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Powell Max Limited completed a $17,000,000 PIPE financing, selling units at $2.89 each, with each unit consisting of one Class C ordinary share and a common warrant exercisable at $0.001 per Class A share. Part of the warrant share amount is variable, tied to an OID formula and an adjustment price with a floor of $0.498.
The company plans to use $9,400,000 of net proceeds to repurchase 1,449,732 Class A shares from Bliss on Limited, with the balance for general corporate purposes. Spartan Capital Securities received a 9% cash fee, placement agent warrants equal to 7.5% of the Class A shares issuable upon conversion of the Class C shares, and 750,000 Class C advisory shares.
Powell Max also agreed to file a resale registration statement for the Class A shares underlying the new securities within 20 days of closing. Governance changes include the resignation of two directors, appointment of Geordan Pursglove as Chairman and Chief Executive Officer, four new independent directors, and the appointment of Anna Skowron as Chief Financial Officer, supported by new consulting and director agreements.
Powell Max Limited has called a 2026 shareholders meeting for January 19, 2026 in Hong Kong to vote on a major capital and governance change, labeled Proposal No. 1. The company is asking investors to approve a multi-class share structure with Class A, Class B and new Class C ordinary shares, and to increase authorised share capital from 12,500,000 ordinary shares to 550,250,000 ordinary shares, including 500,000,000 Class A, 250,000 Class B and 50,000,000 Class C shares, each with a par value of US$0.0008.
Class A shares would carry one vote, Class B twenty votes, and Class C generally no voting rights at general meetings but the ability to convert into Class A based on a variable pricing formula tied to a “Floor Price” and “80% Price.” Directors would be authorised to issue up to 50,000,000 Class C shares, manage their conversion into Class A, and use proceeds, including for potential repurchases of existing Class A shares. The proxy statement highlights risks such as significant potential dilution, possible pressure on the trading price, complex conversion mechanics, continued Class B super-voting control and Nasdaq regulatory considerations.
Powell Max Limited reports changes to its board of directors. Mr. Hui Chun Kin Norman and Mr. Luk Kam Fan, Jimmy resigned from the board effective December 16, 2025, citing personal reasons and specifically not due to any disagreement with the company’s operations, policies, or practices.
To fill the vacancies, the board appointed Ms. Cheung Tan and Ms. Suen, Tin Yan as directors, also effective December 16, 2025, to serve until the next annual general meeting of shareholders. Ms. Cheung leads risk and ESG advisory work, holds accounting degrees from St. Francis College in New York, and is a Hong Kong certified public accountant and EFFAS-certified ESG analyst. Ms. Suen has more than 10 years of experience in corporate finance, mergers and acquisitions, fundraising, and asset management, and currently provides independent strategic advice to a company.
Powell Max Limited plans to implement a 1-for-8 reverse stock split of its ordinary shares, effective on October 6, 2025, with trading to begin on a split-adjusted basis under the existing symbol PMAX once Nasdaq Operations notice requirements are satisfied.
As part of this action, the company filed an Amended and Restated Memorandum of Association in the British Virgin Islands to reduce its authorized share capital from 100,000,000 ordinary shares to a maximum of 12,500,000 ordinary shares of a single class, with Class A and Class B shares each having a higher par value of US$0.0008 after the change. The reverse split and related capital change were approved by the Board of Directors and do not require shareholder approval under BVI law.
Powell Max Limited (PMAX) submitted a Form 6-K that includes unaudited interim condensed consolidated financial statements and notes covering assets, liabilities, cash flows and equity. The filing references consolidated financial schedules (Statements of Financial Position, Profit or Loss, Changes in Equity and Cash Flows) and detailed accounting policies and judgments. Material line items disclosed include convertible promissory notes of HK$23,400,000, an embedded derivative/derivative liability of HK$8,380,211, a bank borrowing facility of US$1,000,000 bearing interest at 3.0%–3.125% maturing March 14, 2029, and unaudited total equity of approximately US$5,183,870 as of August 31, 2025. The notes describe revenue recognition steps, consolidation approach for internal reorganizations, lease accounting, classification of financial instruments and treatment of convertible note discounts and transaction costs.
Powell Max Limited reports that Nasdaq has determined to delist its securities from The Nasdaq Capital Market. Nasdaq took this action because the Company did not regain compliance with the minimum bid price requirement of $1.00 per share by September 1, 2025 and also failed to meet the $5,000,000 minimum stockholders’ equity initial listing requirement. Unless Powell Max requests an appeal to a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on September 9, 2025, trading in its securities will be suspended at the opening of business on September 11, 2025 and Nasdaq will file a Form 25-NSE to remove the securities from listing and registration. The Company states that it intends to request a hearing and seek a suspension of the delisting while it works to return to compliance.
Powell Max Limited agreed to sell up to 1,600,000 Class A ordinary shares and up to 4,800,000 common warrants exercisable for one Class A share each, for aggregate gross proceeds of approximately US$403,200. The proceeds are described as intended for general corporate purposes, including working capital. The warrants carry an exercise price of US$0.0001, are immediately exercisable and remain valid for three years, subject to a 4.99% beneficial ownership limit on exercise. The issued securities will include restrictive legends, transfer restrictions and a 180-day lock-up for purchasers, and the company is not obligated to register these securities under the U.S. Securities Act.