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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 1934
Date
of Report (Date of earliest event reported): June 30, 2023
ADDENTAX
GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-41478 |
|
35-2521028 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
Kingkey
100, Block A, Room 4805
Luohu
District, Shenzhen City, China |
|
518000 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
Registrant’s
telephone number, including area code: |
|
+(86)
755 8233 0336 |
(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:
☐ |
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 |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
ATXG |
|
The
NASDAQ Stock Market LLC |
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.
Item
3.03 Material Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item
5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Charter
Amendment and Reverse Stock Split
On
June 8, 2023, pursuant to the authority granted by the Company’s stockholders’ approval of the reverse stock split proposal
pursuant to the 2023 Annual Meeting of Stockholders on March 20, 2023, the Board determined to effect a reverse stock split of the shares
of the Company’s common stock at a ratio of 1-for-10 (the “Reverse Stock Split”) and authorized the filing of a Certificate
of Amendment to the Company’s Articles of Incorporation (the “Amendment”), to effect the Reverse Stock Split. On June
9, 2023 and June 23, 2023, the Company filed the Certificate of Amendment and Certificate of Correction, respectively, with the Nevada
Secretary of State to effect the Reverse Stock Split. The Amendment became effective at 12:01 a.m. (Eastern Time) on June 30, 2023 (the
“Effective Time”).
As
a result of the Reverse Stock Split, every 10 shares of common stock outstanding immediately prior to the Effective Time were reclassified
and combined into one share of common stock, without any change in the par value of $0.001 per share or the total number of authorized
shares. Beginning with the opening of trading on June 30, 2023, the Company’s common stock was available for trading on the Nasdaq
Capital Market on a Reverse Stock Split adjusted basis with a new CUSIP number, 00653L301.
No
fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Stock Split. Stockholders
who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will receive one whole share of
common stock in lieu of such fractional share.
The
text of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the
Certificate of Amendment and Certificate of Correction filed stamped by the Nevada Secretary of State is filed as Exhibit 3.2 and 3.3,
respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
The
Company’s transfer agent, Transfer Online, Inc., is acting as the exchange agent for the Reverse Stock Split. Stockholders who
hold their shares in book-entry form or in “street name” (i.e., through a broker, bank or other holder of record) are not
required to take any action. The Reverse Stock Split will affect all shareholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would result in a stockholder owning
a fractional share.
The
foregoing description of the Amendment and does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. A copy of the full text of the
Amendment, stamped by the Nevada Secretary of State, is also filed as Exhibit 3.2 and 3.3 to this Current Report on Form 8-K.
Item
7.01 Regulation FD
On
June 29, 2023, the Company issued a press release regarding the Reverse Stock Split. A copy of the press release is furnished as Exhibit
99.1 to this Form 8-K and is incorporated by reference herein.
Item
9.01. Exhibits
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
Addentax
Group Corp. |
|
|
|
|
By: |
/s/
Hong Zhida |
|
Name: |
Hong
Zhida |
|
Title: |
Chief
Executive Officer |
Dated:
June 30, 2023
Exhibit 3.1
Exhibit 3.2
Exhibit 3.3
Exhibit 99.1
Addentax
Group Corp. Announces 1-for-10 Reverse Share Split
SHENZHEN,
China, June 29, 2023 /PRNewswire/ — Addentax Group Corp. (“Addentax” or the “Company”) (Nasdaq: ATXG),
an integrated service provider focusing on garment manufacturing, logistics service, property management and subleasing, today announced
that the Company’s board of directors exercised its discretion to effect a 1-for-10 reverse split of its common stock shares (“Reverse
Stock Split”) on June 8, 2023 and is expected to become effective on June 30, 2023.
Upon
the effectiveness of the reverse share split, Addentax shareholders will receive one new common stock share of Addentax for every ten
shares they hold. Addentax’s common stock shares are expected to begin trading on a split-adjusted basis when the market opens
on June 30, 2023.
The
reverse share split is expected to lead Addentax’s common stock shares to trade at approximately ten times the price per share
at which it trades prior to the effectiveness of the reverse share split. Addentax, however, cannot assure that the price of its common
stock shares after the reverse split will reflect the 1-for-10 reverse split ratio, that the price per share following the effective
time of the reverse split will be maintained for any period of time, or that the price will remain above the pre-split trading price.
As
of June 29, 2023, there were 37,395,420 of Addentax’s common stock outstanding. Effecting the Reverse Stock Split will reduce that
amount to 3,739,542.
Treatment
of Restricted Shares
The
number of common stock shares into which Addentax’s outstanding restricted shares will be proportionally adjusted to reflect the
reverse split.
Fractional
Shares
Any
fractional shares that would have resulted because of the Reverse Split will be rounded up to the nearest whole share.
New
Stock Certificates
Addentax
will adopt a new stock certificate in connection with the implementation of the reverse share split. Addentax’s transfer agent,
Transfer Online, Inc., will manage the exchange of share certificates. Shareholders of record will receive a letter of transmittal providing
instructions for the exchange of their old certificates as soon as practicable following the effectiveness of the reverse split. Shareholders
should not send in their old stock certificates until they receive a letter of transmittal from Transfer Online, Inc. Shareholders who
hold their shares through a securities broker or nominee (i.e., in “street name”) will be contacted by their brokers or nominees
with any instructions.
For
more information, shareholders and securities brokers should contact Transfer Online, Inc. at +1 (503) 227-2950.
About
Addentax Group Corp.
Addentax
Group Corp. is an integrated service provider specializing in garment manufacturing, logistics services, property management, subleasing,
and epidemic prevention supplies. Its apparel manufacturing business includes sales to wholesalers and is based in China. The logistics
business, which includes delivery and express services, covers 79 cities in 7 provinces and 2 municipalities in China. The property management
and subleasing business provides relevant services to clothing wholesalers and retailers in the apparel market. The epidemic prevention
supplies business includes manufacturing and distributing quarantine products, as well as reselling supplies purchased from the third
parties in domestic and overseas markets. More information please visit the website: https://www.addentax.com/.
Safe
Harbor Statement
All
statements other than statements of historical fact in this announcement are forward-looking statements in nature within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks and uncertainties
and are based on current expectations and projections about future events and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy and financial needs. Words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “is/are likely to” or other similar expressions are
intended to identify such forward-looking statements. The Company undertakes no obligation to update forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company
believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to consider risk factors, including those described in the Company’s filings with the SEC, that may affect
the Company’s future results. All forward-looking statements attributable to the Company and its subsidiaries or persons acting
on their behalf are expressly qualified in their entirety by these risk factors. The forward-looking events discussed in this press release
and other statements made from time to time by us or our representatives, may not occur, and actual events and results may differ materially
and are subject to risks, uncertainties, and assumptions about us. We are not obligated to publicly update or revise any forward-looking
statement, whether as a result of uncertainties and assumptions, the forward-looking events discussed in this press release and other
statements made from time to time by us or our representatives might not occur.
Company
Contact:
Addentax
Group Corp.
Phone:
+ (86) 755 86961 405
Investor
Relations Contact:
Sherry
Zheng
Weitian
Group LLC
1-718-213-7386
shunyu.zheng@weitian-ir.com
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