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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 7, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
On October 7, 2026, XMAX Inc. (the “Company”) renewed Employment Agreement (the “Agreement”) with Mr. Yizhou
(Steven) Zhao, the Company’s Chief Operating Officer, to serve in such position for another one-year term, subject to renewal.
Under the terms of the Agreement, Mr. Zhao will receive an annual salary of $159,000 and will be eligible for an annual cash bonus in
the Board’s sole discretion.
The
foregoing description of the Agreement is only a summary of the terms of the Agreement and does not purport to be a complete description
of such document, and is qualified in its entirety by reference to the Agreement, a copy of which is attached as an exhibit hereto and
which is incorporated by reference into this Item 5.02(e).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
Employment Agreement by and between XMAX Inc. and Yizhou (Steven) Zhao dated October 7, 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. |
| |
|
|
| |
By:
|
/s/
Xiaohua Lu |
| |
|
Xiaohua
Lu |
| |
|
Chief
Executive Officer |
| |
|
|
| Date:
October 13, 2026 |
|
|
