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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): October 5, 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
October 5, 2026, XMax Inc., a Nevada corporation (the “Company”), entered into a Share Purchase Agreement (the “Purchase
Agreement”) with Professor Yuji Zhao, an individual (the “Seller”), Skysong Innovations, LLC, an Arizona limited liability
company (“Skysong”), and Hexa Creation Inc., a Delaware corporation (“Hexa”). Pursuant to the Purchase Agreement,
the Company (or an affiliate designated by the Company) has agreed to acquire 970 shares of common stock of Hexa from the Seller, representing
97% of Hexa’s issued and outstanding shares and 30 shares of common stock of Hexa from Skysong, representing the remaining 3% of
Hexa’s issued and outstanding shares (the “Acquisition”). Upon completion of the Acquisition, Hexa will become a wholly
owned subsidiary of the Company.
The
aggregate purchase price for the Hexa shares is $4,123,711.34 (the “Purchase Price”), consisting of $4,000,000 payable to
the Seller and $123,711.34 payable to Skysong, payable in two tranches. At closing, the Company will pay (i) $2,000,000 to the Seller,
against which a $500,000 deposit previously paid by the Company to the Seller on June 24, 2026 will be credited, resulting in a net closing
payment of $1,500,000, and (ii) $61,855.67 to Skysong. The remaining $2,000,000 payable to the Seller and $61,855.67 payable to Skysong
(collectively, the “Deferred Consideration”) are payable on or before December 31, 2027 and will bear interest from the closing
date at a fixed annual rate not less than the applicable federal rate under Sections 1274 and 483 of the Internal Revenue Code. Until
the Deferred Consideration and accrued interest are paid in full, the Company may not sell, transfer, pledge or encumber the Hexa shares
(other than to an affiliate) without the consent of the Seller or Skysong, as applicable. The Company will bear the change of control
payment due to Skysong, as the licensor of certain patents, technical information and materials pursuant to an exclusive license agreement, of which Hexa is the licensee, and the parties have agreed the
change of control payment equals 5% of the Purchase Price and is due within 30 days following the closing date of the Acquisition.
The
Purchase Agreement contains customary representations and warranties of the parties, including representations of the Seller and Skysong
regarding Hexa’s capitalization, liabilities, and the licensed intellectual property, and covenants governing the conduct of Hexa’s
business prior to closing. Completion of the Acquisition is subject to customary closing conditions, including the accuracy of representations
and warranties, performance of covenants, the license agreement remaining in full force and effect and the absence of a material adverse
effect with respect to Hexa. The Purchase Agreement may be terminated by mutual consent, by either the Company or the Seller if the closing
has not occurred by April 5, 2027, or by a party upon an uncured breach by the other. If the Purchase Agreement is terminated as a result
of a material breach by the Company, the Seller is entitled to retain the $500,000 deposit as liquidated damages and as the Seller’s
sole and exclusive remedy for such breach. If the Purchase Agreement is terminated as a result of a material breach by the Seller, or
pursuant to a termination right that does not result from a breach by the Company, the deposit is to be returned to the Company.
The
Purchase Agreement is governed by Nevada law, and disputes are to be resolved by arbitration under the Commercial Arbitration Rules of
the American Arbitration Association.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the purposes
of the Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations
agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ
from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual state of facts or condition of the Company, Hexa or any of their respective affiliates.
Item
8.01. Other Events.
On
October 9, 2026, the Company issued a press release announcing the acquisition of Hexa Creation Inc., a copy of which is attached hereto
as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
Share Purchase Agreement by and among XMax Inc., Professor Yuji Zhao, Skysong Innovations, LLC, and Hexa Creation Inc. dated October 5, 2026. |
| 99.1 |
|
Press Release |
| 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 |
| |
|
| October
9, 2026 |
|
Exhibit 99.1
XMax
to Acquire Hexa Creation, Developer of 1200V Vertical GaN Power Semiconductor Technology
Transaction
gives XMax footing in high-voltage GaN power technology aimed at AI data center power infrastructure
LOS
ANGELES, October 9, 2026 (GLOBE NEWSWIRE) — XMax Inc. (NASDAQ: XMAX) (“XMax” or the “Company”), a distributor
of contemporary furniture and artificial intelligence software and platform-based service provider, today announced that it has entered
into a definitive share purchase agreement to acquire 100% of the issued and outstanding shares of Hexa Creation Inc. (“Hexa Creation”
or “HexaGaN”), a U.S.-based company focused on 1200V vertical gallium nitride (GaN) power semiconductor technology for AI
data center power infrastructure and other high-voltage applications. The material terms of the Agreement will be disclosed in the Form
8-K filed by the Company with the SEC on October 9, 2026
Strategic
Rationale
XMax
is acquiring Hexa Creation to extend its AI strategy into power infrastructure for AI computing and other high-voltage applications.
The Company believes the acquisition supports its broader strategy of diversification and long-term value creation.
Hexa
Creation’s technology roadmap centers on a native 1200V vertical GaN trench MOSFET designed for high-voltage and high-power applications
beyond the 650V-and-below range where much of today’s commercial GaN market is concentrated. Hexa Creation holds an exclusive license
to certain patents and related intellectual property owned by one of the largest public universities in the United States supporting
its high-voltage vertical GaN technology platform.
According
to Yole Group’s report of “From chargers to data centers: power GaN market set for rapid sixfold expansion by 2030”
published in October 2025, the global GaN power device market is expected to grow from approximately $355 million in 2024
to approximately $3.0 billion by 2030, representing a compound annual growth rate of approximately 42%.
As
next-generation AI data centers move toward higher-voltage power architectures, including emerging 800VDC systems, XMax believes demand
may increase for high-efficiency, 1200V-class power semiconductor devices. Hexa Creation is targeting these emerging AI power-infrastructure
applications, as well as electric vehicles, energy storage, ultra-fast charging and other high-voltage markets.
The
Company believes, over time, Hexa Creation’s technology roadmap may consider expansion from discrete power devices into
power modules and broader power-system solutions.
“This
acquisition marks XMax’s entry into high-voltage power semiconductors, a field closely tied to the growing power demands of AI
infrastructure. The acquisition of Hexa Creation diversifies our business opportunities and complements XMax’s growing AI business
as XMax builds out AI software, platform-based and GPU services through our wholly owned subsidiaries XMax AI Inc. and Elonx AI Holdings
PTE. LTD.,” said Andy Lu, Chief Executive Officer of XMax.
“We
believe the acquisition by XMax would give our 1200V vertical GaN work a path toward commercialization. We believe vertical GaN can bring
higher efficiency and power density to high-voltage applications, and XMax’s support allows us to focus on advancing that technology.”
said Professor Yuji Zhao, CEO and Founder of Hexa Creation.
About
XMax Inc.
Headquartered
in Commerce, California, XMax Inc. (NASDAQ: XMAX), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design,
sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies and applications.
The Company operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer
base. In addition, the Company has expanded into artificial intelligence technologies, including AI software and platform-based services
through its wholly owned subsidiaries XMax AI Inc. and Elonx AI Holdings PTE. LTD., to support future growth. By leveraging emerging
technologies, the Company aims to drive diversification and long-term value creation.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements include, but are not limited to, statements regarding anticipated
customer demand, future commercial opportunities, expected growth of the Company’s AI business, expansion of GPU services, strategic
partnerships, vertical GaN technology and related power GaN business and future financial performance. These statements are based on
current expectations, assumptions and analyses made by us in light of our experience and our perception of trends, current conditions
and expected future developments, as well as other factors we believe are appropriate in the circumstances, and are subject to risks
and uncertainties that may cause actual results to differ materially. All statements other than statements of historical fact are, or
may be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking
terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,”
“may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,”
“objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,”
“effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,”
“pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that
the statements are not forward-looking. XMAX Inc. undertakes no obligation to update any forward-looking statements except as required
by law.
Investor
Relations Contact
ICR
LLC
XMaxIR@icrinc.com
