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XMax flagged by Nasdaq over discounted share sales

XMax Inc. faces Nasdaq non-compliance over discounted share issuances but its stock continues trading while it prepares a plan to regain compliance.

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

Rhea-AI Filing Summary

XMax Inc. (XMAX) disclosed that Nasdaq notified the company on September 10, 2026 that it is not in compliance with Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for certain discounted issuances of 20% or more of pre-transaction outstanding shares. The non-compliance arises from a December 19, 2025 private issuance of 1,187,500 shares at $4.21 per share and three additional discounted private placements in March and April 2026 totaling 8,500,000 shares (March 9, 2026), 1,958,000 shares (March 30, 2026) and 8,550,000 shares (April 24, 2026). These issuances, when aggregated, exceeded 20% of the company’s common stock and were priced below the “Minimum Price,” which is tied to the Net Official Closing Price, including a NOCP of $6.02 and a five-day average NOCP of $5.98 as of December 18, 2025. XMax has until October 26, 2026 to submit a compliance plan; Nasdaq may then grant up to 180 calendar days from the notification date to evidence compliance. The company states it intends to submit such a plan, and its common stock will continue trading on Nasdaq under the symbol XMAX during this compliance period.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice: XMax Inc. is not in compliance with Nasdaq Listing Rule 5635(d) after issuing more than 20% of its common stock in discounted private placements without prior shareholder approval, creating a potential delisting risk if it cannot successfully regain compliance.

Filing Explained

If Nasdaq rejects XMax’s compliance plan, the company may request a hearing and appeal that decision to a Nasdaq Hearings Panel; the filing describes this as a future contingency.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
December 19, 2025 issuance size 1,187,500 shares Shares of common stock issued at $4.21 per share in a private placement
December 19, 2025 issuance price $4.21 per share Offering price for 1,187,500 shares in the December issuance
Net Official Closing Price (NOCP) $6.02 NOCP for XMax common stock as of December 18, 2025
Five-day average NOCP $5.98 Five-day average NOCP for the period ended December 18, 2025
March 9, 2026 discounted issuance 8,500,000 shares Private placement issued at a price less than the Minimum Price
March 30, 2026 discounted issuance 1,958,000 shares Private placement issued at a price less than the Minimum Price
April 24, 2026 discounted issuance 8,550,000 shares Private placement issued at a price less than the Minimum Price
Compliance plan deadline October 26, 2026 Deadline to submit a plan to regain compliance with Nasdaq Listing Rule 5635(d)
Nasdaq Listing Rule 5635(d) regulatory
"indicating that the Company is not in compliance with Nasdaq Listing Rule 5635(d)"
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.
Minimum Price financial
"issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price"
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.
Net Official Closing Price financial
"The Net Official Closing Price (“NOCP”) for the Company’s common stock was $6.02"
private placement transactions financial
"Subsequently, in March and April of 2026, the Company entered into five additional private placement transactions"
Sale of stocks, bonds, or other securities directly to a small group of selected investors rather than through a public stock offering; these deals use regulatory exemptions to avoid the full public-registration process. It matters to investors because private placements can change a company’s ownership, raise capital without broad-market scrutiny, and affect share dilution and future liquidity—think of it like a company selling a block of its shares to a few private buyers instead of putting them up for public auction.
Nasdaq Hearings Panel regulatory
"the Company will have the opportunity to request a hearing and appeal that decision to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did XMax Inc. (XMAX) receive a Nasdaq non-compliance notice?
XMax received a notice because a December 19, 2025 issuance of 1,187,500 shares at $4.21 and three discounted private placements in March and April 2026, when aggregated, exceeded 20% of its common stock and were priced below the Minimum Price without prior shareholder approval as required by Rule 5635(d).

What specific share issuances triggered Nasdaq Listing Rule 5635(d) for XMAX?
The triggering issuances were: 1,187,500 shares at $4.21 on December 19, 2025, plus three discounted private placements of 8,500,000 shares (March 9, 2026), 1,958,000 shares (March 30, 2026), and 8,550,000 shares (April 24, 2026). Together they exceeded 20% of outstanding common stock at below the Minimum Price.

What were the Minimum Price benchmarks cited for XMax Inc. (XMAX)?
For the December 2025 issuance, XMax cites a Net Official Closing Price (NOCP) of $6.02 and a five-day average NOCP of $5.98 as of December 18, 2025. The December issuance price of $4.21 was below this Minimum Price benchmark.

How long does XMax Inc. (XMAX) have to regain Nasdaq compliance?
XMax has 45 calendar days from the September 10, 2026 notification, until October 26, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notification date to evidence full compliance.

Is XMax Inc. (XMAX) being delisted from Nasdaq now?
No. The company states the notification letter has no immediate effect on the listing or trading of its common stock. XMax’s shares will continue to trade on the Nasdaq Stock Market under the symbol XMAX during the compliance period while it pursues a remediation plan.

What actions does XMax Inc. (XMAX) plan to take in response to Nasdaq’s notice?
XMax states that it intends to submit a plan to regain compliance with Nasdaq Listing Rule 5635(d) within the required timeframe and to take all steps necessary to regain compliance. Details of the plan are not described in this disclosure.

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

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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): September 10, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On September 10, 2026, XMAX, Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% or more of the pre-transaction shares outstanding at less than the Minimum Price (as defined in Listing Rule 5635(d)(1)(A)).

 

As described in the Notification Letter, on December 19, 2025, the Company entered into a Securities Purchase Agreement with two investors to issue 1,187,500 shares of common stock at an offering price of $4.21 per share (the “December Issuance”). The Net Official Closing Price (“NOCP”) for the Company’s common stock was $6.02 as of December 18, 2025, and the five-day average NOCP for the period then ended was $5.98. The December Issuance was priced at $4.21, which is less than the Minimum Price.

 

Subsequently, in March and April of 2026, the Company entered into five additional private placement transactions. Three of the five additional transactions, specifically 8,500,000 shares for March 9, 2026 transaction, 1,958,000 shares for March 30, 2026 transaction and 8,550,000 shares for April 24, 2026 transaction were issued at a price less than the Minimum Price (the “March and April Discounted Issuances”).

 

The December Issuance, aggregated with the March and April Discounted Issuances (the “Aggregated Issuance”), represents greater than 20% of the common stock outstanding and was priced below the Minimum Price, and the Company was required to obtain prior shareholder approval under Listing Rule 5635(d).

 

Under Nasdaq’s rules, the Company has 45 calendar days from the date of the Notification Letter, or until October 26, 2026, to submit a plan to regain compliance with Listing Rule 5635(d). If the Company’s plan is accepted, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notification Letter to evidence compliance. If the Company’s plan is not accepted, the Company will have the opportunity to request a hearing and appeal that decision to a Nasdaq Hearings Panel.

 

The Company intends to submit a plan to regain compliance within the required timeframe and to take all steps necessary to regain compliance with Listing Rule 5635(d).

 

The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Stock Market, and the Company’s common stock will continue to trade on the Nasdaq Stock Market under the symbol “XMAX” during the compliance period.

 

 

 

 

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
   
September 15, 2026  

 

 

 

Source: View Original Filing on SEC EDGAR

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