XMax Inc. private placement of $31,122,000

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Form Type

8-K

Rhea-AI Filing Summary

XMax Inc. entered into Securities Purchase Agreements with six non-U.S. investors to sell 8,550,000 shares of common stock at $3.64 per share, for an aggregate private placement of $31,122,000 under Regulation S. The company states it had 63,602,326 common shares issued as of April 29, 2026.

Insights

XMax raises $31.1M through a sizable offshore equity private placement.

XMax Inc. is using a Regulation S private placement to sell 8,550,000 common shares at $3.64 each, bringing in gross proceeds of $31,122,000 from six non-U.S. investors. This is a direct equity issuance rather than a resale by existing holders.

The filing notes 63,602,326 common shares issued as of April 29, 2026, so the new issuance is meaningful relative to the existing share base. This structure provides cash to the company but increases the number of shares outstanding, which can dilute existing shareholders’ ownership percentages.

The Agreements are documented in Exhibit 10.1, with the transaction described as a “Material Definitive Agreement,” highlighting its importance for the company’s capital structure. Subsequent company filings may provide more detail on how the new capital is deployed and any related strategic initiatives.

8-K Event Classification

3 items: 1.01, 3.02, 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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Private placement shares: 8,550,000 shares Purchase price per share: $3.64 per share Aggregate offering price: $31,122,000 +1 more

4 metrics

Private placement shares 8,550,000 shares Common stock sold to six non-U.S. investors

Purchase price per share $3.64 per share Price for private placement common stock

Aggregate offering price $31,122,000 Total gross proceeds from private placement

Shares issued as of April 29, 2026 63,602,326 shares Common stock issued as of April 29, 2026

Key Terms

Securities Purchase Agreements, Regulation S, Material Definitive Agreement, emerging growth company, +1 more

5 terms

Securities Purchase Agreements financial

"entered into Securities Purchase Agreements (the “Agreements”) with six non-U.S. investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

Regulation S regulatory

"completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On April 24, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

emerging growth company regulatory

"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities Please see the disclosure"

FAQ

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

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

XMax Inc. disclosed it entered Securities Purchase Agreements with six non-U.S. investors to sell 8,550,000 common shares. The transaction is a private placement under Regulation S, treated as a material definitive agreement affecting the company’s capital structure and liquidity profile.

How many XMax Inc. (NVFY) shares are being sold and at what price?

The company agreed to sell 8,550,000 shares of its common stock at a purchase price of $3.64 per share. These shares are issued directly by XMax Inc. to six non-U.S. investors in a private placement transaction conducted pursuant to Regulation S under the Securities Act.

What is the total dollar amount of XMax Inc.’s (NVFY) private placement?

The aggregate offering price of the private placement is $31,122,000, based on 8,550,000 common shares at $3.64 each. This amount represents gross proceeds to the company before any related costs or expenses associated with completing the transaction and documentation.

Under which securities law exemption is XMax Inc. (NVFY) issuing these shares?

The private placement will be completed pursuant to the exemption from registration provided by Regulation S under the Securities Act of 1933. Regulation S allows offerings made outside the United States to non-U.S. investors, subject to its specific conditions and limitations described in the rule.

How many XMax Inc. (NVFY) common shares were issued as of April 29, 2026?

XMax Inc. states it had 63,602,326 shares of common stock issued as of April 29, 2026. This figure provides a baseline for understanding the company’s existing equity base before considering the impact of the additional 8,550,000 shares issued in the private placement.

Who are the investors in XMax Inc.’s (NVFY) private placement?

The filing describes the investors as six non-U.S. investors collectively referred to as the Purchasers. Individual names or further details about these Purchasers are not listed in the excerpt, but their relationship is governed by Securities Purchase Agreements filed as Exhibit 10.1.

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

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Accepted by SEC EDGAR 04/29/2026 - 04:45 PM

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): April 24, 2026

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 Material Definitive Agreement

On April 24, 2026, XMax Inc. (the “Company”) entered into Securities Purchase Agreements (the “Agreements”) with six non-U.S. investors (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 8,550,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.64 per share for an aggregate offering price of $31,122,000 (the “Private Placement”). The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. Pursuant to the Agreements, the Company has 63,602,326 shares of common stock issued as of April 29, 2026.

The form of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Form of Securities Purchase Agreements by and between the Company and Purchasers dated April 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.

	XMax Inc.

	/s/ Xiaohua Lu
	Xiaohua Lu
	Chief Executive Officer

April 29, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 128.5 KB

XMax Inc. private placement of $31,122,000

Rhea-AI Filing Summary