XMax Inc. 8-K

What Happened
XMax Inc. (XMAX) announced it entered into Securities Purchase Agreements dated July 1, 2026 to sell 434,600 shares of its common stock at $8.454 per share in a private placement, raising $3,674,108.40 in total. The sale was made to certain non‑U.S. investors pursuant to the Regulation S exemption. The company filed the agreements as Exhibit 10.1 to its Form 8‑K filed July 7, 2026.

Key Details

• Shares sold: 434,600 shares of common stock.
• Price per share: $8.454; aggregate proceeds: $3,674,108.40.
• Buyers: certain non‑U.S. investors; offering completed under Regulation S (exemption from U.S. registration).
• Lock‑up: purchasers agreed not to transfer or offer the shares (or related convertible/exchangeable securities) for 18 months from the agreement date without the company’s prior written consent.

Why It Matters
This transaction provides XMax with approximately $3.67 million in cash proceeds, which can support operations, growth initiatives, or balance‑sheet needs. It also increases the number of outstanding shares by 434,600, which is a concrete change in share count (potential dilution for existing holders). The 18‑month lock‑up delays resale by these investors, limiting immediate selling pressure from this placement. The offering was made to non‑U.S. investors under Regulation S and was not registered in the U.S.