XMax Inc. to sell 1.96M shares in private deal

XMax Inc. entered into a Securities Purchase Agreement with StratoCore Solutions Ltd. to complete a private placement of 1,958,000 common shares at $3.575 per share, for an aggregate price of $6,999,850.

Rhea-AI Filing Summary

XMax Inc. entered into a Securities Purchase Agreement with StratoCore Solutions Ltd. to complete a private placement of 1,958,000 common shares at $3.575 per share, for an aggregate price of $6,999,850. The transaction is being conducted as an unregistered offering under Regulation S.

Insights

Capital markets analyst

XMax Inc. secures about $7.0M via a Regulation S private placement.

XMax Inc. agreed to sell 1,958,000 common shares at $3.575 per share to StratoCore Solutions Ltd., for total gross proceeds of about $6,999,850. The deal is documented in a Securities Purchase Agreement dated March 30, 2026.

The shares are issued in a private placement relying on Regulation S, meaning they are offered outside the United States and are not registered under the Securities Act. This structure can be faster and less costly than a registered public offering, though it typically comes with resale restrictions.

The filing does not state how the proceeds will be used or how the new shares compare with existing shares outstanding, so the impact on ownership and dilution cannot be assessed from this information alone. Subsequent disclosures may provide more context on capital allocation and balance sheet effects.

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

Shares sold: 1,958,000 shares Price per share: $3.575 per share Aggregate purchase price: $6,999,850 +1 more

4 metrics

Shares sold 1,958,000 shares Common stock in private placement

Price per share $3.575 per share Sale price in Securities Purchase Agreement

Aggregate purchase price $6,999,850 Total consideration for the private placement

Agreement date March 30, 2026 Date of Securities Purchase Agreement with StratoCore

Key Terms

Securities Purchase Agreement, private placement, Regulation S, Unregistered Sales of Equity Securities

4 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Agreement”) with StratoCore Solutions Ltd."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

private placement financial

"agreed to sell to the Purchaser in a private placement 1,958,000 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation S regulatory

"pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933"

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 set forth under Item 1.01"

FAQ

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

What capital raise did XMax Inc. (NVFY) announce in this 8-K?

XMax Inc. agreed to a private placement of 1,958,000 common shares at $3.575 per share, totaling $6,999,850. The shares are being sold to StratoCore Solutions Ltd. under a Securities Purchase Agreement dated March 30, 2026, using Regulation S.

Who is buying the new XMax Inc. (NVFY) shares and how many are issued?

StratoCore Solutions Ltd., a Malaysian company, is purchasing 1,958,000 shares of XMax Inc.’s common stock. The transaction is documented in a Securities Purchase Agreement and structured as a private placement exempt from registration under Regulation S of the Securities Act.

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

Each new XMax Inc. common share is priced at $3.575 in the private placement with StratoCore Solutions Ltd. At this price, selling 1,958,000 shares results in an aggregate purchase price of $6,999,850 under the March 30, 2026 Securities Purchase Agreement.

How is XMax Inc. (NVFY)’s share sale treated under U.S. securities laws?

The share sale is an unregistered offering relying on Regulation S under the Securities Act of 1933. Regulation S allows offerings made outside the United States without SEC registration, typically subject to certain resale limitations and eligibility conditions for buyers and transactions.

Which SEC items describe XMax Inc. (NVFY)’s private placement details?

The private placement is described under Item 1.01, Entry into a Material Definitive Agreement, which outlines the Securities Purchase Agreement terms. Item 3.02, Unregistered Sales of Equity Securities, incorporates that disclosure by reference to address the unregistered nature of the share issuance.

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

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Accepted by SEC EDGAR 03/31/2026 - 04:20 PM Learn about SEC filing dates

false 0001473334 0001473334 2026-03-30 2026-03-30 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): March 30, 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 March 30, 2026, XMax Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with StratoCore Solutions Ltd., a Malaysian company (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser in a private placement 1,958,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $3.575 per share for an aggregate offering price of $6,999,850 (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 Agreement 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 Agreement, 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		Securities Purchase Agreement by and between the Company and StratoCore Solutions Ltd. dated March 30, 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

March 31, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 106.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB