8-K - ATXG - Equibles

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

AddentaxGroup Corp.

(Exact name of registrant as specified in its charter)

Nevada	001-41478	35-2521028
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
Kingkey 100, Block A, Room 4805,<br><br> <br>Luohu District, Shenzhen City, China	518000
---	---
(Address<br> of principal executive offices)	(Zip<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, par value $0.001 per share	ATXG	Nasdaq<br> 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 ☐

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. ☐

Item5.02 Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On 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.

Item9.01 Financial Statements and Exhibits.

Exhibit No.
10.1	Form of Share Award Agreement under Addentax Group Corp. 2024 Equity Incentive Plan.
104	Cover<br> 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<br> Group Corp.
Date:<br> March 27, 2026	By:	/s/ Hong Zhida
		Hong<br> Zhida
		Chief<br> Executive Officer

Exhibit10.1

ADDENTAXGROUP CORP.

ShareAward Agreement

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

In 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:

1. 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.

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

3. 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.

4. 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.

5. 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:

To<br> the Recipient:	To<br> the Recipient’s address as set forth on the signature page hereof.
To<br> the Company:	Addentax<br> Group Corp.
	Kingkey<br> 100, Block A, Room 4805
	Luohu<br> District, Shenzhen City
	China<br> 518000
	Attn:<br> 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.

IN 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<br> GROUP CORP.
By:
Name:	Zhida<br> Hong
Title:	Chief<br> Executive Officer
RECIPIENT:
[ ]
Address: