XMAX SEC Filings

XMax Inc. renewed Chief Operating Officer Yizhou (Steven) Zhao’s employment agreement on October 7, 2026, for another one-year term, subject to renewal. The agreement sets his annual salary at $159,000; he is also eligible for an annual cash bonus at the Board’s sole discretion.

XMax Inc. agreed to acquire 970 shares of Hexa Creation from Professor Yuji Zhao, representing 97% of Hexa’s issued and outstanding shares, and 30 shares from Skysong Innovations, LLC, representing the remaining 3%, for an aggregate purchase price of $4,123,711.34. Upon completion, Hexa will become a wholly owned subsidiary of XMax. Closing is subject to customary conditions, including the license agreement remaining in force and the absence of a material adverse effect with respect to Hexa.

At closing, XMax will pay Professor Yuji Zhao $2,000,000, crediting a previously paid $500,000 deposit for a net payment of $1,500,000, and pay Skysong $61,855.67. The remaining $2,000,000 to Professor Yuji Zhao and $61,855.67 to Skysong are payable on or before December 31, 2027, with interest from closing at a fixed annual rate not less than the applicable federal rate. XMax also bears a change-of-control payment to Skysong equal to 5% of the purchase price, due within 30 days following closing. Until the deferred consideration and interest are paid, XMax may not sell, transfer, pledge, or encumber the Hexa shares, other than to an affiliate, without the applicable seller’s consent.

XMax Inc. is asking stockholders to ratify three March and April 2026 issuances and approve two proposed common-stock financings: a private placement and a registered direct offering, each capped at 15,000,000 shares and $85,000,000. If approved, each financing would be completed within three months of stockholder approval, at a price below Nasdaq’s “Minimum Price,” with a discount of up to 50% of the Nasdaq closing price on the trading day immediately before the purchase agreement. The issuances proposed for ratification were 8,500,000 shares on March 9, 2026, 1,958,000 shares on March 30, 2026, and 8,550,000 shares on April 24, 2026.

Nasdaq notified XMax on September 10, 2026 that it was not in compliance with Rule 5635(d), after the December 2025 and March-April issuances together exceeded 20% of common stock outstanding at below the Minimum Price without prior stockholder approval. XMax submitted a compliance plan on September 30, 2026 and was awaiting Nasdaq’s response; if accepted, Nasdaq may grant up to 180 calendar days from the notice to evidence compliance. The special meeting is November 2, 2026, and the Board recommends “FOR” all four proposals, including authority for the Chairman to adjourn the meeting to solicit additional proxies.

XMax Inc. is asking stockholders to ratify three March and April 2026 share issuances and approve two proposed financings at a special meeting on November 2, 2026. The ratification covers 8,500,000 shares issued March 9, 2026, 1,958,000 issued March 30, 2026, and 8,550,000 issued April 24, 2026, each below Nasdaq’s Minimum Price. XMAX had 64,875,626 common shares outstanding on the September 15, 2026 record date.

Each proposed financing—a private placement and a registered direct offering—would authorize up to 15,000,000 shares and no more than $85,000,000 raised, and would be priced below Nasdaq’s Minimum Price. The maximum discount is up to 50% of the Nasdaq closing price on the trading day before the purchase agreement date; issuance must be completed within three months after shareholder approval. XMAX says Nasdaq’s September 10, 2026 notice stated it was not in compliance with Rule 5635(d). XMAX says it submitted a compliance plan and is awaiting a response; the stated deadline to submit a plan was October 26, 2026. The board unanimously recommends voting FOR all four proposals.

XMax Inc. (XMAX) disclosed that Nasdaq notified the company on September 10, 2026 that it is not in compliance with Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for certain discounted issuances of 20% or more of pre-transaction outstanding shares. The non-compliance arises from a December 19, 2025 private issuance of 1,187,500 shares at $4.21 per share and three additional discounted private placements in March and April 2026 totaling 8,500,000 shares (March 9, 2026), 1,958,000 shares (March 30, 2026) and 8,550,000 shares (April 24, 2026). These issuances, when aggregated, exceeded 20% of the company’s common stock and were priced below the “Minimum Price,” which is tied to the Net Official Closing Price, including a NOCP of $6.02 and a five-day average NOCP of $5.98 as of December 18, 2025. XMax has until October 26, 2026 to submit a compliance plan; Nasdaq may then grant up to 180 calendar days from the notification date to evidence compliance. The company states it intends to submit such a plan, and its common stock will continue trading on Nasdaq under the symbol XMAX during this compliance period.

XMax Inc. (XMAX) entered into Securities Purchase Agreements on August 28, 2026 with certain non-U.S. investors to sell 352,200 shares of common stock in a private placement. The shares are priced at $8.417 per share, for an aggregate purchase amount of $2,964,467.40.

The transaction relies on the registration exemption under Regulation S of the Securities Act of 1933. Each purchaser is subject to an 18‑month Lock-Up from the agreement date, restricting transfers of the purchased shares and related securities. Shareholders approved the issuance in compliance with Nasdaq Listing Rule 5635(d) at a special meeting held on July 24, 2026.

XMax Inc. (XMAX) reported that on August 22, 2026 it renewed the Employment Agreement with its Chief Financial Officer, Jeffery Chuang, for another one-year term, subject to possible renewal. Under this agreement, Mr. Chuang will receive an annual salary of $80,000 and will be eligible for an annual cash bonus at the sole discretion of the Board of Directors. The company attached the renewed Employment Agreement as Exhibit 10.1, incorporating it by reference as part of this disclosure.

XMax Inc. reported a sharp swing to profitability for the six months ended June 30, 2026, driven by a large unrealized gain on a fund investment. Net income was $32.6 million versus a net loss of $0.6 million a year earlier, or $0.62 per share versus a loss of $0.05.

Total revenue declined to $4.5 million from $5.2 million, as residential and commercial furniture sales fell, partly offset by $1.1 million from a new API-based AI services segment. Operations posted a loss of $1.8 million, but a $42.9 million unrealized gain on the Preamble Capital LLC fund and related deferred tax expense of $7.8 million dominated results. Cash and cash equivalents rose to $34.6 million, supported by $45.7 million of equity issuance, while net cash used in operating activities was $4.3 million. Total assets increased to $121.1 million, with stockholders’ equity at $106.3 million.

XMax Inc. reported that its indirectly wholly owned subsidiary, Xmax Beta Holdings Ltd., had previously contributed US$8,770,000 to Preamble X Capital I, a series of Preamble X Capital LLC. On August 10, 2026, Preamble X Capital I subscribed for approximately 5% interests in a private investment fund for an aggregate amount of US$8,400,000, and that transaction was completed the same day. The fund manager intends to invest substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc.

Also on August 10, 2026, XMax Inc. entered into a Securities Purchase Agreement with Cobalt Pacific Holdings Ltd. and Aerora Technology Co., Ltd. Under this agreement, XMax Inc. will purchase 561,426 Ordinary Shares of Aerora Technology Co., Ltd. from Cobalt Pacific Holdings Ltd. for an aggregate purchase price of US$12,003,287.95, or approximately US$21.38 per share. The Securities Purchase Agreement is referenced as Exhibit 10.1 and is incorporated by reference.