{"url_path":"/sec/xmax/8-k/2026-07-07/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1473334/0001493152-26-032343-index.html","accession_number":"0001493152-26-032343","cik":"0001473334","ticker":"XMAX","issuer_name":"XMax Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1473334/0001493152-26-032343-index.html","primary_entity_key":"0001473334","primary_entity_name":"XMax Inc."},"word_count":234,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement** \n\n \n\nOn\nJuly 1, 2026, XMax Inc. (the “Company”) entered into Securities Purchase Agreements (the “Agreements”)\nwith certain non-U.S. investors identified on the signature pages thereto (the “Purchasers”), pursuant to which the\nCompany agreed to sell to the Purchasers in a private placement for a total of 434,600 shares (the “Shares”)\nof the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $8.454\nper share for an aggregate offering price of $3,674,108.40 (the “Private Placement”). In addition, without\nthe prior written consent of the Company, the Purchasers shall not, during the period commencing on the date of the Agreements and ending\n18 months after such date (the “Lock-Up”) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer\nor dispose of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, with\nrespect to which such Purchaser has the power of disposition. The Private Placement will be completed pursuant to the exemption from\nregistration provided by Regulation S promulgated under the Securities Act of 1933, as amended.\n\n \n\nThe\nform of the Agreements is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreements\nis subject to, and qualified in its entirety by the Agreements, the form of which is incorporated herein by reference."}