UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 2, 2026, XMax Inc., a Nevada corporation (the “Company”), held a special meeting of the stockholders (the “Meeting”). A quorum was present at the Meeting and shareholders: (i) approved the ratification of certain transactions on March 9, 2026, March 30, 2026 and April 24, 2026 and related issuances of shares of common stock of the Company (the “Ratification”); (ii) approved, in compliance with Nasdaq Listing Rule 5635(d), the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a private placement offering at a price lower than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (the “Private Placement Issuance”); (iii) approved, in compliance with Nasdaq Listing Rule 5635(d), the sale and issuance of more than 20% of the Company’s issued and outstanding common stock in a registered direct offering under an effective registration statement on Form S-3 (Registration Number 333-295406) at a price lower than the “Minimum Price” as defined in Nasdaq Listing Rule 5635(d) (the “Shelf Issuance”); and (iv) approved to grant discretionary authority to the Company’s Chairman of the Board of Directors to adjourn the Meeting for the purpose of soliciting additional proxies to approve the above proposals (“Adjournment”).
The final voting results of the matters submitted to a shareholder vote at the Meeting are as follows:
Proposal 1: Approval of the Ratification
| For | Against | Abstain | ||
| 25,415,770 | 1,047,273 | 425 |
Proposal 2: Approval of the Private Placement Issuance
| For | Against | Abstain | ||
| 24,235,436 | 2,228,032 | 0 |
Proposal 3: Approval of the Shelf Issuance
| For | Against | Abstain | ||
| 24,235,445 | 2,228,023 | 0 |
Proposal 4: Approval of the Adjournment
| For | Against | Abstain | ||
| 24,585,804 | 1,877,653 | 11 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| XMax Inc. | |
| /s/ Xiaohua Lu | |
| Xiaohua Lu | |
| Chief Executive Officer | |
| November 4, 2026 |