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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): June 23, 2026
Massimo
Group
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41994 |
|
92-0790263 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3101
W Miller Road
Garland,
TX 75041
(Address
of Principal Executive Offices) (Zip Code)
(877)
881-6376
(Registrant’s
Telephone Number, Including Area Code)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock $0.001 per share |
|
MAMO |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item
1.01 |
Entry
into a Material Definitive Agreement. |
On
June 23, 2026, Massimo Group, as borrower (the “Company”), entered into a loan agreement (the
“Loan Agreement”) with David Shan, the Company’s Executive Chairman of the Board of Directors, as lender, pursuant
to which the Company can borrow up to $4 million (the “Loan”) over a one year period to allow the Company to pursue strategic
growth initiatives, including the development, testing, commercialization and advancement of technology-enabled products, intelligent
security solutions, autonomous mobility applications and related business activities.
The
Loan bears interest of 4%, payable monthly in arrears, with the aggregate principal amount of all advances made under the Loan Agreement,
together with any remaining accrued and unpaid interest thereunder, to be repaid by the Company in full on June 22, 2027, subject to
earlier termination or extension as provided in the Loan Agreement.
The
Loan Agreement contains customary affirmative and negative covenants with respect to the Company, including, among other things, compliance
with laws, corporate existence, no conflicts, restrictions on the number of advances, and other customary covenants. These covenants
are subject to a number of limitations and exceptions as provided in the Loan Agreement. Additionally, the Loan Agreement contains customary
events of default, bankruptcy and insolvency, and remedies provisions.
The
Company’s obligations under the Loan Agreement are unsecured.
The
description of the Loan Agreement contained in this Item 1.01 is qualified in its entirety by reference to the complete text of the Loan
Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K.
On
June 24, 2026, the Company published a press release announcing its entry into the Loan Agreement, along with its termination
of a previously announced letter of intent. The Company’s press release is furnished herewith as Exhibit 99.1.
The
information provided in this Item 8.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such
a filing.
| Item
9.01. |
Financial
Statement and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Loan Agreement, dated June 23, 2026, between Massimo Group and David Shan |
| 99.1 |
|
Press
Release, dated June 24 , 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated:
June 24, 2026 |
|
| |
|
|
| MASSIMO
GROUP |
|
| |
|
|
| By: |
/s/
Quenton Petersen |
|
| Name:
|
Quenton
Petersen |
|
| Title: |
Chief
Executive Officer |
|
Exhibit
99.1
Massimo
Group Secures Up to US$4 Million in Controlling Shareholder Funding to Accelerate Intelligent Patrol Systems Development and Terminates
Previously Announced FST Acquisition
Company
Will No Longer Pursue Previously Contemplated Stock-Based Acquisition Structure and Will Focus on Advanced Security Technologies, Autonomous
Patrol Platforms and AI-Enabled Security Solutions
GARLAND,
Texas, June 24, 2026 — Massimo Group (NASDAQ: MAMO) (“Massimo” or the “Company”), a manufacturer
and distributor of powersports vehicles, UTVs, ATVs and innovative mobility solutions, today announced that it has terminated its previously
announced proposed acquisition of FST Development Company Limited (“FST”), originally disclosed on February 3, 2026.
Under
the previously contemplated transaction structure, a portion or all of the acquisition consideration could have been satisfied through
the issuance of Company shares. Following a comprehensive review of the Company’s strategic priorities, capital allocation plans
and recent internal development progress, the Company has elected not to proceed with the proposed acquisition and will no longer pursue
the previously contemplated stock-based acquisition structure.
Over
the past several months, the Company’s internal development programs and strategic development partnerships have achieved significant
progress across multiple advanced security technology initiatives, including intelligent patrol systems, autonomous patrol vehicle platforms,
drone-assisted security technologies, AI-powered command and monitoring platforms, and related intelligent security solutions. These
developments have strengthened management’s confidence in the Company’s internal technology roadmap and reduced the need
to pursue external acquisitions to obtain similar capabilities.
To
support the Company’s disciplined capital allocation strategy while preserving operating flexibility, the Company’s controlling
shareholder made the decision to provide up to US$4 million in funding support to accelerate the Company’s internal development
programs focused on intelligent patrol systems, autonomous security technologies, AI-powered monitoring platforms and related next-generation
security solutions.
The
funding is expected to support product development, testing, optimization, pilot deployments, commercialization efforts and continued
technology advancement across the Company’s intelligent security platform initiatives.
Quenton
Petersen, Chief Executive Officer of Massimo Group, commented:
“Our
internal development initiatives have advanced significantly over the past several months. After evaluating multiple strategic alternatives,
we believe focusing on our existing intelligent patrol and advanced security technology programs is the best path forward for Massimo
and its shareholders.
The
commitment from our controlling shareholder reflects confidence in our technology roadmap, development progress and long-term growth
opportunities. With this support, we will focus on product development, commercialization and market expansion while maintaining disciplined
capital allocation.”
Importantly,
Massimo is not starting from zero. The Company already has an established nationwide sales network, dealer relationships, distribution
channels, operational infrastructure, and manufacturing capabilities across the United States. With its commercial platform already in
place, management believes the most efficient path forward is to enhance and expand that platform through advanced security technologies,
intelligent patrol systems, autonomous mobility solutions, and AI-enabled security applications.
About
Massimo Group
Massimo
Group (NASDAQ: MAMO) is a U.S.-based provider of utility-focused powersports vehicles, recreational products and marine equipment. The
Company delivers feature-rich products through a nationwide distribution and service network and is focused on expanding its platform
through product innovation, operational execution and scalable channel development across consumer and commercial markets.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some
cases, forward-looking statements can be identified because they contain words such as “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “may,” “predict,” “project,”
“target,” “potential,” “seek,” “will,” “would,” “could,” “should,”
“continue,” “contemplate,” “plan,” and other words and terms of similar meaning.
These
statements include, but are not limited to, statements regarding future business strategies, the termination of the previously announced
proposed acquisition of FST Development Company Limited, the Company’s decision not to pursue the previously contemplated stock-based
acquisition structure, controlling shareholder funding support, product development, testing, pilot deployments, commercialization efforts,
intelligent patrol systems, autonomous security technologies, AI-powered monitoring platforms, related next-generation security solutions,
channel development, commercial expansion, intelligent automation initiatives and operational improvements.
Forward-looking
statements are subject to risks, uncertainties, and assumptions that could cause actual results to differ materially from those expressed
or implied by such statements, including those under “Risk Factors” in filings with the SEC made by Massimo. Readers are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes
no obligation to update or revise any forward-looking statements, except as required by law.
Company
Contact
Quenton
Petersen
CEO
Massimo Group
ir@massimomotor.com
