false
0001952853
0001952853
2026-09-28
2026-09-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): September 28, 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
September 28, 2026, Massimo Group (the “Company”) entered into a Strategic Business Outreach and Consulting Agreement (the
“Agreement”) with Acorn Management Partners, L.L.C. (the “Consultant”), pursuant to which the Consultant will
provide the Company with certain strategic business outreach, investor awareness, broker outreach, professional relations and related
consulting services.
The
Agreement has a term commencing on September 28, 2026 and ending on September 27, 2027, unless earlier terminated in accordance with
its terms. Under the Agreement, the Company will pay the Consultant cash compensation of $15,000 per month. The initial six-month period
of the engagement is divided into an initial three-month period and the remainder of such six-month period for purposes of determining
the Company’s payment obligations upon termination. In addition to the cash compensation, if the Company continues the engagement
beyond the initial six-month period, the Company will issue to the Consultant deferred equity compensation having an aggregate value
of $125,000, subject to an aggregate cap of 90,000 shares (the “Shares”) of the Company’s common stock. The Shares,
if and when issued, would be issuable in accordance with an exemption from registration pursuant to Rule 4(a)(2) of the Securities Act
of 1933, as amended.
The
Agreement also contains customary representations, warranties, covenants, confidentiality provisions, indemnification provisions and
termination rights. Either party may terminate the Agreement for convenience upon written notice, subject to the compensation provisions
described above.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01. |
Financial
Statement and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Strategic
Business Outreach and Consulting Agreement, dated September 28, 2026, between Massimo Group and Acorn Management
Partners L.L.C. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain identified information has been excluded from this Exhibit 10.1 because it is both (i) not material and (ii) the type of information
that the Company treats as private or confidential.
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:
September 30, 2026 |
|
|
| |
|
|
| |
MASSIMO
GROUP
|
| |
|
| |
By: |
/s/
Quenton Petersen |
| |
Name: |
Quenton
Petersen |
| |
Title: |
Chief
Executive Officer |
