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  4. [8-K] XMax Inc. Reports Material Event

XMax Inc. (XMAX) holders OK 20%+ discounted stock issuances

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XMax Inc. held a special stockholder meeting on July 24, 2026 at which stockholders, with a quorum present, approved actions needed to comply with Nasdaq Listing Rule 5635(d) for large, below-market equity financings. Stockholders approved the sale and issuance of more than 20% of the company’s issued and outstanding common stock in both a private placement (the Private Placement Issuance) and a registered direct offering under an effective Form S-3 registration statement (Registration No. 333-295406, the Shelf Issuance), each at a price lower than the Nasdaq-defined “Minimum Price.”

Proposal 1 (Private Placement Issuance) passed with 25,775,447 votes for, 279,140 against and 52,402 abstaining. Proposal 2 (Shelf Issuance) passed with 25,775,415 votes for, 279,146 against and 52,428 abstentions. Proposal 3, granting the Chairman of the Board discretionary authority to adjourn the special meeting to solicit additional proxies on Proposals 1 and 2, also passed with 25,775,196 votes for, 279,478 against and 52,315 abstentions.

Positive

  • None.

Negative

  • Stockholders authorized potential issuance of more than 20% of outstanding common stock in both a private placement and a registered direct offering at prices below Nasdaq’s “Minimum Price,” which could materially dilute existing holdings when executed.

Filing Explained

Stockholders approved financings exceeding 20% of existing common stock, but this filing records authorization—not completed issuance, proceeds, or dilution.

XMax reports that stockholders approved two proposed financings at the July 24 special meeting: a private placement and a registered direct offering, each involving more than 20% of outstanding common stock at below Nasdaq’s Minimum Price. The current state is approval rather than reported completion: the filing does not say that either offering’s shares were sold or issued, so the approved transactions do not yet establish dilution or proceeds received.

A private placement is a sale to selected investors, while an S-3 registration provides capacity to sell registered securities in the future; filing an S-3 does not itself sell shares. If the approved shares are issued, additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

The filing gives no offering price, dollar proceeds, share count, use of proceeds, or conversion terms, so its eventual financing size and economics cannot be determined from this disclosure.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Authorized issuance size more than 20% of issued and outstanding common stock Size of each of the Private Placement Issuance and Shelf Issuance approved under Nasdaq Rule 5635(d)
Proposal 1 votes for 25,775,447 Votes in favor of approving the Private Placement Issuance
Proposal 2 votes for 25,775,415 Votes in favor of approving the Shelf Issuance under Form S-3
Proposal 3 votes for 25,775,196 Votes in favor of granting the Chairman discretionary adjournment authority
Proposal 1 votes against 279,140 Votes against the Private Placement Issuance
Proposal 2 votes against 279,146 Votes against the Shelf Issuance
Nasdaq Listing Rule 5635(d) regulatory
"approved, in compliance with Nasdaq Listing Rule 5635(d), the sale and issuance"
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.
Private Placement Issuance financial
"the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a private placement offering"
registered direct offering financial
"the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a registered direct offering"
A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.
Form S-3 regulatory
"a registered direct offering under an effective registration statement on Form S-3 (Registration Number 333-295406)"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Minimum Price financial
"at a price lower than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d)"
The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

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

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FAQ

What did XMAX stockholders approve at the July 24, 2026 special meeting?
Stockholders approved the sale and issuance of more than 20% of XMax’s common stock in a private placement and a registered direct offering at prices below Nasdaq’s “Minimum Price,” plus discretionary adjournment authority for the Chairman related to those proposals.

How did XMAX shareholders vote on the Private Placement Issuance?
For the Private Placement Issuance, shareholders cast 25,775,447 votes for, 279,140 against and 52,402 abstaining. This approval satisfies Nasdaq Listing Rule 5635(d) requirements for issuing over 20% of outstanding shares in a below-market private placement.

What is the approved Shelf Issuance for XMAX under Form S-3 (333-295406)?
Stockholders approved a Shelf Issuance allowing XMax to sell and issue more than 20% of its common stock through a registered direct offering under Form S-3, Registration No. 333-295406, at a price below Nasdaq’s “Minimum Price,” in compliance with Rule 5635(d).

Did XMAX approve potential dilution exceeding 20% of its common stock?
Yes. Stockholders approved two proposals authorizing XMax to issue more than 20% of its issued and outstanding common stock in both a private placement and a registered direct offering, each at prices below Nasdaq’s “Minimum Price,” enabling significant potential dilution when used.

What authority did XMAX’s Chairman receive under Proposal 3?
Proposal 3 granted the Chairman discretionary authority to adjourn the special meeting to solicit additional proxies to approve Proposals 1 and 2. It passed with 25,775,196 votes for, 279,478 against and 52,315 abstaining, reinforcing support for the financing approvals.

How close were the vote totals on XMAX’s financing proposals?
Both financing proposals received over 25.7 million votes in favor, versus about 279,000 against and just over 52,000 abstentions each. The similar, strongly positive margins indicate broad shareholder support for the potential below-market, over-20% stock issuances.
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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 24, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On July 24, 2026, XMax Inc., a Nevada corporation (the “Company”), held a special meeting of the stockholders (the “Meeting”). A quorum was present at the Meeting and shareholders: (i) approved, in compliance with Nasdaq Listing Rule 5635(d), the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a private placement offering at a price lower than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (the “Private Placement Issuance”); (ii) approved, in compliance with Nasdaq Listing Rule 5635(d), the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a registered direct offering under an effective registration statement on Form S-3 (Registration Number 333-295406) at a price lower than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (the “Shelf Issuance”); and (iii) approved to grant discretionary authority to the Company’s Chairman of the Board of Directors to adjourn the Special Meeting for the purpose of soliciting additional proxies to approve proposals i and ii.

 

The final voting results of the matters submitted to a shareholder vote at the Meeting are as follows:

 

Proposal 1: Approval of Private Placement Issuance

 

For   Against   Abstain  
25,775,447   279,140   52,402  

 

Proposal 2: Approval of Shelf Issuance

 

For   Against   Abstain  
25,775,415   279,146   52,428  

 

Proposal 3: Approval of Grant of Discretionary Authority to Chairman of the Board

 

For   Against   Abstain  
25,775,196   279,478   52,315  

 

 

 

 

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 28, 2026  

 

 

 

Source: View Original Filing on SEC EDGAR

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