XMax Inc. to Raise $35.96M in Stock Offering

XMax Inc. entered a Securities Purchase Agreement to sell 8,500,000 shares of common stock in a registered direct offering at $4.23 per share, for gross proceeds of $35,955,000 before expenses.

Rhea-AI Filing Summary

XMax Inc. entered a Securities Purchase Agreement to sell 8,500,000 shares of common stock in a registered direct offering at $4.23 per share, for gross proceeds of $35,955,000 before expenses. The shares will be issued under an already effective shelf registration statement on Form S-3.

Insights

Equity capital markets analyst

XMax is raising new equity capital via a registered direct stock sale.

XMax Inc. agreed to sell 8,500,000 common shares at $4.23 each, for gross proceeds of about $35,955,000. The transaction is structured as a registered direct offering, meaning shares are sold directly to institutional purchasers using an effective shelf registration.

The deal uses an existing Form S-3 shelf that was declared effective on October 23, 2023. This structure typically allows relatively quick access to capital, but it also increases the share count, which can be dilutive to existing holders. Actual impact depends on the company’s size and how the new cash is deployed.

8-K Event Classification

2 items: 1.01, 9.01

2 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 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 is XMax Inc. (NVFY) announcing in this 8-K filing?

XMax Inc. is disclosing a Securities Purchase Agreement to sell 8,500,000 common shares in a registered direct offering. The company will issue new stock to institutional purchasers under an existing Form S-3 shelf registration statement.

How much capital will XMax Inc. (NVFY) raise from this stock sale?

XMax Inc. expects gross proceeds of $35,955,000 from selling 8,500,000 shares at $4.23 each. This amount is before deducting offering-related expenses that the company is responsible for paying under the Securities Purchase Agreement.

What type of offering is XMax Inc. (NVFY) conducting?

XMax Inc. is conducting a registered direct offering, selling newly issued common shares directly to identified purchasers. The transaction relies on an effective shelf registration statement on Form S-3, allowing the company to issue these securities without a separate, lengthy registration process.

At what price is XMax Inc. (NVFY) selling the new shares?

The company is selling the 8,500,000 new common shares at a purchase price of $4.23 per share. This fixed price, multiplied by the total shares, results in gross proceeds of $35,955,000 before the company’s offering expenses are deducted.

Which registration statement is XMax Inc. (NVFY) using for this offering?

XMax Inc. is using an existing shelf registration statement on Form S-3, file number 333-274970. This registration was filed on October 13, 2023 and declared effective on October 23, 2023, enabling the registered direct offering of the common shares.

What key agreements and opinions are attached to this XMax Inc. (NVFY) filing?

The filing includes an opinion of counsel from FisherBroyles, LLP, the form of Securities Purchase Agreement governing the share sale, and the related legal consent. These exhibits support the validity and structure of the registered direct equity offering.

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

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Accepted by SEC EDGAR 03/10/2026 - 05:19 PM Learn about SEC filing dates

false 0001473334 0001473334 2026-03-09 2026-03-09 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 9, 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 9, 2026, XMax Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company will sell to the Purchasers in a registered direct offering, an aggregate of 8,500,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”) at a purchase price of $4.23 per share, for aggregate gross proceeds to the Company of $35,955,000, before deducting offering expenses payable by the Company.

The Shares are being offered and sold by the Company pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange Commission on October 13, 2023 and declared effective on October 23, 2023 (File No. 333-274970) (the “Registration Statement”).

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
5.1		Opinion of FisherBroyles, LLP
10.1		Form of Securities Purchase Agreement.
23.1		Consent of FisherBroyles, LLP (included in Exhibit 5.1)
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: March 10, 2026

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 118.3 KB

Other Documents

• EX-5.1 EX-5.1 8.3 KB
• EX-5 GRAPHIC 3.6 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB