NVFY · XMAX, Inc.

XMax Inc., a Nevada corporation listed on Nasdaq, executed Securities Purchase Agreements on April 24, 2026, with six non-U.S. investors to raise $31,122,000 through the sale of 8,550,000 shares of its common stock at a deeply discounted price of $3.64 per share—explicitly 50% of the prior trading day's closing price. This private placement relies on Regulation S exemption, avoiding U.S. registration requirements and targeting offshore investors. The transaction structure includes staged payments with 10% due within 10 business days and the remaining 90% within 60 business days, with shares issued by transfer agent Equiniti Trust Company, LLC, and held in escrow by the company until full payment, mitigating non-payment risk. As of the filing date, April 29, 2026, the company had 63,602,326 common shares outstanding, indicating this offering represents approximately 13.5% dilution upon completion. The agreements, filed as Exhibit 10.1, include standard representations, warranties, and closing conditions, with no further board or shareholder approvals noted beyond required filings and Nasdaq listing applications. This capital raise provides significant liquidity, though the discount signals potential market weakness or urgency, impactful for existing shareholders due to dilution and pricing.