Form 8-K

8-K — ADDENTAX GROUP CORP.

Accession: 0001493152-26-013202

Filed: 2026-03-27

Period: 2026-03-24

CIK: 0001650101

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

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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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): March 24, 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

5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

March 24, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Addentax Group

Corp. (the “Company”), pursuant to the Company’s 2024 Equity Incentive Plan (the “Plan”), approved

awards of fully vested shares of the Company’s common stock to certain executive officers. Specifically, the Compensation

Committee approved an award of 1,000,000 shares to Wu Rui, the Company’s Chief Operating Officer, and an award of 183,335

shares to Hong Zhida, the Company’s President, Chief Executive Officer, Secretary and Director (collectively, the

“Grants”).

The

grant date for the Grants is expected to be April 8, 2026, and the Grants will be fully vested and non-forfeitable

as of such date. As previously reported in the Company’s Current Report on Form 8-K filed on March 26, 2026, the Company

expects its 1-for-15 reverse stock split to be effective as of March 30, 2026 (the “Reverse Stock Split”). The number of

shares subject to the Grants will be proportionately adjusted to give effect to the Reverse Stock Split.

The

Grants were made as part of the Company’s overall compensation program and in recognition of the recipients’ services to

the Company.

The

Grants are subject to the terms and conditions of the Plan and the Company’s Share Award Agreement, a form of which is filed as

Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Grants and

the Share Award Agreement is qualified in its entirety by reference to the full text of such documents.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

10.1

Form of Share Award Agreement under Addentax Group Corp. 2024 Equity Incentive Plan.

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:

March 27, 2026

By:

/s/

Hong Zhida

Hong

Zhida

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

ADDENTAX

GROUP CORP.

Award Agreement

This

Share Award Agreement (this “Agreement”) is made as of [ ], 2026, between [ ] (the “Recipient”) and Addentax

Group Corp. (the “Company”).

consideration of the mutual promises and covenants contained in this Agreement, and for other valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Award of Shares. Subject to the terms and conditions hereinafter set forth and the terms and conditions of The 2024 Equity Incentive

Plan of Addentax Group Corp., as it may be amended from time to time (the “Plan”), the Company hereby awards to the Recipient,

effective as of the date of this Agreement (the “Grant Date”), [ ] of its shares of common stock, par value $0.001 per share

(“Common Stock”). The shares of Common Stock so awarded are hereinafter referred to as the “Shares,” which term

shall also include any shares of the Company issued to the Recipient by virtue of his or her ownership of the Shares, by share dividend,

share split or combination, recapitalization or otherwise.

Vesting; Forfeiture of Shares. The Company hereby confirms that the Shares are 100% vested and non-forfeitable as of the Grant

Date.

Legends. The Shares awarded under this Agreement may bear or contain, as applicable, such legends and notations as may be required

by the Plan or the Company’s certificate of incorporation, any applicable supplement thereto or bylaws, each as in effect from

time to time, or as the Company may otherwise determine appropriate.

Promptly

following the request of the Recipient with respect to any Shares (or any other shares of Common Stock previously awarded to the Recipient),

the Company shall take, at its sole cost and expense, all such actions as may be required to permit the Recipient to sell such shares

including, as applicable and without limitation, providing to the Company’s transfer agent certificates of officers of the Company,

and opinions of counsel and/or filing an appropriate registration statement, and taking all such other actions as may be required to

remove the legends set forth above with respect to transfer and vesting restrictions from the certificates evidencing such shares and,

if applicable, from the share books and records of the Company. The Company shall reimburse the Recipient, promptly upon the receipt

of a request for payment, for all expenses (including legal expenses) reasonably incurred by the Recipient in connection with the enforcement

of the Recipient’s rights under this paragraph.

Tax Withholding. To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred

by the Recipient by reason of an award of shares of Common Stock, and the Recipient agrees that he or she shall upon the request of the

Company pay to the Company an amount sufficient to satisfy his or her tax withholding obligations . The Company shall have the right,

in its sole discretion, to satisfy any such tax withholding obligations by withholding a number of Shares otherwise deliverable to the

Recipient having a fair market value equal to the amount required to be withheld.

Miscellaneous.

(a)

Amendments. Neither this Agreement nor any provision hereof may be changed or modified except by an agreement in writing executed

by the Recipient and the Company; provided, however, that any change or modification that does not materially adversely affect the rights

hereunder of the Recipient, as they may exist immediately prior to the effective date of such change or modification, may be adopted

by the Company without an agreement in writing executed by the Recipient, and the Company shall give the Recipient written notice of

such change or modification reasonably promptly following the adoption of such change or modification.

(b)

Binding Effect of the Agreement. This Agreement shall inure to the benefit of, and be binding upon, the Company, the Recipient

and their respective estates, heirs, executors, transferees, successors, assigns and legal representatives.

(c)

Provisions Separable. In the event that any of the terms of this Agreement shall be or become or is declared to be illegal or

unenforceable by any court or other authority of competent jurisdiction, such terms shall be null and void and shall be deemed deleted

from this Agreement, and all the remaining terms of this Agreement remain in full force and effect.

(d)

Notices. Any notice in connection with this Agreement shall be deemed to have been properly delivered if it is in writing and

is delivered by hand or by facsimile or sent by registered certified mail, postage prepaid, to the party addressed as follows, unless

another address has been substituted by notice so given:

the Recipient:

the Recipient’s address as set forth on the signature page hereof.

the Company:

Addentax

Group Corp.

Kingkey

100, Block A, Room 4805

Luohu

District, Shenzhen City

China

518000

Attn:

Secretary

(e)

Construction. The headings and subheadings of this Agreement have been inserted for convenience only, and shall not affect the

construction of the provisions hereof. All references to sections of this Agreement shall be deemed to refer as well to all subsections

which form a part of such section.

(f)

Employment Agreement. This Agreement shall not be construed as an agreement by the Company or any Affiliate of the Company to

employ the Recipient, nor is the Company or any Affiliate of the Company obligated to continue employing the Recipient by reason of this

Agreement or the award of the Shares to the Recipient hereunder.

(g)

Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without giving

effect to the principles of conflicts of law of such state.

(h)

Binding Arbitration. Any disputes regarding this Agreement, any award or vesting of shares of Common Stock and/or any related

matters shall be settled by binding arbitration in accordance with any Mutual Agreement to Resolve Disputes and Arbitrate Claims between

the Recipient and the Company. In the absence of such an agreement, any such claims or disputes shall be resolved through binding arbitration

before one arbitrator conducted under the rules of JAMS in New York, New York.

(i)

Clawback. Notwithstanding any other provision of this Agreement, the Shares (and any proceeds from the sale thereof) shall be

subject to any clawback or recoupment policy adopted by the Company to comply with applicable law (including the Dodd-Frank Wall Street

Reform and Consumer Protection Act) and the rules of any national securities exchange on which the Company’s securities are listed.

(j)

Insider Trading Compliance. The Recipient’s right to sell or transfer the Shares is subject to the Company’s Insider

Trading Policy, as in effect from time to time, including any applicable blackout periods or pre-clearance requirements.

WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed under seal, as of the date

first above written.

ADDENTAX

GROUP CORP.

By:

Name:

Zhida

Hong

Title:

Chief

Executive Officer

RECIPIENT:

[ ]

Address:

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