false
0001473334
0001473334
2026-05-28
2026-05-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 28, 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
On
May 28, 2026, XMax Inc. (the “Company”) entered into Securities Purchase Agreements (the “Agreements”)
with certain non-U.S. investors identified on the signature pages thereto (the “Purchasers”), pursuant to which the
Company agreed to sell to the Purchasers in a private placement for a total of 486,500 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $7.347 per share
for an aggregate offering price of $3,574,315.50 (the “Private Placement”). In addition, without the prior written
consent of the Company, the Purchasers shall not, during the period commencing on the date of the Agreements and ending 18 months after
such date (the “Lock-Up”) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of,
directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, with respect to which
such Purchaser has the power of disposition. The Private Placement will be completed pursuant to the exemption from registration
provided by Regulation S promulgated under the Securities Act of 1933, as amended.
The
form of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement
is subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
Please
see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
Form of Securities Purchase Agreements by and between the Company and Purchasers dated May 28, 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 |
| |
|
| June
2, 2026 |
|
