XMax Inc. entered into Securities Purchase Agreements on August 28, 2026, to sell common stock to certain non-U.S. investors in a private placement. The company agreed to sell a total of 352,200 shares of its common stock, which has a par value of $0.001 per share, at a purchase price of $8.417 per share.
The aggregate offering price for the transaction is $2,964,467.40. The sale of the shares was conducted pursuant to an exemption from registration provided by Regulation S under the Securities Act of 1933.
The transaction was approved by the company’s shareholders at a special shareholders meeting held on July 24, 2026, in compliance with Nasdaq Listing Rule 5635(d). The agreement includes a lock-up provision that restricts the Purchasers from offering, pledging, selling, or transferring the shares for a period of 18 months following the date of the agreements, without the prior written consent of the company.
Exhibit 10.1 to the filing contains the form of the Securities Purchase Agreements.