XMax Inc. (NASDAQ: NVFY) extends $5.3M one-year loan to Joycheer

Rhea-AI Filing Summary

XMax Inc. entered into a new loan agreement with Joycheer Trade Limited on January 28, 2026. Under this agreement, XMax will provide Joycheer with a $5.3 million loan as aggregate principal.

The loan carries a 6% annual interest rate and will mature one year after the loan funding date. The agreement includes customary representations, warranties, and events of default, and the full loan contract is attached as an exhibit to the report.

Insights

Corporate finance analyst

XMax extends a $5.3M, 6% one-year loan to Joycheer.

XMax Inc. has agreed to act as lender to Joycheer Trade Limited through a loan agreement dated January 28, 2026. The facility provides aggregate principal of $5.3 million at a fixed interest rate of 6% per year, with a one-year maturity from funding.

This structure means XMax commits cash up front and expects repayment of principal plus interest after roughly one year. The agreement is described as containing customary representations, warranties, and events of default, which are typical protections for the lending party and outline remedies if Joycheer fails to perform.

The transaction appears impactful enough to require disclosure, but the broader effect depends on XMax's overall size, liquidity, and the counterparty’s credit quality, which are not detailed here. Future filings referencing this loan or any amendments or payment outcomes would add clarity on performance over the one-year term.

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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): January 28, 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 January 28, 2026, XMax Inc., a Nevada company (the “Company” or “Lender”) entered into a Loan Agreement (the “Loan Agreement”) with Joycheer Trade Limited, a company incorporated in Hong Kong (the “Borrower”). Pursuant to the Loan Agreement, the Lender agreed to provide the Borrower with a loan in an aggregate principal amount of $5.3 million (the “Loan”). The Loan bears interest at a rate equal to 6% per annum and matures on the date that is one year from the funding date of the Loan. The Loan Agreement contains customary representations and warranties, and events of default.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Loan Agreement by and between the Company and Joycheer Trade Limited dated January 28, 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.
	By:	/s/ Xiaohua Lu
		Xiaohua Lu
		Chief Executive Officer

Date: February 3, 2026

FAQ

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

XMax Inc. disclosed that it entered into a loan agreement with Joycheer Trade Limited. XMax will lend Joycheer $5.3 million under a formal contract that includes customary representations, warranties, and default provisions, and the agreement is attached as an exhibit for reference.

How large is the loan XMax Inc. is providing to Joycheer Trade Limited?

XMax Inc. agreed to provide Joycheer Trade Limited with a loan totaling $5.3 million in aggregate principal. This amount reflects the full size of the credit facility, from which Joycheer will receive funds and owe interest and principal repayment to XMax under the loan terms.

What are the interest rate and maturity terms of XMax Inc.’s loan to Joycheer?

The loan from XMax Inc. to Joycheer Trade Limited bears interest at 6% per annum. It matures on the date that is one year from the loan funding date, meaning principal and interest are due roughly one year after XMax actually advances the funds.

Who are the parties to the new loan agreement disclosed by XMax Inc. (NVFY)?

The loan agreement is between XMax Inc., acting as the lender, and Joycheer Trade Limited, a Hong Kong–incorporated company, as the borrower. XMax’s role is to provide the $5.3 million loan, while Joycheer is obligated to repay principal and interest.

Does the XMax Inc.–Joycheer loan agreement include default protections?

Yes. XMax Inc. states that the loan agreement with Joycheer Trade Limited includes customary representations, warranties, and events of default. These provisions typically define required conditions, ongoing obligations, and consequences if Joycheer fails to meet its payment or other contractual commitments.

Where can investors review the full XMax–Joycheer loan agreement?

Investors can review the full loan agreement as Exhibit 10.1 to the report. The company notes that its summary is qualified in its entirety by reference to this exhibit, which provides complete contractual terms and detailed provisions governing the $5.3 million loan.