XMax Inc.: agrees to acquire Hexa Creation Inc for $4,123,711.34

What happened XMax Inc. reported that on Oct 5, 2026 it entered into a Share Purchase Agreement with Professor Yuji Zhao, Skysong Innovations, LLC, and Hexa Creation Inc. to acquire 1,000 shares of Hexa (970 shares, or 97%, from Professor Yuji Zhao and 30 shares, or 3%, from Skysong) for an aggregate purchase price of $4,123,711.34. The filing also states that Hexa will become a wholly owned subsidiary of XMax upon completion and that the company issued a press release on Oct 9, 2026 announcing the acquisition.

Key details

• Aggregate purchase price: $4,123,711.34 (consisting of $4,000,000 to Professor Yuji Zhao and $123,711.34 to Skysong).
• Closing payments: at closing XMax will pay $2,000,000 to the Seller (credited for a $500,000 deposit previously paid on Jun 24, 2026, for a net closing payment of $1,500,000) and $61,855.67 to Skysong.
• Deferred consideration: $2,000,000 to the Seller and $61,855.67 to Skysong are payable on or before Dec 31, 2027 and will bear interest from the closing date at a fixed annual rate not less than the applicable federal rate under IRC Sections 1274 and 483.
• Other terms: until deferred consideration and accrued interest are paid, XMax may not sell, transfer, pledge or encumber the Hexa shares (other than to an affiliate) without consent; XMax will pay a change of control payment to Skysong equal to 5% of the Purchase Price within 30 days after closing; the agreement may be terminated by Apr 5, 2027 if closing has not occurred; Nevada law governs and disputes go to arbitration under the AAA Commercial Arbitration Rules.

Why it may matter This Form 8-K reports Item 1.01 (entry into a material definitive agreement) covering the Share Purchase Agreement to acquire Hexa Creation Inc., and Item 8.01 (other events) noting the press release announcing the acquisition. This filing does not show why the insider traded or why the company acted.