XMAX, Inc.

Item 8.01 Other Events. On October 31, 2026, the Board of Directors (the “Board”) of XMax Inc. (the “Company”) approved a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $30,000,000 in aggregate purchase price of its outstanding common stock, par value $0.001 per share (the “Common Stock”). On November 2, 2026, the Board amended the Repurchase Program by unanimous written consent to revise the conditions to its commencement, as described below. Under the Repurchase Program, the Company may repurchase shares of Common Stock only at prices below $5.50 per share. The Repurchase Program will begin on the Commencement Date (as defined below) and will expire three months after the Commencement Date. The “Commencement Date” will be a date after (i) the Company has publicly released its financial results for the fiscal quarter ended September 30, 2026 by press release (“Earnings Release”), (ii) the Company has publicly disclosed any material nonpublic information, and (iii) the Company has engaged a broker-dealer for the Repurchase Program. No repurchases will be made under the Repurchase Program before the Commencement Date. Repurchases under the Repurchase Program are expected to be made from time to time through open-market purchases, which may include purchases under a trading plan intended to satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be made in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements. The timing, manner, price (subject to the price limit) and amount of any repurchases will be determined by management based on market conditions, the trading price of the Common Stock, the Company’s liquidity and capital requirements, legal requirements and other factors. The Company intends to fund repurchases from its existing cash and cash equivalents. The Repurchase Program does not obligate the Company to repurchase any particular number of shares or dollar amount of Common Stock. On November 3, 2026, the Company issued a press release announcing the Repurchase Program. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Repurchase Program, the expected timing of the Commencement Date and of the Earnings Release, and the manner, timing, amount and funding of any repurchases. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including changes in the trading price of the Common Stock, market conditions, the Company’s financial condition, liquidity and capital requirements, legal and regulatory requirements, and the other risks described in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking statement, except as required by law.