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2026-04-06
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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): April 6, 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 |
|
XWIN |
|
Nasdaq
Stock Market |
Item
1.01 Entry into a Material Definitive Agreement
On
April 6, 2026, XMax AI Inc. (“XMax AI” or the “Company”), a wholly owned subsidiary of XMax Inc.,
entered into an AI Inference Platform Deployment and Service Agreement (the “Agreement”) with Cloud Alliance Inc.
(the “Service Provider”), effective as of April 1, 2026.
Pursuant
to the Agreement, the Service Provider will develop and deploy an AI inference platform (“Platform”) to the Amazon
Web Services (AWS) cloud environment designated by the Company. The Service provider will also provide reasonable configuration and limited
customization work as is necessary to make the Platform operational for the Company’s approved use case.
The
total fixed fee for the services under the Agreement is US$400,000 and Company shall pay an initial non-refundable mobilization payment
of US$200,000 within three (3) business days after execution of the Agreement. The remaining US$200,000 shall be due within three (3)
business days following Company’s written acceptance of the Platform in accordance with the acceptance terms in the Agreement.
The
Agreement 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 Agreement, which is incorporated herein by reference.
Item
8.01. Other Events.
On
April 8, 2026, the Company issued a press release announcing the development and deployment of AI inference platform, a copy of which
is attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Exhibit
Title or Description |
| 10.1 |
|
AI Inference Platform Deployment and Service Agreement by and between the Company and Cloud Alliance Inc. dated April 6, 2026. |
| 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. |
| |
|
| |
/s/
Xiaohua Lu |
| |
Xiaohua
Lu |
| |
Chief
Executive Officer |
| |
|
| April
8, 2026 |
|
Exhibit 99.1
XMax
Advances AI Strategy Through Development and Deployment of An AI Inference Platform
Los
Angeles, CA, April 8, 2026 – XMax Inc. (NASDAQ: XWIN) (“XMax” or the “Company”) today announced a key milestone
in its artificial intelligence (“AI”) strategy with the deployment of an AI inference platform, further advancing its expansion
toward a software-driven and platform-based AI business.
XMax
AI Inc., a wholly owned subsidiary of the Company (“XMax AI”), has entered into an agreement with CLOUD ALLIANCE INC to develop
and deploy a cloud-based AI inference platform to the Amazon Web Services (AWS) cloud environment designated by XMax AI. The platform
is designed to support scalable AI application development, multi-model integration, and potential commercial deployment.
The
platform will feature core capabilities including large-model API access and intelligent routing, user authentication, integrated payment
processing, usage-based billing, and workflow management tools. Together, these functionalities are expected to enable XMax to establish
a unified AI service layer supporting both internal operations and potential future external commercialization.
The
deployment is expected to be completed within approximately 30 days, subject to standard implementation conditions.
This
initiative represents a foundational step in XMax’s broader AI expansion strategy, positioning the Company to develop from a traditional
product-focused business into a scalable, software-centric platform. XMax believes that establishing capabilities in the orchestration
and deployment layer of AI services is critical to capturing long-term value in the rapidly evolving AI ecosystem.
“We
view AI infrastructure and software capability as core to our next phase of growth,” said Mr. Xiaohua Lu, Chief Executive Officer
of XMax. “This deployment establishes the foundation for XMax to operate as an AI-enabled platform company, capable of delivering
scalable and commercialized AI solutions.”
Following
deployment, the Company plans to enhance platform capabilities, integrate additional AI models, and explore commercialization opportunities
and strategic partnerships.
About
XMax Inc.
Headquartered
in Commerce, California, XMax Inc. (NASDAQ: XWIN), 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. The Company
operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer base. In
addition, XMax is expanding into artificial intelligence technologies, including AI software and platform-based services, to support
future growth. By leveraging both its core operations and emerging technologies, the Company aims to drive diversification and long-term
value creation.
About
Cloud Alliance Inc.
Cloud
Alliance Inc. is a Virginia-based company providing cloud, IT modernization, DevOps, cybersecurity support, high-performance computing,
and AI-enabled technology services to government and commercial clients. The company’s capabilities include cloud migration and
modernization, enterprise cloud architecture, system design and development, testing, operations and maintenance, troubleshooting, security
vulnerability management, and data processing and AI integration. Cloud Alliance supports mission-critical, enterprise-wide systems for
federal and state government customers and maintains public visibility across government-focused contract channels including DOC NOAA
NMITS, DOT SWEP, USDA STRATUS, and the GSA Schedule.
Forward-Looking
Statements
This
press release may contain 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, including, among others, our ability to fully resume our operations and
remain financially healthy, our expected future growth prospects. 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.
Investor
Relations Contact
ICR
LLC.
XMaxIR@icrinc.com
