What is the share price and total amount raised by XMax Inc. (XMAX)?

The company priced the private placement shares at $7.347 each, for total gross proceeds of $3,574,315.50. This reflects the sale of 486,500 shares of common stock to certain non-U.S. investors under Securities Purchase Agreements.

XMax Inc. raises $3.57M in private placement

XMax Inc. entered into Securities Purchase Agreements with certain non-U.S. investors for a private placement of its common stock.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

XMax secures $3.57M via locked-up Regulation S equity raise.

XMax Inc. arranged a private placement with non-U.S. investors for $3,574,315.50 in gross proceeds, selling 486,500 common shares at $7.347 per share under Regulation S. This adds equity capital without using a public registration.

The 18‑month lock-up limits purchasers from transferring or disposing of the shares or related securities without company consent, potentially reducing near-term resale activity from this issuance. Overall, this is a routine capital-raising step; actual impact depends on the company’s broader balance sheet and capital needs, which are not detailed here.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares sold: 486,500 shares Share price: $7.347 per share Aggregate proceeds: $3,574,315.50 +1 more

4 metrics

Shares sold 486,500 shares Common stock sold in Regulation S private placement

Share price $7.347 per share Purchase price for private placement shares

Aggregate proceeds $3,574,315.50 Total purchase price for the private placement

Lock-up period 18 months Restriction on transfers of purchased shares and related securities

Key Terms

Securities Purchase Agreements, private placement, Regulation S, Lock-Up

4 terms

Securities Purchase Agreements financial

"entered into Securities Purchase Agreements (the “Agreements”) with certain non-U.S. investors"

A securities purchase agreement is a legal contract that spells out the terms when a company sells stocks, bonds, or other investment instruments to buyers. It lays out price, how many securities change hands, any promises or protections for each side, and when the sale is completed—like a detailed sales contract for investments. Investors care because it determines ownership stakes, potential dilution, rights attached to the securities, and conditions that affect the company’s future value.

private placement financial

"sell to the Purchasers in a private placement for a total of 486,500 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Regulation S regulatory

"completed pursuant to the exemption from registration provided by Regulation S promulgated"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Lock-Up financial

"ending 18 months after such date (the “Lock-Up”) offer, pledge, sell, contract to sell"

A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.

FAQ

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

What equity financing did XMax Inc. (XMAX) announce in this 8-K?

XMax Inc. agreed to a private placement of 486,500 common shares, raising $3,574,315.50 in gross proceeds. The shares were sold to certain non-U.S. investors under Regulation S at a price of $7.347 per share.

Who are the investors in XMax Inc.’s (XMAX) private placement?

The investors are certain non-U.S. purchasers identified in the Securities Purchase Agreements. They are parties to Regulation S private placement transactions with XMax Inc., buying newly issued common shares directly from the company in this financing.

What lock-up restrictions apply to XMax Inc. (XMAX) private placement investors?

Purchasers agreed to an 18-month lock-up from the agreement date. During this period, without XMax’s prior written consent, they may not offer, sell, lend, pledge, or otherwise transfer the shares or related convertible or exercisable securities.

Under which exemption was XMax Inc. (XMAX) private placement conducted?

The offering was conducted under Regulation S of the Securities Act of 1933. This exemption permits offerings to non-U.S. investors without SEC registration, provided specific offshore offering and resale conditions are satisfied by the company and purchasers.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:30 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 111.1 KB

XMax Inc. raises $3.57M in private placement

Rhea-AI Filing Summary

Positive

Negative