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Londax Corp. (LDXC) sells control stake to Alpha and installs new CEO

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Londax Corp. reports a completed change in control following the sale of 2,002,035 shares of common stock to Alpha Investment Inc., with the final closing deemed July 13, 2026. Alpha now holds approximately 76% of outstanding common shares, giving it effective control over board elections and other shareholder decisions.

Former sole officer and director Giorgi Loloshvili and directors Mariami Togonidze and Ani Vashakidze resigned effective June 29, 2026. Jon S. Cummings IV, age 57, was appointed chief executive officer, treasurer, secretary and sole director. The company also relocated its principal office and corporate records to 201 E. Fifth St., Suite 1900, Cincinnati, Ohio 45202.

Positive

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Negative

  • None.
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Shares acquired by Alpha Investment 2,002,035 shares Common stock sold by prior shareholders to Alpha Investment Inc.
Post-transaction ownership approximately 76% of issued and outstanding common shares Stake held by Alpha Investment Inc. after final closing on July 13, 2026
Final closing date July 13, 2026 Date on which the acquisition is deemed to have closed
Officer and director resignation date June 29, 2026 Effective date of resignations of Giorgi Loloshvili, Mariami Togonidze and Ani Vashakidze
New CEO age 57 years Age of newly appointed CEO, treasurer, secretary and sole director Jon S. Cummings IV
New principal office address 201 E. Fifth St. Suite 1900, Cincinnati, OH 45202 Updated location of company offices and corporate records as of July 13, 2026
change in control regulatory
"Item 5.01 describes a change in control of the registrant."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
stock purchase agreements financial
"Shareholders entered into stock purchase agreements for the sale of shares."
issued and outstanding shares financial
"Alpha Investment Inc. holds approximately 76% of the issued and outstanding shares."
books and records regulatory
"The location of the company’s books and records moved to Cincinnati, Ohio."

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FAQ

What change in control did Londax Corp. (LDXC) disclose?
Londax Corp. disclosed a change in control after Alpha Investment Inc. acquired 2,002,035 shares of common stock. This gave Alpha approximately 76% of the issued and outstanding shares, allowing it to control board elections and key shareholder decisions.

How many Londax (LDXC) shares did Alpha Investment buy and what is its stake?
Alpha Investment Inc. acquired 2,002,035 shares of Londax common stock. Following this transaction, Alpha holds approximately 76% of the issued and outstanding common shares, giving it majority ownership and effective control of corporate governance matters.

Which Londax (LDXC) officers and directors resigned, and when?
Effective June 29, 2026, former sole officer and director Giorgi Loloshvili resigned from all positions. Directors Mariami Togonidze and Ani Vashakidze also resigned, clearing the way for a new sole director and management team.

Who is the new CEO of Londax (LDXC) and what is his background?
Londax appointed Jon S. Cummings IV, age 57, as CEO, treasurer, secretary and sole director. He founded Omega Commercial Finance Corporation, led its 2008 public listing, and has run Alpha Investment Inc. since 2025, focusing on management, regulatory reporting and strategic transactions.

What address change did Londax Corp. (LDXC) report?
On July 13, 2026, Londax moved its principal office and corporate records from Yiangou Potamiti 27, Limassol, Cyprus 3010 to 201 E. Fifth St., Suite 1900, Cincinnati, OH 45202, centralizing its operations and records in the United States.

What did the amended Londax (LDXC) report correct about director resignations?
The amendment corrected an error in Item 5.02 regarding director resignations. It clarifies that, in addition to former sole officer and director Giorgi Loloshvili, directors Mariami Togonidze and Ani Vashakidze also resigned their positions with the company.
true Edits to item 5.02 0001985554 0001985554 2026-07-13 2026-07-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 13, 2026

 

LONDAX CORP.
.(Exact name of registrant as specified in its charter)

 

Wyoming   333-274140   35-2807931
(State or other jurisdiction
of incorporation)		   (Commission File Number)  

(IRS Employer

Identification No.)

 

201 E. Fifth Street, Suite 1900

Cincinnati, Ohio

  45202
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code (513) 766-9313

 

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:

 

Title of each class   Trading Symbols(s)   Name of each exchange on which registered
N/A   N/A   NA

 

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

 

On July 17, 2026, Londax Corp. (OTC: LDXC) (the “Company”) filed its Form 8-K (“Original Form 8-K”) to report, among other things, the entry into a definitive agreement and a change in control of the Company. However, the Original Form 8-K included an error in Item 5.02 regarding the resignation of the an additional two directors. All other Items of the Original 8-K remain unchanged. This Amendment No. 1 to the Form 8-K is filed to provide such corrective disclosure.

 

Except to the extent expressly set forth herein, this amended Form 8-K speaks as of the filing date of the Original Form 8-K and has not been updated to reflect events occurring subsequent to the original filing date. Accordingly, this amended Form 8-K should be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the filing of the Original Form 8-K.

 

Item 5.01 Changes in Control of Registrant.

 

As of July 13, 2026, Giorgi Loloshvili, the previous sole officer and director and primary shareholder of he Company, together with certain minority shareholders, entered into stock purchase agreements for the sale of 2,002,035 shares of Common Stock of the Company to Alpha Investment Inc. The purchase price was paid in several traunches beginning March 9, 2026, with the final payment occurring July 13, 2026, and as a result, the final closing is deemed to be July 13, 2026.

 

As a result of the acquisition, Alpha Investment Inc. holds approximately 76% of the issued and outstanding shares of Common Stock of the Company, and as such it is able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.

 

Also effective June 29, 2026, the previous sole officer and director of the company, Giorgi Loloshvili, resigned his positions with the Company. In addition, directors Mariami Togonidze and Ani Vashakidze, resigned their positions with the Company. Upon such resignations, Jon S. Cummings IV was appointed as Chief Executive Officer, Treasurer and Secretary, and Sole Director of the Company.

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(a).

 

The business background description of the newly appointed officer and director is as follows:

 

Jon S. Cummings IV, age 57, founded Omega Commercial Finance Corporation and has served as its Chief Executive Officer and Chairman throughout the past five years. He led Omega’s initial public listing in 2008.

 

In 2017, Omega Commercial Finance Corporation acquired Alpha Investment Inc., which became Omega’s commercial real estate lending subsidiary. Since September 2025, Mr. Cummings has served as Alpha’s Chief Executive Officer and director. His responsibilities have included corporate management, regulatory reporting, and strategic transactions.

 

Before forming Omega, Mr. Cummings spent approximately 17 years in the commercial construction industry in management roles involving project coordination, development, and financing activities.

 

Based on his experience in public-company management and strategic transactions, the Company believes that Mr. Cummings is qualified to serve as a director.

 

Item 8.01 Other Events.

 

Change in Address of Company

 

On July 13, 2026, the Company’s location and the location of the Company’s books and records has changed from Yiangou Potamiti 27, Limassol, Cyprus 3010, to 201 E. Fifth St. Suite 1900, Cincinnati, OH 45202.

 

 

 

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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.

 

  Londax Corp.
     
Date: August 5, 2026 By: /s/ Jon S. Cummings IV
    Name: Jon S. Cummings IV
    Title: CEO

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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