XMax Inc. Enters Private Placement for 352,200 Shares

What Happened

• XMax Inc. announced on an 8-K (filed Sept 3, 2026) that it entered into Securities Purchase Agreements with certain non‑U.S. investors dated August 28, 2026 to privately sell 352,200 shares of common stock at $8.417 per share for aggregate proceeds of $2,964,467.40.
• The sale is being completed under the Regulation S exemption and the issuance was previously approved by shareholders under Nasdaq Listing Rule 5635(d) at a special meeting on July 24, 2026.

Key Details

• Purchase price: $8.417 per share; total proceeds: $2,964,467.40.
• Shares to be sold: 352,200 common shares (par value $0.001).
• Lock-up: Purchasers agreed not to offer, sell, pledge or transfer the shares (or convertible/exercisable securities) for 18 months after the agreement date without the company’s prior written consent.
• Agreements are with non‑U.S. investors and the form of the Securities Purchase Agreement was filed as Exhibit 10.1.

Why It Matters

• This transaction raises nearly $3.0 million of equity capital for XMax, which can fund operations, growth or balance-sheet needs.
• It increases the company’s outstanding shares and therefore may have a dilutive effect for existing shareholders.
• The 18‑month lock-up limits near‑term resale by these investors, which can reduce immediate selling pressure on the stock.
• Use of Regulation S means the placement targets non‑U.S. investors and avoids U.S. registration requirements; shareholders already approved the issuance under Nasdaq rules.