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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.
BlackRock, Inc. reports a passive ownership stake in XMAX INC common stock on a Schedule 13G. As of June 30, 2026, BlackRock and certain reporting business units beneficially owned 4,425,213 shares of XMAX common stock, representing 7.0% of the outstanding class.
BlackRock reports sole voting power4,361,993 shares and sole dispositive power4,425,213 shares, with no shared voting or dispositive power. Various underlying clients and investors have rights to dividends or sale proceeds, but no single person holds more than five percent of XMAX’s total outstanding common shares.
XMax Inc. held a special stockholder meeting on July 24, 2026 at which stockholders, with a quorum present, approved actions needed to comply with Nasdaq Listing Rule 5635(d) for large, below-market equity financings. Stockholders approved the sale and issuance of more than 20% of the company’s issued and outstanding common stock in both a private placement (the Private Placement Issuance) and a registered direct offering under an effective Form S-3 registration statement (Registration No. 333-295406, the Shelf Issuance), each at a price lower than the Nasdaq-defined “Minimum Price.”
Proposal 1 (Private Placement Issuance) passed with 25,775,447 votes for, 279,140 against and 52,402 abstaining. Proposal 2 (Shelf Issuance) passed with 25,775,415 votes for, 279,146 against and 52,428 abstentions. Proposal 3, granting the Chairman of the Board discretionary authority to adjourn the special meeting to solicit additional proxies on Proposals 1 and 2, also passed with 25,775,196 votes for, 279,478 against and 52,315 abstentions.
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I on July 17, 2026. Xmax Beta Holdings subscribed for an additional US$8,320,000, increasing its interest in Preamble X Capital I to more than 99.9%. The applicable management fee percentage for this investment is 0%, and the subscription was completed on the same date.
Also on July 17, 2026, Preamble X Capital I agreed to subscribe for approximately 48% interests in a private investment fund for an aggregate amount of $8,000,000, a transaction completed on July 22, 2026. The fund’s manager intends to invest, indirectly, substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc., providing XMax with indirect exposure to that company. XMax treats this as a completion of an acquisition of assets and provides the Subscription Agreement as an exhibit.
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I, a series of Preamble X Capital LLC, on July 6, 2026. Under this agreement, Xmax Beta Holdings subscribed an additional US$8,770,000, increasing its interest in Preamble X Capital I to more than 99.9%. Allocations Fund Administration, LLC serves as the administrative manager of Preamble X Capital I, and the applicable management fee percentage for Xmax Beta Holdings is 0%. The subscription was completed on July 7, 2026 and is described as an acquisition of assets.
XMax Inc. entered Securities Purchase Agreements with certain non-U.S. investors to complete a private placement of 434,600 shares of common stock. The shares are priced at $8.454 each, for a total of $3,674,108.40 in gross proceeds.
The transaction relies on the Regulation S exemption from registration under the Securities Act of 1933. Purchasers agreed to an 18‑month lock-up period during which they are restricted from selling or transferring the acquired shares or related convertible or exercisable securities.