BlackRock, Inc. reports a passive ownership stake in XMAX INC common stock on a Schedule 13G. As of June 30, 2026, BlackRock and certain reporting business units beneficially owned 4,425,213 shares of XMAX common stock, representing 7.0% of the outstanding class.
BlackRock reports sole voting power4,361,993 shares and sole dispositive power4,425,213 shares, with no shared voting or dispositive power. Various underlying clients and investors have rights to dividends or sale proceeds, but no single person holds more than five percent of XMAX’s total outstanding common shares.
XMax Inc. held a special stockholder meeting on July 24, 2026 at which stockholders, with a quorum present, approved actions needed to comply with Nasdaq Listing Rule 5635(d) for large, below-market equity financings. Stockholders approved the sale and issuance of more than 20% of the company’s issued and outstanding common stock in both a private placement (the Private Placement Issuance) and a registered direct offering under an effective Form S-3 registration statement (Registration No. 333-295406, the Shelf Issuance), each at a price lower than the Nasdaq-defined “Minimum Price.”
Proposal 1 (Private Placement Issuance) passed with 25,775,447 votes for, 279,140 against and 52,402 abstaining. Proposal 2 (Shelf Issuance) passed with 25,775,415 votes for, 279,146 against and 52,428 abstentions. Proposal 3, granting the Chairman of the Board discretionary authority to adjourn the special meeting to solicit additional proxies on Proposals 1 and 2, also passed with 25,775,196 votes for, 279,478 against and 52,315 abstentions.
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I on July 17, 2026. Xmax Beta Holdings subscribed for an additional US$8,320,000, increasing its interest in Preamble X Capital I to more than 99.9%. The applicable management fee percentage for this investment is 0%, and the subscription was completed on the same date.
Also on July 17, 2026, Preamble X Capital I agreed to subscribe for approximately 48% interests in a private investment fund for an aggregate amount of $8,000,000, a transaction completed on July 22, 2026. The fund’s manager intends to invest, indirectly, substantially all of its investable assets in shares of common or preferred stock of Figure AI Inc., providing XMax with indirect exposure to that company. XMax treats this as a completion of an acquisition of assets and provides the Subscription Agreement as an exhibit.
XMax Inc., through its indirectly wholly owned Cayman subsidiary Xmax Beta Holdings Ltd., entered into a Subscription Agreement with Preamble X Capital I, a series of Preamble X Capital LLC, on July 6, 2026. Under this agreement, Xmax Beta Holdings subscribed an additional US$8,770,000, increasing its interest in Preamble X Capital I to more than 99.9%. Allocations Fund Administration, LLC serves as the administrative manager of Preamble X Capital I, and the applicable management fee percentage for Xmax Beta Holdings is 0%. The subscription was completed on July 7, 2026 and is described as an acquisition of assets.
XMax Inc. entered Securities Purchase Agreements with certain non-U.S. investors to complete a private placement of 434,600 shares of common stock. The shares are priced at $8.454 each, for a total of $3,674,108.40 in gross proceeds.
The transaction relies on the Regulation S exemption from registration under the Securities Act of 1933. Purchasers agreed to an 18‑month lock-up period during which they are restricted from selling or transferring the acquired shares or related convertible or exercisable securities.
XMax Inc. reported that its Board and Compensation Committee approved amendments to the employment agreements of its three top executives, raising their annual base salaries effective July 1, 2026.
Chief Executive Officer Xiaohua Lu’s salary doubled from $80,000 to $160,000 per year. Chief Operating Officer Yizhou (Steven) Zhao’s salary increased from $80,000 to $159,000 per year, and Chief Financial Officer Jeffery Chuang’s salary rose from $70,000 to $80,000 per year. Aside from these salary changes, other terms of the executives’ employment agreements remain the same. The company filed the form of the amendments as an exhibit.
XMax Inc. reported the results of its 2026 Annual Meeting of Shareholders held on June 5, 2026. Shareholders elected six directors, including Umesh Patel and Xiaohua Lu, to serve until the 2027 annual meeting. Each director nominee received over 12.4 million votes in favor, with relatively few votes against or abstentions and 5,752,115 broker non-votes recorded for each.
Shareholders approved and ratified the appointment of Enrome LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 18,214,504 votes for and small numbers against or abstaining. On an advisory, non-binding basis, shareholders approved the compensation of named executive officers with 12,467,949 votes for. In a separate advisory vote on frequency, most shareholders favored holding the executive compensation vote every year, and the Board currently intends to conduct this advisory vote annually.
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.
XMax Inc. entered into Securities Purchase Agreements with certain non-U.S. investors for a private placement of its common stock. The company agreed to sell 486,500 shares at $7.347 per share, for an aggregate purchase price of $3,574,315.50.
The transaction is structured as an unregistered offering under Regulation S of the Securities Act of 1933. Purchasers are subject to an 18‑month lock-up starting on the agreement date, during which they may not transfer or dispose of the acquired shares or related convertible or exercisable securities without the company’s prior written consent.
XMAX Inc. is asking stockholders to approve two related proposals to permit the company to issue up to 100,000,000 shares of common stock in each of (1) a private placement and (2) a registered direct offering under an effective Form S-3 (Registration No. 333-295406) at prices that may be below Nasdaq’s defined “Minimum Price.”
The proxy states there were 63,602,326 shares outstanding as of May 27, 2026. Each proposal would permit issuance in excess of 20% of outstanding shares and contemplates a maximum discount of up to 50% versus the closing price immediately prior to a binding agreement. The Board recommends a vote FOR both proposals and a vote to grant authority to adjourn to solicit additional proxies.