[8-K] SolarMax Technology, Inc. Reports Material Event

Rhea-AI Filing Summary

SolarMax Technology, Inc. (SMXT) reported unregistered sales of equity securities. In June and July 2025, the company approved and issued an aggregate 5,712,402 shares of common stock to five investors at $0.74–$0.83 per share, which the company states represented 75% of the market price on each investment date. Total proceeds were $4,380,000 and are being used for working capital.

The company noted that July 31, 2025 is when the number of shares approved exceeded 5% of its outstanding shares. No broker participated. The transactions were conducted as private placements and the company cites an exemption from registration under Section 4(a)(2) of the Securities Act.

Insights

Capital markets analyst

Private placement raises $4.38M at 75% of market price.

SolarMax completed a private issuance of 5,712,402 shares to five investors for $4,380,000, with per-share prices of $0.74–$0.83. The company states those prices equaled 75% of market on the investment dates, indicating discounted placements typical of private transactions.

The filing identifies July 31, 2025 as the point when approvals exceeded 5% of outstanding shares, triggering disclosure. No broker was involved, and the issuer relies on Section 4(a)(2), which covers transactions not involving a public offering.

Proceeds are earmarked for working capital. Actual market impact depends on trading dynamics and holder behavior; the filing does not specify additional terms such as lock-ups.

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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): November 5, 2025 (July 31, 2025)

SolarMax Technology, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-41959		26-2028786
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(IRS Employer Identification No.)

3080 12th Street

Riverside, California 92507

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (951) 300-0788

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

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		SMXT		The Nasdaq Stock Market LLC

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. ☐

Item 3.02. Unregistered Sales of Equity Securities

In June and July 2025, the Company’s board of directors approved the issuance of an aggregate of 5,712,402 shares of common stock pursuant to stock purchase agreements with five investors.  The shares were issued at prices per share ranging from $0.74 to $0.83, which represented 75% of the market price on the date that the investment was made. July 31, 2025 is the date on which the number of shares approved by the board of directors exceeded 5% of the Company’s outstanding shares.

No broker was involved in any of the foregoing transactions.  The issuance of the shares was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as a transaction not involving a public offering. The proceeds from the sale, which totaled $4,380,000, are being used for working capital.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

	SolarMax Technology, Inc.
Dated: November 5, 2025	By:	/s/ David Hsu
		David Hsu
		Chief Executive Officer

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FAQ

How many shares did SolarMax (SMXT) issue in the private placement?

The company issued an aggregate of 5,712,402 shares of common stock.

What was the price range for the SMXT shares sold privately?

Shares were sold at $0.74 to $0.83 per share, which the company states represented 75% of market price on the investment dates.

How much cash did SolarMax (SMXT) raise from these sales?

Total proceeds were $4,380,000.

What will SolarMax use the proceeds for?

The company states the proceeds are being used for working capital.

When did the approval exceed 5% of outstanding shares for SMXT?

July 31, 2025 is when the number of approved shares exceeded 5% of outstanding shares.

Was a broker involved in the SMXT private placement?

No. The company states that no broker was involved.

What exemption did SolarMax claim for the unregistered offering?

The company cites Section 4(a)(2) of the Securities Act for transactions not involving a public offering.