Current Report Filing (8-k)
September 02 2022 - 11:14AM
Edgar (US Regulatory)
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2022-08-30
2022-08-30
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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): August
30, 2022
ADDENTAX
GROUP CORP.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-206097 |
|
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
1.01 Entry Into a Material Definitive Agreement
On
August 30, 2022, Addentax Group Corp.(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Network 1 Financial Securities, Inc. (the “Representative”), as representative of the underwriters named therein (the
“Underwriters”), in connection with the Company’s public offering. The Company previously filed a form of underwriting
agreement as an exhibit to its Registration Statement on Form S-1 (File No. 333-230943) (as amended and supplemented, the “Registration
Statement”). On August 30, 2022, the Company announced the pricing of its public offering of 5,000,000 shares of common stock for
a price of $5.00 per share. The Company also granted the Underwriters a 45-day option to purchase up to 750,000 additional shares of
the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments, if any, in connection
with the public offering.
The
public offering closed on September 2, 2022 and was made pursuant to the Registration Statement, which was declared effective by the
Securities and Exchange Commission (the “SEC”) on August 11, 2022 under the Securities Act of 1933, as amended (the “Securities
Act”). A final prospectus describing the terms of the public offering was filed with the SEC on September 1, 2022 and is available
on the SEC’s website located at http://www.sec.gov.
In
connection with the closing of the public offering, the Company issued to the Representative, and/or its permitted designees, as a portion
of the underwriting compensation payable to the Representative, warrants to purchase 500,000 shares of common stock, equal to 10% of
the number of shares of common stock sold in the public offering, at an exercise price of $6.50, equal to 130% of the public offering
price in the offering (the “Underwriter’s Warrants”). The Underwriter’s Warrants are exercisable for a period
of five years, commencing after the closing of the offering.
The
net proceeds to the Company from its public offering are approximately $23.25 million, after deducting underwriting commissions and offering
expenses, and assuming no exercise of the over-allotment option. The Company intends to use the net proceeds from its public offering
for purchase and sale of raw materials and developing its own brands, including working capital and general corporate purposes.
This
Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, such as statements related to the
use of proceeds from the public offering, as well as other risks detailed from time to time in the Company’s filings with the SEC.
Copies
of the Underwriting Agreement and the Underwriter’s Warrant are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K
and are incorporated herein by reference. The foregoing description of the Underwriting Agreement and the Underwriter’s Warrant
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement and
the Underwriter’s Warrant.
Item
8.01 Other Events
On
August 31, 2022, in connection with the offering described in Item 1.01, the Company’s common stock began trading on The Nasdaq
Capital Market (“Nasdaq”) under the trading symbols “ATXG”.
On
August 30, 2022, the Company issued a press release announcing the pricing of the public offering and the uplisting to Nasdaq. The Company
issued a press release on September 2, 2022 announcing the closing of the offering. Copies of the press releases are attached as Exhibits
99.1 and 99.2 hereto and are incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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:
September 2, 2022 |
By: |
/s/
Hong Zhida |
|
Name: |
Hong
Zhida |
|
Title: |
Chief
Executive Officer |
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