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.



Exhibit No.   Description
    1.1         Underwriting Agreement dated August 30, 2022 by and between the
              Company and Network 1 Financial Securities, Inc.
    4.1         Form of Underwriter's Warrant
   99.1         Press Release dated August 30, 2022
   99.2         Press Release dated September 2, 2022
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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