Item 1.01. Entry into a Material Definitive Agreement.

As disclosed previously, on January 4, 2023, Addentax Group Corp. (the "Company") entered into a Securities Purchase Agreement (the "Original Purchase Agreement") with certain accredited investors identified therein (the "Investors") relating to a private placement by the Company of (1) senior secured convertible notes in the aggregate principal amount of $$16,666,666.66, and (2) warrants to purchase up to 16,077,172 shares of common stock of the Company, exercisable for a period of five years at an exercise price of $1.25, for consideration of a net proceed of $15,000,000 payable by the Investors to the Company.

On January 10, 2023, the Company entered into an amendment (the "Amendment", and the Original Purchase Agreement, as amended, the "Purchase Agreement") to the Original Purchase Agreement with each Investor in accordance with the terms of the Original Purchase Agreement. Under the Amendment, the original increase in the authorized shares of the Company from 50,000,000 to 150,000,000 was increased to 250,000,000.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, the form of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.





Item 9.01. Exhibits



(d) Exhibits.



Exhibit Number   Description

10.1               Form of Amendment No. 1 to Securities Purchase Agreement
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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