XMax Inc. 8-K

What Happened
On March 9, 2026, XMax Inc. (XWIN) entered into a Securities Purchase Agreement to sell 8,500,000 shares of its common stock at $4.23 per share in a registered direct offering, for aggregate gross proceeds of $35,955,000 (before offering expenses). The offering is being made under XMax’s effective Form S-3 shelf registration statement (File No. 333-274970) that was declared effective October 23, 2023. The form of the Purchase Agreement is filed as Exhibit 10.1 to the 8-K.

Key Details

• 8,500,000 shares of common stock to be sold at $4.23 per share.
• Aggregate gross proceeds: $35,955,000, before deducting offering expenses.
• Securities sold pursuant to an effective Form S-3 shelf registration (declared effective Oct 23, 2023; originally filed Oct 13, 2023).
• Form of Purchase Agreement filed as Exhibit 10.1; legal opinion filed as Exhibit 5.1.

Why It Matters
This offering will provide XMax with additional cash resources of approximately $36.0 million before expenses, which can affect the company’s liquidity and financing flexibility. Because the offering increases the number of shares outstanding, it will be dilutive to existing shareholders once the shares are issued. The 8-K does not specify the intended use of proceeds; investors should watch for further disclosures and the closing of the offering for more details.