Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 28, 2026, Addentax Group Corp. (the "Company") entered into a private placement agreements (collectively, the "Private Placement Agreements") with Mr. Chan Kai Sang (the "Investors"), pursuant to which the Company agreed to issue and sell an aggregate of 520,834 shares of its common stock, at a purchase price of $4.80 per share, for aggregate gross proceeds of approximately $2.5 million (the "Private Placement"). The Company intends to use the net proceeds from the Private Placement for general corporate purposes, including working capital and potential strategic investments.

The Private Placement Agreements contain customary representations, warranties and covenants of the Company and the Investors. The closing of the Private Placement is subject to the satisfaction or waiver of customary closing conditions set forth in the Private Placement Agreements.

The shares of common stock to be issued pursuant to the Private Placement Agreements are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (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 Agreements does not purport to be complete and is qualified in its entirety by reference to the Private Placement Agreements, copies of which are 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 of common stock to be issued pursuant to the Private Placement Agreements 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 Investors are not "U.S. persons" (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.