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2026-10-31
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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 31, 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)
Not
Applicable
(Former
name or former address, if changed since last report)
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 |
|
The Nasdaq Stock Market
LLC |
Item
8.01 Other Events.
On
October 31, 2026, the Board of Directors (the “Board”) of XMax Inc. (the “Company”) approved a share repurchase
program (the “Repurchase Program”) under which the Company may repurchase up to $30,000,000 in aggregate purchase price of
its outstanding common stock, par value $0.001 per share (the “Common Stock”). On November 2, 2026, the Board amended
the Repurchase Program by unanimous written consent to revise the conditions to its commencement, as described below.
Under
the Repurchase Program, the Company may repurchase shares of Common Stock only at prices below $5.50 per share. The Repurchase Program
will begin on the Commencement Date (as defined below) and will expire three months after the Commencement Date. The “Commencement
Date” will be a date after (i) the Company has publicly released its financial results for the fiscal quarter ended September
30, 2026 by press release (“Earnings Release”), (ii) the Company has publicly disclosed any material nonpublic information,
and (iii) the Company has engaged a broker-dealer for the Repurchase Program. No repurchases will be made under the Repurchase Program
before the Commencement Date.
Repurchases
under the Repurchase Program are expected to be made from time to time through open-market purchases, which may include purchases under
a trading plan intended to satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and are intended to be made in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements. The timing,
manner, price (subject to the price limit) and amount of any repurchases will be determined by management based on market conditions,
the trading price of the Common Stock, the Company’s liquidity and capital requirements, legal requirements and other factors.
The Company intends to fund repurchases from its existing cash and cash equivalents. The Repurchase Program does not obligate the Company
to repurchase any particular number of shares or dollar amount of Common Stock.
On
November 3, 2026, the Company issued a press release announcing the Repurchase Program. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Exchange Act, including statements regarding the Repurchase Program, the expected timing of the Commencement Date
and of the Earnings Release, and the manner, timing, amount and funding of any repurchases. These statements are based on current
expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including changes in the
trading price of the Common Stock, market conditions, the Company’s financial condition, liquidity and capital requirements, legal
and regulatory requirements, and the other risks described in the Company’s filings with the Securities and Exchange Commission,
including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation
to update any forward-looking statement, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit Title
or Description |
| 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. |
| |
|
|
| |
By: |
/s/
Xiaohua Lu |
| |
|
Xiaohua Lu |
| |
|
Chief Executive Officer |
| |
|
|
| Date: November 3, 2026 |
|
|
Exhibit
99.1
XMax
Announces $30 Million Share Repurchase Program
Board
of Directors authorizes repurchase of up to $30 million of the Company’s common stock
LOS
ANGELES, November 3, 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 its Board of
Directors has authorized a share repurchase program under which the Company may repurchase up to $30 million in aggregate purchase price
of its outstanding common stock, par value $0.001 per share. Shares may be repurchased only at prices below $5.50 per share.
The
program will begin on a date to be determined (the “Commencement Date”) after the Company has (i) publicly released its
financial results for the fiscal quarter ended September 30, 2026 by press release (“Earnings Release”), (ii) publicly
disclosed any material nonpublic information, and (iii) engaged a broker-dealer for the program. No repurchases will be made before the
Commencement Date, and the program will expire three months after it.
Repurchases
are expected to be made from time to time through open-market purchases, which may include purchases under a trading plan intended to
satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be made
in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements.
The
timing, manner, price (subject to the $5.50 per share limit) and amount of any repurchases will be determined by the Company’s
management based on its evaluation of market conditions, the trading price of the Company’s common stock, liquidity and capital
requirements, legal requirements, and other factors. The program does not obligate the Company to repurchase any particular number of
shares, and it may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund repurchases
with its existing cash and cash equivalents.
“The
Board’s authorization of this share repurchase program reflects our confidence in XMax’s long-term strategy and our commitment
to creating value for shareholders,” said Andy Lu, Chief Executive Officer of XMax. “As we continue to develop our artificial
intelligence software and platform-based services alongside our contemporary furniture business, we intend to take a disciplined approach
to capital allocation, balancing investment in the growth of the business with returns to our shareholders.”
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. 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 the share
repurchase program, the expected timing of its commencement and of the Earnings Release, and the manner, timing, amount and funding
of any repurchases. 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, including changes
in the trading price of the Company’s common stock, market conditions, the Company’s financial condition, liquidity and capital
requirements, legal and regulatory requirements, and the other risks described in the Company’s filings with the Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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
