XMAX, Inc.

Item 1.01 Entry into a Material Definitive Agreement On July 1, 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 434,600 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $8.454 per share for an aggregate offering price of $3,674,108.40 (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 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.