XMax Inc. issues $5M 6% convertible note with $7.80 conversion

XMax Inc. reported that it has entered into a Convertible Promissory Note Purchase Agreement with Billiongold Holding Limited.

Rhea-AI Filing Summary

XMax Inc. reported that it has entered into a Convertible Promissory Note Purchase Agreement with Billiongold Holding Limited. Under this deal, XMax issued a $5,000,000 convertible promissory note that bears interest at 6% per year and matures 36 months after the purchase price is paid to the company.

The note allows the holder, at its option, to convert any outstanding principal and interest into XMax common stock at a fixed conversion price of $7.80 per share at any time until the balance is fully repaid. The security was sold under a Regulation S exemption, meaning it was offered outside the United States without SEC registration.

Insights

Capital structure and credit analyst

XMax raises $5M via 6% convertible note with 3-year term.

XMax Inc. has taken on a new funding source through a $5,000,000 convertible promissory note sold to Billiongold Holding Limited. The note carries a fixed 6% annual interest rate and a maturity 36 months after the purchase price is paid, adding a medium-term debt obligation to the balance sheet.

The note is convertible at the holder’s option into common stock at $7.80 per share, which introduces potential future equity issuance depending on the share price and the holder’s choices. Because the security was issued under Regulation S, it was placed offshore without SEC registration, which is a common structure for cross-border financing.

The overall impact depends on how much of the note is ultimately converted versus repaid in cash at maturity. Future disclosures in company filings may provide more detail on any conversions, repayments, or subsequent financing linked to this agreement.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did XMax Inc. (NVFY) announce in this 8-K?

XMax Inc. entered into a Convertible Promissory Note Purchase Agreement with Billiongold Holding Limited, issuing a $5,000,000 convertible promissory note.

What are the key terms of XMax Inc.’s new convertible promissory note?

The note has a $5,000,000 principal amount, bears 6% annual interest, matures 36 months after the purchase price is paid, and is convertible into common stock at $7.80 per share.

Who purchased the XMax Inc. convertible note and under what exemption?

The note was purchased by Billiongold Holding Limited and was issued under a Regulation S exemption from SEC registration.

When does XMax Inc.’s convertible note mature?

The note matures on the date that is 36 months from when the purchase price of the note is paid to XMax Inc.

How can the XMax Inc. convertible note be converted into common stock?

At the holder’s option, any outstanding principal and interest may be converted into XMax common stock at a fixed conversion price of $7.80 per share until the note is fully paid.

What stock exchange is XMax Inc. listed on and under what symbol?

XMax Inc.’s common stock is listed on the Nasdaq Stock Market under the trading symbol XWIN.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/21/2025 - 04:20 PM Learn about SEC filing dates

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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): November 18, 2025

XMax Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-36259		90-0746568
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

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))

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. ☐

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, par value $0.001 per share		XWIN		Nasdaq Stock Market

Item 1.01 Entry into a Definitive Material Agreement.

On November 18, 2025, XMax Inc., a Nevada company (the “Company”), entered into a Convertible Promissory Note Purchase Agreement (the “Agreement”) with Billiongold Holding Limited, a company incorporated under the law of Hong Kong (the “Purchaser”). Pursuant to the Agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $5,000,000 (the “Note”). The Note will mature on the date that is thirty-six (36) months from the date that the purchase price of the Note is paid to the Company (the “Maturity Date”). The Note bears interest at the rate of 6% per annum, which is payable on Maturity Date. Any outstanding principal and interest on the Note may be converted to the shares of common stock of the Company at the holder’s option at a conversion price of $7.80 per share at any time until the total outstanding balance of the Note is paid. The Note was sold to the Purchaser pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the complete text of each such document, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

See Item 1.01 above, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Convertible Promissory Note Purchase Agreement by and between XMax Inc. and Billiongold Holding Limited, dated November 18, 2025.
10.2		Convertible Promissory Note, issued by XMax Inc. to Billiongold Holding Limited.
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.

	XMax Inc.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer
Date: November 21, 2025