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2026-11-02
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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): November 2, 2026
XMAX
Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36259 |
|
|
| (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
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
November 2, 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 the ratification of certain transactions
on March 9, 2026, March 30, 2026 and April 24, 2026 and related issuances of shares of common stock of the Company (the “Ratification”);
(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 private placement offering at a price lower than the “Minimum Price” as defined in Nasdaq Listing
Rule 5635(d) (the “Private Placement Issuance”); (iii) 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 (iv) approved to grant discretionary authority to the Company’s
Chairman of the Board of Directors to adjourn the Meeting for the purpose of soliciting additional proxies to approve the above proposals
(“Adjournment”).
The
final voting results of the matters submitted to a shareholder vote at the Meeting are as follows:
Proposal
1: Approval of the Ratification
| For |
|
Against |
|
Abstain |
| 25,415,770 |
|
1,047,273 |
|
425 |
Proposal
2: Approval of the Private Placement Issuance
| For |
|
Against |
|
Abstain |
| 24,235,436 |
|
2,228,032 |
|
0 |
Proposal
3: Approval of the Shelf Issuance
| For |
|
Against |
|
Abstain |
| 24,235,445 |
|
2,228,023 |
|
0 |
Proposal
4: Approval of the Adjournment
| For |
|
Against |
|
Abstain |
| 24,585,804 |
|
1,877,653 |
|
11 |
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 |
| |
|
| November
4, 2026 |
|
