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Get filing alertsXMax raises $3.6M in private placement, selling 486,500 shares to non-U.S. investors
Filed June 2, 2026 · Period ending May 28, 2026 · ~1 min read
Key Changes
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XMax sold 486,500 common shares at $7.347 per share to non-U.S. investors for $3.6 million total proceeds. This dilutes existing shareholders by adding approximately 486,500 shares to the outstanding count.
Item 1.01 verify on EDGAR → -
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The sale was structured as a private placement under Regulation S to non-U.S. investors, meaning shares were not registered with the SEC under typical exemptions for offshore transactions.
Item 3.02 verify on EDGAR → -
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New investors agreed to an 18-month lock-up period starting May 28, 2026, preventing them from selling or transferring shares without company consent. This reduces near-term selling pressure.
Item 1.01 verify on EDGAR →
Summary
XMax Inc. raised $3.6 million by selling 486,500 common shares to non-U.S. investors at $7.347 per share in a private placement completed May 28, 2026. The transaction was structured under Regulation S, which allows companies to sell unregistered securities to offshore investors without SEC registration. This capital raise will dilute existing shareholders by adding nearly half a million shares to the outstanding count.
Retail investors should note that while the 18-month lock-up reduces immediate selling pressure from these new shares, the dilution is permanent and the company has not disclosed how it plans to use the proceeds. The $7.347 price point provides a reference for recent institutional appetite. Watch for the next quarterly filing to see how management deployed this capital and whether the company's cash position improved materially.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
XMax Inc. disclosed an unregistered sale of equity securities with details cross-referenced to Item 1.01.
Added in current filing · verify on EDGAR →
Item 3.02 Unregistered Sales of Equity Securities Please see the disclosure set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
The company disclosed an unregistered sale of equity securities under Item 3.02. The specific terms, amount, and purchaser details are referenced in Item 1.01 of this same 8-K filing, which was not provided in the excerpt. Unregistered sales typically involve private placements to accredited investors under exemptions from SEC registration requirements.
Event · Item 9.01 — Financial Statements and Exhibits
XMax Inc. entered into Securities Purchase Agreements with purchasers on May 28, 2026.
Added in current filing · verify on EDGAR →
Form of Securities Purchase Agreements by and between the Company and Purchasers dated May 28, 2026.
XMax Inc. executed Securities Purchase Agreements with purchasers on May 28, 2026. The filing does not disclose the terms, amount, or nature of the securities being purchased. This likely represents a capital raise or financing transaction, but material details are contained in the referenced exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify