(State or other jurisdiction
of incorporation) |
333-255055
(Commission
File Number) |
98-1578603
(IRS Employer
Identification No.) |
17875
Von Karman Avenue, Suite 150
Irvine, California 92614
(Address of Principal Executive
Offices)
(323) 909-2866
Registrant’s telephone
number, including area code:
Copies to:
Donald P. Hateley, Esq.
The Hateley Firm, APC
620 Newport Center Drive, Suite 1100
Newport Beach, CA 92660
Phone: (949) 438-1040
Fax: (310) 388-5899
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 Instruction
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: None.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| |
|
|
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.
EXPLANATORY NOTE
This Amendment No. 1 to the Current Report on
Form 8-K originally filed with the Securities and Exchange Commission on August 18, 2025 (the “Original Filing”) is being
filed solely to correct a factual error in Item 3.02 of the Original Filing.
The Original Filing incorrectly stated that 1,725,000
shares of restricted common stock were resold in private transactions by Company affiliates to eleven (11) non-US persons located outside
the United States. The correct number of shares resold is 1,325,000 to eight (8) non-US persons located outside the United States.
No other changes have been made to the Original
Filing.
ITEM 3.02 Unregistered Sales of Equity Securities.
(Amended)
Between August 6, 2024 and January 15, 2025, certain
affiliates of the Company—namely Dr. Han-Wen Ou and Mr. Hsun-Chih Lee—resold an aggregate of 1,325,000 restricted shares of
common stock in private transactions to eight (8) non-U.S. persons located outside the United States. These resales were made prior to
the expiration of the one-year distribution compliance period required under Rule 904 of Regulation S of the Securities Act of 1933, as
amended.
While the Company was not a direct participant
in the transactions, as issuer of the restricted securities, it acknowledges its responsibility to ensure affiliate compliance with U.S.
securities laws. The Board of Directors has acknowledged that the transactions may have constituted technical violations of Section 5
of the Securities Act due to the premature resale of restricted securities by affiliates.
As previously disclosed, both individuals voluntarily
submitted written rescission offers to the respective purchasers, offering to repurchase the shares at the original purchase price. None
of the shareholders affected accepted the rescission offer. The Company believes that the failure to accept rescission mitigates the risk
of contingent liability as well as future enforcement or private claims.
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.
| |
REDOX INTERNATIONAL GROUP, CORP. |
| |
|
|
| Dated: September 22, 2025 |
By: |
/s/ Han-Wen
Ou |
| |
Name: |
Han-Wen Ou |
| |
Title: |
Chief Executive Officer |
