ATXG Addentax Group Corporation

 

 

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

 

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:

 

☐	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.

 

Exhibit Number		Description
3.1		Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp. for 1-for-10 Reverse Stock Split
3.2		Filed Stamped copy of the Certificate of Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp. for 1-for-10 Reverse Stock Split
3.3		Filed Stamped copy of Certificate of Correction to the Certificate of Amendment to the Articles of Incorporation, as amended, of Addentax Group Corp. for 1-for-10 Reverse Stock Split
99.1		Press Release.
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 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

 

v3.23.2

Cover	Jun. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--03-31
Entity File Number	001-41478
Entity Registrant Name	ADDENTAX GROUP CORP.
Entity Central Index Key	0001650101
Entity Tax Identification Number	35-2521028
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Kingkey 100, Block A
Entity Address, Address Line Two	Room 4805
Entity Address, Address Line Three	Luohu District
Entity Address, City or Town	Shenzhen City
Entity Address, Country	CN
Entity Address, Postal Zip Code	518000
City Area Code	+(86)
Local Phone Number	755 8233 0336
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	ATXG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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