XMax Inc. 8-K

What Happened XMax Inc. (XMAX) announced that on May 28, 2026 it entered into Securities Purchase Agreements to sell 486,500 shares of its common stock at $7.347 per share in a private placement, raising $3,574,315.50 in aggregate. The sale is to certain non‑U.S. investors and will be completed under the Regulation S exemption from registration. The filing was made on Form 8‑K on June 2, 2026.

Key Details

• Private placement size: 486,500 shares of common stock.
• Price per share: $7.347; aggregate proceeds: $3,574,315.50.
• Purchasers: certain non‑U.S. investors (identified in agreements).
• Transfer restrictions: 18‑month lock‑up from the agreement date during which purchasers may not offer, sell, pledge or transfer the shares or related convertible/exchangeable securities without the Company’s written consent.
• The form of the Securities Purchase Agreements is filed as Exhibit 10.1 to the 8‑K.

Why It Matters This transaction is a capital raise that provides XMax with about $3.57 million in proceeds, which can be used for corporate purposes (the filing does not specify use of proceeds). Because the offering is a private placement to non‑U.S. investors under Regulation S and includes an 18‑month lock‑up, the new shares are restricted from immediate resale, which limits short‑term selling pressure. Investors should note the dilution effect of newly issued shares and review the filed agreements (Exhibit 10.1) for full terms.