Form 8-K

8-K — ADDENTAX GROUP CORP.

Accession: 0001493152-26-034814

Filed: 2026-07-27

Period: 2026-07-27

CIK: 0001650101

SIC: 7330 (SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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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): July 27, 2026

Addentax

Group Corp.

(Exact

name of registrant as specified in its charter)

Nevada

001-41478

35-2521028

(State

or other jurisdiction

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 ☐

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

1.01 Entry into a Material Definitive Agreement.

July 27, 2026, Addentax Group Corp. (the “Company”) entered into a Loan Conversion Agreement (the “Loan Conversion

Agreement”) with SEAH CHIA YEE (the “Lender”). Pursuant to the Loan Conversion Agreement, the Company agreed to convert

the outstanding principal amount of a loan made by the Lender to the Company in the amount of US$699,885, together with US$3,500 of accrued

and unpaid interest, into 146,539 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price

of US$4.80 per share. Upon the issuance of the Conversion Shares in accordance with the terms of the Loan Conversion Agreement, the loan

and all accrued interest thereon will be deemed fully satisfied, discharged and cancelled, and the Lender will have no further rights

or claims against the Company under the loan.

The

Loan Conversion Agreement contains customary representations and warranties of the Company and the Lender. The closing of the transaction

contemplated thereby is subject to the continued effectiveness of the required corporate approvals, the submission of a Listing of Additional

Shares notification to The Nasdaq Stock Market in accordance with applicable Nasdaq rules, and the absence of any law or order prohibiting

the consummation of the transaction contemplated by the Loan Conversion Agreement.

The

foregoing description of the Loan Conversion Agreement does not purport to be complete and is qualified in its entirety by reference

to the Loan Conversion Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item

3.02 Unregistered Sales of Equity Securities.

The

information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Conversion

Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the

“Securities Act”), provided by Regulation S promulgated thereunder. SEAH CHIA YEE is not a “U.S. person” (as

defined in Regulation S) and the issuance of the Conversion Shares will be made in an offshore transaction.

The

Conversion Shares will bear restrictive legends as required under the Securities Act.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

10.1

Loan Conversion Agreement dated July 27, 2026 by and between the Company and SEAH CHIA YEE

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:

July 27, 2026

By:

/s/

Hong Zhida

Hong

Zhida

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

LOAN

CONVERSION AGREEMENT

This

Loan Conversion Agreement (“Agreement”) is made and entered into on July 27, 2026 by and between Addentax Group Corp., a

Nevada company (the “Company”) and SEAH CHIA YEE (the “Lender”).

WHEREAS,

pursuant to that certain Loan Agreement dated May 31, 2026 (the “Loan Agreement”), the Company borrowed US$699,885 from the

Lender, and as of the date of this Agreement, the outstanding principal amount is US$699,885, together with accrued and unpaid interest

of US$3,500 (collectively, the “Loan”);

WHEREAS,

although the Loan has not yet matured in accordance with the Loan Agreement, the parties desire to convert the outstanding principal

and accrued interest under the Loan into shares of the Company’s common stock prior to its maturity;

WHEREAS,

the Board of Directors of the Company has approved the conversion of the Loan into shares of the Company’s common stock, and the

parties desire to convert the Loan into shares of the Company’s common stock in full satisfaction of the Loan upon the terms and

subject to the conditions set forth herein;

WHEREAS,

the parties have agreed that the Loan shall be converted into shares of the Company’s common stock at a conversion price of US$4.80

per share;

NOW

THEREFORE, in consideration of the mutual covenants, terms and conditions contained herein, the parties do hereby covenant, warrant

and agree as follows:

ARTICLE

LOAN

CONVERSION

1.01.

Loan. The parties acknowledge that, as of the date of this Agreement, the outstanding principal amount of the Loan is US$699,885,

together with accrued and unpaid interest in the amount of US$3,500, and that such amounts remain outstanding under the Loan Agreement.

1.02.

Conversion and Discharge of Loan. Subject to the terms and conditions of this Agreement, the Company shall issue to the Lender

146,539 shares of the Company’s common stock (the “Conversion Shares”) at a conversion price of US$4.80 per share,

in full satisfaction of the Loan.

1.03.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place on the date

on which all conditions to Closing set forth in Article IV have been satisfied or waived (the “Closing Date”). At the Closing,

the Company shall issue the Conversion Shares to the Lender, and, upon such issuance, the Loan shall automatically be deemed fully satisfied,

discharged and cancelled, and the Lender shall have no further rights or claims against the Company under the Loan or the Loan Agreement.

ARTICLE

REPRESENTATIONS

AND WARRANTIES OF COMPANY

of the date hereof, the Company hereby represents and warrants to the Lender as follows:

(i).

Good Standing. The Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation

and has all requisite corporate power and authority to own its properties and conduct its business.

(ii).

Corporate Authority. The Company has full corporate power and authority to execute and deliver this Agreement and to issue the

Conversion Shares in accordance with the terms of this Agreement. This Agreement has been duly authorized, executed and delivered by

the Company and constitutes its valid and binding obligation, enforceable against the Company in accordance with its terms, subject to

applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and general principles of equity. The

issuance of the Conversion Shares has been duly authorized and, when issued in accordance with this Agreement, the Conversion Shares

will be validly issued, fully paid and non-assessable.

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES AND

ACKNOWLEDGMENTS

BY LENDER

3.01.

As of the date hereof, Lender hereby represents and warrants to the Company as follows:

(i).

Investment Intent. The Lender is acquiring the Conversion Shares for its own account and not as nominee for any other person,

for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities

Act of 1933, as amended (the “Securities Act”).

(ii).

Corporate Information. Lender has received all information which he considers necessary or appropriate for deciding to make an

investment in the Company as contemplated herein.

(iii).

Authority. The Lender has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations

hereunder.

(iv).

Securities Law Documentation. The Lender agrees to execute and deliver such investor questionnaires, representations and other

documentation as the Company may reasonably request to establish the availability of the exemption from registration under the Securities

Act relied upon by the Company in connection with the issuance of the Conversion Shares, including, as applicable, an Accredited Investor

Questionnaire for purposes of Regulation D or a Regulation S Investor Questionnaire.

3.02.

Acknowledgments. Lender acknowledges and understands that:

(i).

The Conversion Shares are being issued in a transaction exempt from the registration requirements of the Securities Act, and have not

been registered under the Securities Act;

(ii).

The Conversion Shares may not be offered, sold, pledged or otherwise transferred except pursuant to an effective registration statement

under the Securities Act or an available exemption from the registration requirements of the Securities Act and applicable state securities

laws;

(iii).

The certificates representing the Conversion Shares, or any book-entry records evidencing the Conversion Shares, may bear a restrictive

legend substantially in the following form:

“THE

SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

THEY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”

ARTICLE

CONDITIONS

TO CLOSING

The

obligations of each party to consummate the Closing shall be subject to the satisfaction or waiver, on or prior to the Closing Date,

of the following conditions:

(i).

all required corporate approvals shall remain in full force and effect;

(ii).

the expiration or satisfaction of any applicable Nasdaq Listing of Additional Shares notification requirements; and

(iii).

no law, regulation, injunction or order shall prohibit the issuance of the Conversion Shares.

ARTICLE

ENTIRE

AGREEMENT, MODIFICATION, WAIVER AND HEADINGS

5.01.

Entire Agreement; Modification. This Agreement, including the exhibits and schedules, constitute the entire agreement between

the parties hereto pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations

and discussions among the parties, written or otherwise. No supplement, modification or waiver or termination of this Agreement shall

be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be

deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing

waiver unless otherwise expressly provided.

5.02.

Headings. Section captions or headings are included herein for convenience purposes only and are not to be construed as an accurate

description of the contents therein.

5.03.

Incorporation by Reference. The recitals, exhibits, schedules and documents referred to in this Agreement are incorporated herein

for all purposes.

5.04.

Counterparts; Governing Law. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures

delivered by electronic transmission (including PDF) shall be deemed effective as original signatures. This Agreement shall be governed

by and construed in accordance with the laws of the State of Nevada, without giving effect to any conflict of laws principles.

5.05.

Survival of Representations and Warranties. All representations, warranties, and covenants made by the parties herein shall survive

the execution of this Agreement and shall survive the Closing.

5.06.

Severability. If any provision of this Agreement is invalid, illegal or enforceable, the balance of this Agreement shall remain

in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons

and circumstances.

WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the date hereof.

Addentax Group Corp.

/s/ Hong Zhida

Hong Zhida

Chief Executive Officer

Lender

/s/ SEAH CHIA

YEE

SEAH CHIA YEE

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