XMax Inc. Receives Nasdaq Notice Over Unapproved Dilutive Share Issuances

What Happened
XMax Inc. (XMAX) announced it received a notification from the Nasdaq Listing Qualifications Department saying the company violated Nasdaq Listing Rule 5635(d) by issuing more than 20% of its outstanding common stock in transactions priced below the rule’s “Minimum Price” without prior shareholder approval. The filings identify a December 19, 2025 Securities Purchase Agreement for 1,187,500 shares at $4.21 per share and three discounted private placements in March–April 2026 (8,500,000 shares on March 9, 1,958,000 shares on March 30, and 8,550,000 shares on April 24) that were also below the Minimum Price. The December issuance and the March/April discounted issuances together exceed the 20% threshold.

Key Details

• Nasdaq rule cited: Listing Rule 5635(d) (requires shareholder approval for issuances ≥20% of outstanding shares at below‑Minimum Price).
• December 19, 2025 issuance: 1,187,500 shares at $4.21; NOCP on Dec 18, 2025 was $6.02 (five‑day average $5.98).
• March/April discounted issuances: 8,500,000 (Mar 9, 2026), 1,958,000 (Mar 30, 2026), 8,550,000 (Apr 24, 2026) shares issued below Minimum Price.
• Compliance timeline: Company has 45 calendar days from the Notification Letter to submit a plan (deadline Oct 26, 2026); Nasdaq may grant up to 180 days if the plan is accepted. The Notification Letter does not affect current listing/trading of XMAX.

Why It Matters
For investors, this is a regulatory compliance issue tied to significant share issuances that diluted existing holders and should have required shareholder approval. If XMax cannot get Nasdaq to accept its compliance plan or otherwise cure the violation, the company could face further Nasdaq proceedings that may ultimately affect its continued listing. The company says it will submit a plan and take steps to regain compliance; meanwhile, XMAX shares continue to trade on Nasdaq under the symbol XMAX.