XMax Inc. raises $3.0M from non-U.S. investors
XMax Inc. agreed to a Regulation S private placement of 352,200 common shares to non-U.S. investors for about $3.0 million, subject to an 18‑month lock-up.
Rhea-AI Filing Summary
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.
Positive
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Negative
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Filing Explained
The disclosure is an agreement to sell 352,200 shares, so issuing them would increase XMax’s total share count and reduce existing holders’ percentage ownership absent offsetting changes.
8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Shares issued in private placement: 352,200 shares
Purchase price per share: $8.417 per share
Aggregate purchase amount: $2,964,467.40
+2 more
5 metrics
Shares issued in private placement
352,200 shares
Common stock sold to non-U.S. investors under Securities Purchase Agreements
Purchase price per share
$8.417 per share
Price of XMax Inc. common stock in the August 28, 2026 private placement
Aggregate purchase amount
$2,964,467.40
Total consideration for the 352,200 shares sold in the private placement
Lock-Up period
18 months
Duration from the August 28, 2026 agreement date during which purchasers are restricted from transferring the shares and related securities
Shareholder approval date
July 24, 2026
Special shareholders meeting approving the issuance under Nasdaq Listing Rule 5635(d)
Key Terms
Securities Purchase Agreements, Regulation S, Nasdaq Listing Rule 5635(d), Lock-Up
4 terms
Securities Purchase Agreements financial
"entered into Securities Purchase Agreements (the “Agreements”) with certain non-U.S. investors"
A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.
Regulation S regulatory
"completed pursuant to the exemption from registration provided by Regulation S promulgated"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Nasdaq Listing Rule 5635(d) regulatory
"sale and issuance of Shares in compliance with Nasdaq Listing Rule 5635(d) was approved"
Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.
Lock-Up financial
"period commencing on the date of the Agreements and ending 18 months after such date (the “Lock-Up”)"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.
FAQ
What equity financing did XMAX announce on August 28, 2026?
XMax Inc. entered into Securities Purchase Agreements to sell 352,200 shares of common stock in a private placement to certain non-U.S. investors at $8.417 per share, for an aggregate purchase amount of $2,964,467.40.
How is the new XMAX private placement structured legally?
The private placement of XMax Inc. common stock to non-U.S. investors is being completed under the registration exemption provided by Regulation S under the Securities Act of 1933.
What exhibit documents the XMAX Securities Purchase Agreements?
XMax Inc. filed the form of the Securities Purchase Agreements as Exhibit 10.1, described as the Form of Securities Purchase Agreements by and between the Company and Purchasers dated August 28, 2026.
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