Addentax Group Corp.

Item 1.01 Entry into a Material Definitive Agreement. On July 28, 2026, Addentax Group Corp. (the “Company”) entered into a Private Placement Agreement (the “Private Placement Agreement”) with Pinnacle Partners Inc., a British Virgin Islands company (the “Investor”), pursuant to which the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase, 250,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), at a purchase price of $4.80 per share, for aggregate gross proceeds of approximately $1.2 million, in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement Agreement contains customary representations, warranties and covenants of the Company and the Investor. The closing of the private placement is subject to the satisfaction or waiver of customary closing conditions set forth in the Private Placement Agreement. The Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. The Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The foregoing description of the Private Placement Agreement does not purport to be complete and is qualified in its entirety by reference to the Private Placement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated thereunder. The Investor is not a “U.S. person” (as defined in Regulation S), and the issuance of the Shares is expected to occur in an offshore transaction in accordance with Regulation S. The Shares, when issued, will bear customary restrictive legends under the Securities Act.