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XMax Inc. (NASDAQ: XWIN) raises $3.1M in Regulation S share sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XMax Inc. entered into Securities Purchase Agreements with twenty-two non-U.S. investors for a private placement of its common stock. The company agreed to sell 462,500 shares of common stock at $6.705 per share, for an aggregate purchase price of $3,101,062.50.

The transaction is structured as a Regulation S private placement under the Securities Act, meaning the shares are being sold to non-U.S. persons without SEC registration. The form of the Securities Purchase Agreements is filed as an exhibit, and the unregistered equity issuance is also disclosed under the unregistered sales of equity securities item.

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Insights

XMax raises $3.1M via offshore Regulation S stock sale.

XMax Inc. is issuing $3,101,062.50 of common stock in a private placement to twenty-two non-U.S. investors. The deal covers 462,500 shares at $6.705 per share under Securities Purchase Agreements dated April 13, 2026.

The shares are being sold under Regulation S, which permits offerings to non-U.S. persons without SEC registration, indicating the transaction is conducted outside U.S. public markets. The filing does not describe any lock-ups, warrants, or additional instruments linked to this placement.

This transaction provides new equity capital while increasing the share count by the 462,500 shares issued. Actual impact on existing holders depends on the company’s total shares outstanding and future disclosures on how the proceeds are deployed.

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, and exhibit attachments filed with this report.
Shares issued 462,500 shares Common stock sold in April 13, 2026 private placement
Price per share $6.705 per share Purchase price for private placement shares
Aggregate proceeds $3,101,062.50 Total purchase amount for the private placement
Offering exemption Regulation S Exemption from registration under the Securities Act of 1933
Exhibit 10.1 Form of Securities Purchase Agreements Agreement between XMax Inc. and Purchasers dated April 13, 2026
Securities Purchase Agreements financial
"entered into Securities Purchase Agreements (the “Agreements”) with twenty two non-U.S. person 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.
Private Placement financial
"for an aggregate offering price of $3,101,062.50 (the “Private Placement”)"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
Regulation S regulatory
"The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S"
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.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities Please see the disclosure"
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Understanding 8-K Material Events →
false 0001473334 0001473334 2026-04-13 2026-04-13 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): April 13, 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 13, 2026, XMax Inc. (the “Company”) entered into Securities Purchase Agreements (the “Agreements”) with twenty two non-U.S. person investors, namely Chen Yingjie, Fang Chongyi, Jiang Yan, Ma Ying, Ren Guangfei, Ren Tao, Shen Xiaoyan, Song Rongrong, Tan Kaichang, Tang Min, Wang Haifeng, Wang Jinhua, Wang Li, Wang Zecui, Wei Huifen, Yao Jing, Yu Suying, Zeng Qingyu, Zhang Bingli, Zhang Ciqiang, Zhao Xianxian and Zhao Zheyao (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 462,500 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $6.705 per share for an aggregate offering price of $3,101,062.50 (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.

 

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 13, 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 16, 2026  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

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

XMax Inc. disclosed a private placement of 462,500 common shares. The shares are sold at $6.705 each, generating total gross proceeds of $3,101,062.50 from twenty-two non-U.S. investors under Securities Purchase Agreements.

What is the price per share in XMax Inc. (NVFY) private placement?

The private placement shares are priced at $6.705 per share. XMax Inc. agreed to sell 462,500 common shares at this price, resulting in an aggregate purchase amount of $3,101,062.50 from the participating non-U.S. investors.

How much capital is XMax Inc. (NVFY) raising in this transaction?

XMax Inc. is raising $3,101,062.50 in gross proceeds. This comes from selling 462,500 shares of common stock at a purchase price of $6.705 per share to twenty-two non-U.S. person investors in a Regulation S offering.

Who are the investors in XMax Inc. (NVFY) April 2026 private placement?

The investors are twenty-two named non-U.S. persons, including Chen Yingjie, Fang Chongyi, Jiang Yan, Ma Ying, Ren Guangfei, and others. They are collectively referred to as the Purchasers in the Securities Purchase Agreements for the private placement.

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

The shares are being issued under Regulation S of the Securities Act of 1933. Regulation S allows offerings to non-U.S. persons without SEC registration when the transaction occurs outside the United States, subject to specific conditions.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents