UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On April 29, 2024, Addentax Group Corp., a Nevada corporation (the “Company”) entered into two Private Placement Agreements (the “Agreement”) with certain individual investors (the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the investor 330,000 shares of its common stock, par value $0.001 per share, at a price of $0.98 per share (the “Common Stock”), resulting in aggregate gross proceeds to the Company of $646,800, which closed on the same day. The Agreement contains customary representations, warranties, covenants, conditions and indemnities for agreements of this type.
The foregoing description of the Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
On April 29, 2024, the Company issued a press release announcing the transaction (the “April 29 Release”). A copy of the April 29 Release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to the Agreement, the Company issued an aggregate of 660,000 unregistered shares of common stock to the Investors. The sale of the shares of common stock in accordance with the Agreement was made in reliance on the exemption from registration of Section 4(a)(2) of the Securities Act of 1933, as amended. A description of the Agreement is set forth above in Item 1.01 and is incorporated by reference herein as if fully set forth herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
| 10.1 | Private Placement Agreement, by and among the Company and Chai Hua dated as of April 29, 2024. |
| 10.2 | Private Placement Agreement, by and among the Company and Liu Lu dated as of April 29, 2024. |
| 99.1 | Press Release, dated April 29, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Addentax Group Corp. | ||
| Date: April 29, 2024 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| Chief Executive Officer | ||
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