Results of Operations and Financial Condition. On November 3, 2026, XMax Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results for the third quarter and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The preliminary financial information included in the press release is based on the Company’s current estimates and information available as of the date of the pres…

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…

Entry into a Material Definitive Agreement. On October 28, 2026, XMax Inc. (the “Company”) entered into a B300 GPUaaS Service Agreement (the “Service Agreement”) with DSH HYPER PTE. LTD., a company incorporated in Singapore (“DSH”). Under the Service Agreement, DSH will provide the Company with dedicated GPU computing capacity, included storage and related infrastructure support services (the “Services”). DSH obtains the corresponding capacity from kt cloud Co., Ltd. (“KT”) under a separate m…

COO — Yizhou (Steven) Zhao: The filing discloses the renewal of an existing employment agreement for the COO, which is a routine administrative update rather than a change in management status.

Other Events. On October 9, 2026, the Company issued a press release announcing the acquisition of Hexa Creation Inc., a copy of which is attached hereto as Exhibit 99.1.

Entry into a Material Definitive Agreement. On October 5, 2026, XMax Inc., a Nevada corporation (the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with Professor Yuji Zhao, an individual (the “Seller”), Skysong Innovations, LLC, an Arizona limited liability company (“Skysong”), and Hexa Creation Inc., a Delaware corporation (“Hexa”). Pursuant to the Purchase Agreement, the Company (or an affiliate designated by the Company) has agreed to acquire 970 shares of…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On September 10, 2026, XMAX, Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for transactions, other than public offerings, involving the issuance of 20% o…

Unregistered Sales of Equity Securities Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Entry into a Material Definitive Agreement On August 28, 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 352,200 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $8.417…

CFO — Jeffery Chuang: The filing discloses the renewal of an existing employment agreement for the CFO, which is a routine administrative update rather than a change in management personnel.

Entry into a Material Definitive Agreement Xmax Beta Holdings Ltd., a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. previously contributed an aggregate amount of US$8,770,000 with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company, as disclosed in the Form 8-K filed with SEC on July 10, 2026. On August 10, 2026, Preamble X Capital I subscribed for approximately 5% interests in a private investment…

Completion of Acquisition or Disposition of Assets. Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Completion of Acquisition or Disposition of Assets. Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Entry into a Material Definitive Agreement On July 17, 2026, Xmax Beta Holdings Ltd. (the “ Company ”), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. entered into a Subscription Agreement (the “ Agreement ”) with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company. Pursuant to the Agreement, the Company made additional subscription in an aggregate amount of US$8,320,000 (the “ Subscription Amount…

Completion of Acquisition or Disposition of Assets. Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Entry into a Material Definitive Agreement On July 6, 2026, Xmax Beta Holdings Ltd. (the “ Company ”), a company incorporated in the Cayman Islands and an indirectly wholly owned subsidiary of XMax Inc. entered into a Subscription Agreement (the “ Agreement ”) with Preamble X Capital I, a series of Preamble X Capital LLC, a Delaware Limited Liability Company. Pursuant to the Agreement, the Company made additional subscription in an aggregate amount of US$8,770,000 (the “ Subscription Amount ”…

Unregistered Sales of Equity Securities Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

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…

The company approved salary increases and amendments to employment agreements for its executives.

Entry into a Material Definitive Agreement Please see the disclosure set forth under Item 5.02, which is incorporated by reference into this

Entry into a Material Definitive Agreement On May 28, 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 486,500 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $7.347 per…

Unregistered Sales of Equity Securities Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Entry into a Material Definitive Agreement On April 24, 2026, XMax Inc. (the “ Company ”) entered into Securities Purchase Agreements (the “ Agreements ”) with six non-U.S. investors (the “ Purchasers ”), pursuant to which the Company agreed to sell to the Purchasers in a private placement for a total of 8,550,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), at a purchase price of $3.64 per share for an aggregate offering price of $…

Unregistered Sales of Equity Securities Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this

Entry into a Material Definitive Agreement On April 22, 2026, XMax AI Inc. (“ XMax AI ” or the “ Party A ”), a wholly owned subsidiary of XMax Inc., entered into a Cloud Services Agreement (the “ Agreement ”) with SuperX AI Technology USA (the “ Party B ”). Pursuant to the Agreement, Party B shall provide to Party A: (a) cloud computing services - Party B delivers cloud computing resources to Party A utilizing a third party’s cloud infrastructure; (b) API access to large language models and A…