Entry into a Material Definitive Agreement · Other Events
Item Entry 1.01 into a Material Definitive Agreement. On June 23, 2026, Massimo Group, as borrower (the “Company”), entered into a loan agreement (the “Loan Agreement”) with David Shan, the Company’s Executive Chairman of the Board of Directors, as lender, pursuant to which the Company can borrow up to $4 million (the “Loan”) over a one year period to allow the Company to pursue strategic growth i…
Filed Jun 24, 2026Accepted Jun 24, 2026, 9:20 AM EDTCIK 1952853Accession 0001493152-26-029886
Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry
1.01 into a Material Definitive Agreement.
On
June 23, 2026, Massimo Group, as borrower (the “Company”), entered into a loan agreement (the
“Loan Agreement”) with David Shan, the Company’s Executive Chairman of the Board of Directors, as lender, pursuant
to which the Company can borrow up to $4 million (the “Loan”) over a one year period to allow the Company to pursue strategic
growth initiatives, including the development, testing, commercialization and advancement of technology-enabled products, intelligent
security solutions, autonomous mobility applications and related business activities.
The
Loan bears interest of 4%, payable monthly in arrears, with the aggregate principal amount of all advances made under the Loan Agreement,
together with any remaining accrued and unpaid interest thereunder, to be repaid by the Company in full on June 22, 2027, subject to
earlier termination or extension as provided in the Loan Agreement.
The
Loan Agreement contains customary affirmative and negative covenants with respect to the Company, including, among other things, compliance
with laws, corporate existence, no conflicts, restrictions on the number of advances, and other customary covenants. These covenants
are subject to a number of limitations and exceptions as provided in the Loan Agreement. Additionally, the Loan Agreement contains customary
events of default, bankruptcy and insolvency, and remedies provisions.
The
Company’s obligations under the Loan Agreement are unsecured.
The
description of the Loan Agreement contained in this Item 1.01 is qualified in its entirety by reference to the complete text of the Loan
Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K.
Item 8.01Item 8.01 - Other Events
Item Other
8.01. Events.
On
June 24, 2026, the Company published a press release announcing its entry into the Loan Agreement, along with its termination
of a previously announced letter of intent. The Company’s press release is furnished herewith as Exhibit 99.1.
The
information provided in this Item 8.01 (including Exhibit 99.1 hereto), is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such
a filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Massimo
Group Secures Up to US$4 Million in Controlling Shareholder Funding to Accelerate Intelligent Patrol Systems Development and Terminates
Previously Announced FST Acquisition
Company
Will No Longer Pursue Previously Contemplated Stock-Based Acquisition Structure and Will Focus on Advanced Security Technologies, Autonomous
Patrol Platforms and AI-Enabled Security Solutions
GARLAND,
Texas, June 24, 2026 - Massimo Group (NASDAQ: MAMO) (“Massimo” or the “Company”), a manufacturer
and distributor of powersports vehicles, UTVs, ATVs and innovative mobility solutions, today announced that it has terminated its previously
announced proposed acquisition of FST Development Company Limited (“FST”), originally disclosed on February 3, 2026.
Under
the previously contemplated transaction structure, a portion or all of the acquisition consideration could have been satisfied through
the issuance of Company shares. Following a comprehensive review of the Company’s strategic priorities, capital allocation plans
and recent internal development progress, the Company has elected not to proceed with the proposed acquisition and will no longer pursu…