Galaxy Payroll Group Ltd 6-K, filed Sep 12, 2025
Galaxy Payroll Group Ltd (GLXG)
About this 6-K
Galaxy Payroll Group Ltd filed this 6-K on September 12, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2025
Commission File Number: 001-42269
Galaxy Payroll Group Limited
25th Floor, Ovest,
77 Wing Lok Street,
Sheung Wan, Hong Kong
+852 3105 2611
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Amendment to the Securities Purchase Agreement
As previously disclosed, on July 11, 2025, Galaxy Payroll Group Limited (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain entities named therein (each an “Investor,” and collectively, the “Investors”). Pursuant to the Purchase Agreement, the Investors agreed to subscribe, and the Company agreed to issue and sell an aggregate of 15,000,000 Class A ordinary shares, each with a par value of US$0.000625, through a private investment in public equity, at a price of US$0.33 per Class A Ordinary Share.
On September 12, 2025, the Company entered into a certain amendment (the “Amendment”) to the Purchase Agreement in accordance with the terms of the Purchase Agreement. Pursuant to the Amendment, the Company and the Investor agreed to amend and restate that (i) the par value of the Company’s ordinary shares is revised to $0.00625, resulting from the Company’s 1-for-10 share consolidation effected on September 8, 2025 (the “Share Consolidation”); (ii) the purchase price is revised to $0.2178 per share (equivalent to $2.178 after the Share Consolidation), being 60% of the listed closing price of the Company’s ordinary shares on September 5, 2025.
The foregoing descriptions of the Amendment are summaries of the material terms of such agreement, do not purport to be complete and are qualified in their entirety by reference to the Form of the Amendment, which are furnished hereto as Exhibits 10.1.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GALAXY PAYROLL GROUP LIMITED | ||
| By: | /s/ Wai Hong Lao | |
| Name: | Wai Hong Lao | |
| Title: | Chief Executive Officer | |
Date: September 12, 2025
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EXHIBIT INDEX
| Exhibit No. | Exhibit | |
| 10.1 | Form of First Amendment to Securities Purchase Agreement |
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Exhibit 10.1
First Amendment to SECURITIES PURCHASE AGREEMENT
This FIRST Amendment to SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of September 12, 2025 (the “Signing Date”), is entered into by and among Galaxy Payroll Group Limited, a company with limited liability incorporated in the British Virgin Islands (the “Company”), and the entities listed on the schedule of investors updated and attached hereto as Schedule I (as updated from time to time) (each an “Investor” and collectively, the “Investors”).
W I T N E S E T H:
WHEREAS, the Investors and the Company (collectively, the “Parties”) entered into that certain Securities Purchase Agreement dated as of July 11, 2025 (the “Securities Purchase Agreement”);
WHEREAS, the Company effected a 1-for-10 share consolidation on September 8, 2025 (the “Share Consolidation”); and
WHEREAS, the Parties hereto wish to make certain amendments to the Securities Purchase Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement.
2. Amendment. Pursuant to the provisions of Section 12.5 of the Securities Purchase Agreement, the Securities Purchase Agreement is hereby amended as follows:
(a) Par Value of the Company’s Ordinary Shares. Section 2.6 of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“2.6 ‘Ordinary Share’ means the Company’s class A ordinary share, $0.00625 par value.”
(b) Purchase Price. Section 2.20 of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“2.20 ‘Purchase Price’ means $0.2178 per Share (equivalent to $2.178 after the Share Consolidation), being 60% of the listed closing price of the Company’s Ordinary Shares on September 5, 2025.”
3. No Other Amendments; Effect of Amendment. Except for the amendments expressly set forth in this Amendment, the Securities Purchase Agreement shall remain unchanged and in full force and effect. This Amendment shall form a part of the Securities Purchase Agreement for all purposes, and the Parties shall be bound hereby. From and after the execution of this Amendment by the parties hereto, any reference to the Securities Purchase Agreement shall be deemed a reference to the Securities Purchase Agreement as amended hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the Parties.
4. Governing Law; Waiver of Jury Trial; Submission to Jurisdiction. Section 12.9 of the Securities Purchase Agreement is incorporated by reference herein to apply with full force to any disputes arising under this Amendment.
5. Further Assurance. Each party hereto shall execute and deliver such documents and take such action, as may reasonably be considered within the scope of such party’s obligations hereunder, necessary to effectuate the transactions and matters contemplated by this Amendment.
[The remainder of this page intentionally left blank; signature pages to follow]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.
INVESTOR:
| Signature: | ||
| Name: | ||
| Title: |
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
Company:
Galaxy Payroll Group Limited
| By: | ||
| Name: | ||
| Title: |
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SCHEDULE I
SCHEDULE OF INVESTORS
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