Here are the DEF 14A proxy statements from XMAX, Inc. (XMAX) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow XMAX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XMAX filings page.
XMax Inc. is asking stockholders to ratify three March and April 2026 issuances and approve two proposed common-stock financings: a private placement and a registered direct offering, each capped at 15,000,000 shares and $85,000,000. If approved, each financing would be completed within three months of stockholder approval, at a price below Nasdaq’s “Minimum Price,” with a discount of up to 50% of the Nasdaq closing price on the trading day immediately before the purchase agreement. The issuances proposed for ratification were 8,500,000 shares on March 9, 2026, 1,958,000 shares on March 30, 2026, and 8,550,000 shares on April 24, 2026.
Nasdaq notified XMax on September 10, 2026 that it was not in compliance with Rule 5635(d), after the December 2025 and March-April issuances together exceeded 20% of common stock outstanding at below the Minimum Price without prior stockholder approval. XMax submitted a compliance plan on September 30, 2026 and was awaiting Nasdaq’s response; if accepted, Nasdaq may grant up to 180 calendar days from the notice to evidence compliance. The special meeting is November 2, 2026, and the Board recommends “FOR” all four proposals, including authority for the Chairman to adjourn the meeting to solicit additional proxies.
XMAX Inc. has called a special stockholder meeting to approve two major share issuance proposals and an adjournment authority. The company seeks approval, under Nasdaq Listing Rule 5635(d), to sell more than 20% of its common stock in both a private placement and a registered direct offering at prices below the Nasdaq-defined “Minimum Price.”
Each of the Private Placement and Shelf Issuance proposals could involve issuing up to 100,000,000 new shares, compared with 63,602,326 shares outstanding as of May 27, 2026. The company states it needs this capital to fund a new AI-focused business strategy and to help maintain its Nasdaq Capital Market listing. Both offerings may be priced at discounts of up to 50% to the prior Nasdaq closing price, and existing holders are warned that their ownership and voting power would be diluted. The board unanimously recommends voting FOR all three proposals.