Welcome to our dedicated page for JX LUXVENTURE SEC filings (Ticker: JXJT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
JX Luxventure Group Inc.'s SEC filings document foreign private issuer current reports, capital-structure changes and material corporate agreements. Form 6-K disclosures cover common stock issuances from Series F Convertible Preferred Stock conversions, shares issued under the 2022 Equity Incentive Plan, amendments to that plan, and registration references tied to equity compensation.
The filings also record related-party loan advances and debt exchange agreements, subsidiary cooperation arrangements for cross-border products, board and shareholder approvals by written consent, exhibit agreements, and the company's use of Form 20-F reporting status. These documents provide formal disclosure on JXJT's governance actions, common stock activity, preferred stock mechanics, employee and consultant equity awards, and commercial agreements connected to its tourism and cross-border commerce operations.
JX Luxventure Group Inc. reports that it has signed a new debt exchange agreement with its CEO, Sun Lei, to convert $2,000,000 of her unsecured, on-demand loans to the company into common shares. This follows a July arrangement where she cancelled $510,000 of loans in exchange for 500,049 shares at $1.0199 per share. The new exchange price will match the closing price on Nasdaq on the trading day immediately before closing.
Sun Lei currently owns 654,878 common shares, or about 5.46% of the company, based on 11,991,001 shares outstanding. Closing of the new exchange is conditional on steps including filing a Listing of Additional Shares notice with Nasdaq at least 15 days before issuing the new shares. The company plans to rely on Section 3(a)(9) of the Securities Act and/or Regulation S to issue the shares without a public offering.
JX Luxventure Group Inc. reported new share issuances that change its capital structure. On August 28, 2025, the company issued 750,000 shares of common stock as conversion shares to six holders of its Series F Convertible Preferred Stock, in line with the previously established Series F terms and relying on private offering exemptions under U.S. securities laws. On the same date, the company also issued 750,000 shares of common stock to employees and consultants under its New 2022 Equity Incentive Plan, using shares registered on an existing Form S-8. After these issuances, the company has 11,991,001 shares of common stock outstanding, giving investors an updated view of its total share count and recent dilution from preferred stock conversion and equity compensation.
On July 27, 2025, JX Luxventure Group Inc.’s wholly-owned subsidiary, Jin Xuan (Hainan) Holding Co., Ltd. (“JX Hainan”), executed a 2025 Strategic Cooperation Framework Agreement with Qingxiang (Hainan) Cross-Border E-Commerce Co., Ltd. (“HCBEC”). Under the agreement, HCBEC commits to purchase not less than US$15 million of cross-border products supplied by JX Hainan, covering duty-free skincare, health supplements and lifestyle goods.
The company furnished the English translation of the agreement as Exhibit 10.1 and a related press release dated July 29, 2025 as Exhibit 99.1 in this Form 6-K. Beyond the minimum purchase value, no additional financial terms, delivery schedule or margin information are disclosed. The filing contains no earnings data or updated guidance.
- Form: 6-K (foreign private issuer)
- Minimum purchase commitment: US$15 million
- Date of agreement: 27 Jul 2025; press release: 29 Jul 2025
Sun Lei has filed Amendment No. 4 to Schedule 13D on JX Luxventure Group Inc. (Nasdaq: JXJT). The filing discloses that, after giving effect to two reverse stock splits (1-for-10 on 4/26/23 and 1-for-4 on 12/27/24), Sun Lei now beneficially owns 654,878 common shares, or 10.37 % of the 6,241,001 shares outstanding as of 7/21/25.
The change in ownership stems mainly from a debt-for-equity swap executed on 7/14/25: Sun Lei cancelled $510,000 of amounts owed by the company in exchange for 500,049 newly issued common shares priced at the 7/11/25 closing price of $1.0199. All funds used for prior cash purchases came from personal resources.
Prior transactions remain unchanged and include purchases of Series A, C and D convertible preferred stock—together convertible into 75,750 common shares—and several open-market and compensation awards dating back to 2020. After the latest exchange, sole voting and dispositive power is held over the entire stake; no shares are held jointly.
Key takeaways:
- Insider’s stake crosses the 10 % threshold, triggering continued Schedule 13D reporting.
- Company liabilities fall by $0.51 m, partially offset by dilution (~8 % of current float).
- Additional dilution remains possible upon conversion of outstanding preferred shares.