XMax Inc. 8-K

What Happened XMax Inc. (XWIN) filed a Form 8-K disclosing that on March 30, 2026 it entered into a Securities Purchase Agreement with StratoCore Solutions Ltd. The company agreed to sell 1,958,000 shares of common stock at $3.575 per share for an aggregate purchase price of $6,999,850. The Private Placement will be completed using the Regulation S exemption from registration under the Securities Act. The form of the agreement is attached as Exhibit 10.1 to the 8-K.

Key Details

• Purchaser: StratoCore Solutions Ltd. (a Malaysian company).
• Shares: 1,958,000 shares of XMax common stock.
• Price: $3.575 per share; aggregate proceeds $6,999,850.
• Structure: Private placement to be completed under Regulation S; agreement dated March 30, 2026 (filed March 31, 2026).

Why It Matters

• The transaction will bring nearly $7.0 million of new capital to XMax and will increase the company’s issued shares by 1,958,000.
• Because the sale is being made under Regulation S, the placement is offshore and not registered with the SEC, which can affect resale restrictions and market liquidity for those shares.
• Investors should review the full Securities Purchase Agreement (Exhibit 10.1) for any additional terms and monitor company disclosures for use of proceeds or related impacts on capitalization.