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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): July 1, 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
Please see the disclosure set forth under Item
5.02, which is incorporated by reference into this Item 1.01.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2026, the
Compensation Committee of the Board of Directors of XMax Inc. (the “Company”) approved the increase of annual salaries (the
“Increase of Salaries”) and amendments to the employment agreements (the “Amendments”) of Mr. Xiaohua Lu, Chief
Executive Officer of the Company, Mr. Yizhou (Steven) Zhao, Chief Operating Officer of the Company, and Jeffery Chuang, Chief Financial
Officer of the Company (collectively, the “Executives”). On July 1, 2026, the Board of Directors (the “Board”)
of the Company also approved the Increase of Salaries and Amendments.
On July 1, 2026, the
Company entered into Amendment to the Employment Agreement with each of Mr. Xiaohua Lu, Mr. Yizhou Zhao and Mr. Jeffery Chuang, pursuant
to which Mr. Lu’s annual base salary was increased from $80,000 to $160,000 per year, Mr. Zhao’s annual base salary was increased
from $80,000 to $159,000 per year, and Mr. Chuang’s annual base salary was increased from $70,000 to $80,000 per year, effective
from July 1, 2026. Except for the salary increases described above, the terms of the employment agreements with the Executives, as amended,
remain unchanged.
The form of the Amendment to the Employment Agreement
is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Amendment to the Employment Agreement
is subject to, and qualified in its entirety by the Amendment to the Employment Agreement, the form of which is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit Title
or Description |
| 10.1 |
|
Form of the Amendment to the Employment Agreements by and between the Company and Executives dated July 1, 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 |
| |
|
| July 6, 2026 |
|
