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.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Is there a lock-up period on the new XMAX shares?

Yes. Without XMax Inc.’s prior written consent, the purchasers may not transfer the 352,200 shares or related convertible or exercisable securities for 18 months from August 28, 2026, under the Lock-Up provisions in the agreements.

Did shareholders approve the XMAX private placement terms?

Yes. XMax Inc. states that the sale and issuance of the shares, in compliance with Nasdaq Listing Rule 5635(d), were approved by shareholders at a special shareholders meeting held on July 24, 2026.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Available on EDGAR 09/03/2026 - 05:26 PM EDT Accepted by SEC EDGAR 09/03/2026 - 04:45 PM EDT

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): August 28, 2026

XMAX Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-36259	90-0746568
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

6565 E. Washington Blvd., Commerce, CA 90040

(Address of Principal Executive Office) (Zip Code)

(323) 888-9999

(Registrant’s telephone number, including area code)

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

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. ☐

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		XMAX		Nasdaq Stock Market

Item 1.01 Entry into a Material Definitive Agreement

On August 28, 2026, XMax Inc. (the “Company”) entered into Securities Purchase Agreements (the “Agreements”) with certain non-U.S. investors identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 352,200 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $8.417 per share for an aggregate offering price of $2,964,467.40 (the “Private Placement”). In addition, without the prior written consent of the Company, the Purchasers shall not, during the period commencing on the date of the Agreements and ending 18 months after such date (the “Lock-Up”) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, with respect to which such Purchaser has the power of disposition. The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The sale and issuance of Shares in compliance with Nasdaq Listing Rule 5635(d) was approved by the shareholders at the special shareholders meeting of the Company on July 24, 2026.

The form of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements is subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
10.1		Form of Securities Purchase Agreements by and between the Company and Purchasers dated August 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

	XMax Inc.

	/s/ Xiaohua Lu
	Xiaohua Lu
	Chief Executive Officer

September 3, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 112.5 KB