Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On August 28, 2026, XMax Inc. (the "Company") entered into Securities Purchase Agreements (the "Agreements") with certain non-U.S. investors identified on the signature pages thereto (the "Purchasers"), pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 352,200 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $8.417 per share for an aggregate offering price of $2,964,467.40 (the "Private Placement"). In addition, without the prior written consent of the Company, the Purchasers shall not, during the period commencing on the date of the Agreements and ending 18 months after such date (the "Lock-Up") offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, with respect to which such Purchaser has the power of disposition. The Private Placement will be completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The sale and issuance of Shares in compliance with Nasdaq Listing Rule 5635(d) was approved by the shareholders at the special shareholders meeting of the Company on July 24, 2026.

The form of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements is subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.