XMax Inc. 8-K

What Happened

• On December 19, 2025, XMax Inc. (XWIN) entered into a Securities Purchase Agreement to sell 1,187,500 shares of its common stock in a registered direct offering at $4.21 per share. The transaction is expected to generate aggregate gross proceeds of $4,999,375 before offering expenses. The offering is being made under an effective Form S-3 shelf registration (File No. 333-274970) that was declared effective October 23, 2023.

Key Details

• Number of shares: 1,187,500 common shares.
• Price per share: $4.21; aggregate gross proceeds: $4,999,375 (before expenses).
• Agreement date: December 19, 2025; purchasers are those identified on the signature pages of the Purchase Agreement.
• The shares are being offered under the company’s effective S-3 shelf registration; the form of the Purchase Agreement is filed as an exhibit to the 8-K.

Why It Matters

• The offering will raise about $5.0 million in gross proceeds, which can affect the company's cash position and ability to fund operations or strategic plans (the filing does not specify the intended use of proceeds).
• Issuing 1,187,500 new shares will increase the number of outstanding shares and dilute existing shareholders’ percentage ownership.
• Investors should watch for completion of the offering, any disclosure on the use of proceeds, and subsequent filings that show updated shares outstanding or changes to financial plans.