XMax Inc. Approves >20% Share Issuances Below Nasdaq Minimum Price

What Happened
On July 24, 2026 XMax Inc. (a Nevada corporation) held a special stockholder meeting and shareholders approved two proposals, in compliance with Nasdaq Listing Rule 5635(d), allowing the company to sell and issue more than 20% of its outstanding common stock at prices below the Nasdaq “Minimum Price.” The meeting also approved giving the Chairman discretionary authority to adjourn the meeting to solicit additional proxies.

Key Details

• Date of meeting: July 24, 2026; a quorum was present.
• Proposal 1 (Private Placement Issuance) approved: For 25,775,447; Against 279,140; Abstain 52,402.
• Proposal 2 (Shelf Issuance under Form S-3, Reg. No. 333-295406) approved: For 25,775,415; Against 279,146; Abstain 52,428.
• Proposal 3 (Discretionary authority to Chairman to adjourn) approved: For 25,775,196; Against 279,478; Abstain 52,315.

Why It Matters
These approvals permit XMax to issue a substantial amount of new shares—via a private placement and a registered direct offering—at prices below Nasdaq’s defined “Minimum Price.” If the company actually issues the shares, existing shareholders could see dilution (a reduction in ownership percentage and potential downward pressure on the stock price). Investors should watch for subsequent filings that disclose the size, price, timing, and counterparties for any actual issuances.