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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 3, 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)
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
2.02 Results of Operations and Financial Condition.
On
November 3, 2026, XMax Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results
for the third quarter and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The
preliminary financial information included in the press release is based on the Company’s current estimates and information available
as of the date of the press release. The Company’s financial closing and review procedures for the quarter ended September 30,
2026 have not been completed, and the Company’s independent registered public accounting firm has not completed its review of,
and does not express an opinion or any other form of assurance with respect to, the preliminary financial information. The Company’s
final results, which it expects to report in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, may differ materially
from the preliminary results.
The
information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
7.01 Regulation FD Disclosure
The
information set forth under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is incorporated by reference into this
Item 7.01. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such
a filing.
Forward-Looking
Statements
This
Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s preliminary financial
results and the expected timing of the filing of its Quarterly Report on Form 10-Q. These statements are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including adjustments arising from the
completion of the Company’s financial closing procedures and the review of its interim financial statements, and the other risks
described in the press release and in the Company’s filings with the Securities and Exchange Commission, including its most recent
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking
statement, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 99.1 |
|
Press Release |
| 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:
November 3, 2026 |
|
|
Exhibit
99.1
XMax
Inc. Announces Preliminary Third Quarter 2026 Financial Results
LOS
ANGELES, November 3, 2026 (GLOBE NEWSWIRE) — XMax Inc. (NASDAQ: XMAX, “XMAX” or the “Company”), a distributor
of contemporary furniture and artificial intelligence software and platform-based service provider, today announced selected preliminary
unaudited financial results for the third quarter and nine months ended September 30, 2026.
Preliminary
Third Quarter 2026 Financial Highlights:
| ● | Net
Sales: Approximately $6.42 million, compared to $9.76 million in the third quarter of 2025. |
| ● | Gross
Profit: Approximately $0.89 million, representing a gross margin of approximately 13.9%,
compared to 10.1% in the third quarter of 2025. |
| ● | Net
Loss: Expected to be in the range of $12.10 million to $13.10 million, primarily reflecting
a non-cash unrealized loss |
Preliminary
Nine Months Ended September 30, 2026 Financial Highlights:
| ● | Net
Sales: Approximately $10.94 million, compared to $14.95 million for the nine months ended
September 30, 2025. |
| ● | Gross
Profit: Approximately $2.87 million, representing a gross margin of approximately 26.2%,
compared to 23.2% for the nine months ended September 30, 2025. |
| ● | Net
Income: Expected to be in the range of $19.50 million to $20.50 million, primarily reflecting
a non-cash unrealized gain, partially offset by income tax expense. |
Management
Commentary
“The
third quarter was a period of transition for XMax as we continued to build our AI business alongside our furniture distribution business,”
said Andy Lu, Chief Executive Officer of XMax. “We have continued to make commercial progress in AI,” Mr. Lu added. “Since
mid-September, we have announced our cooperation with apM Group in Korea, our entry into an agreement to acquire Hexa Creation Inc.,
and an AI infrastructure services agreement that we expect to generate over US$100 million in revenue over the next five years, subject
to satisfaction of certain closing conditions. Our focus now is on executing on and commercializing these initiatives. Our Board of Directors
recently approved a share repurchase program of up to $30 million, which reflects our confidence in our long-term strategy and our commitment
to disciplined capital allocation.”
Preliminary
Financial Information
The
unaudited financial information presented in this press release is preliminary and subject to change. The Company’s financial closing
and review procedures with respect to the preliminary financial information have not yet been completed, and the Company’s independent
registered public accounting firm has not completed its review of, and does not express an opinion or any other form of assurance with
respect to, the preliminary financial information. As a result, the Company’s final reported financial results may differ materially
from the preliminary amounts presented in this release.
The
preliminary financial information reflects the Company’s current estimates based on information available as of the date of this
release and should not be viewed as a substitute for complete financial statements prepared in accordance with U.S. generally accepted
accounting principles (GAAP). The preliminary results may be affected by the completion of financial closing procedures, final adjustments
and other developments.
The
Company expects to report its complete financial results for the third quarter and nine months ended September 30, 2026 in its Quarterly
Report on Form 10-Q, which it expects to file with the Securities and Exchange Commission on or before November 16, 2026.
About
XMax Inc.
Headquartered
in Commerce, California, XMax Inc. (NASDAQ: XMAX), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design,
sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies and applications.
The Company operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer
base. In addition, the Company is expanding into artificial intelligence technologies, including AI software and platform-based services
through its wholly owned subsidiaries XMax AI Inc. and Elonx AI Holdings PTE. LTD., to support future growth. By leveraging emerging
technologies, the Company aims to drive diversification and long-term value creation.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, among others, statements regarding
the Company’s preliminary financial results for the third quarter and nine months ended September 30, 2026, our expected future
growth prospects, our ability to successfully deploy and commercialize our AI platform and services, our ability to generate revenue
from our AI initiatives, the satisfaction of the closing conditions under, and the expected benefits of, our GPU-as-a-service agreement,
the timing, manner and amount of any repurchases under our share repurchase program, and our plans to regain compliance with Nasdaq Listing
Rule 5635(d). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some
cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,”
“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”
“predict,” “should,” “will,” “expect,” “objective,” “projection,”
“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”
“trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of
these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking.
These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception
of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the
circumstances. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including
adjustments arising from the completion of our financial closing procedures and the review of our interim financial statements; fluctuations
in the value of our investments; whether the board approval and security conditions under the GPU-as-a-service agreement are satisfied
and the performance of our counterparties; changes in the trading price of our common stock and market conditions; our ability to regain
and maintain compliance with Nasdaq listing requirements; and the other risks described in the Company’s filings with the Securities
and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking
statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement,
except as required by law.
Investor
Relations Contact
ICR
LLC.
XMaxIR@icrinc.com
