XMax Inc.

8-K · form8-k.htm

0001473334

 2026-06-05
 2026-06-05

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 xbrli:shares

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 xbrli:shares

  

  

  

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

  

  

 FORM
 8-K

  

  

  

 CURRENT
REPORT

  

 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported): June 5, 2026

  

 XMAX
Inc.

 (Exact
name of registrant as specified in its charter)

  

 Nevada
  
 001-36259
  
 90-0746568

 (State
 or Other Jurisdiction
  
 (Commission
  
 (I.R.S.
 Employer

 of
 Incorporation)
  
 File
 Number)
  
 Identification
 No.)

  

 6565
E. Washington Blvd. , Commerce , CA 90040

 (Address
of Principal Executive Office) (Zip Code)

  

 (323)
 888-9999

 (Registrant’s
telephone number, including area code)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share
  
 XMAX
  
 Nasdaq
 Stock Market

  

  

  

  

  

  

 Item
 5.07
 Submission
 of Matters to a Vote of Security Holders.

  

 On
June 5, 2026, XMax Inc., a Nevada corporation (the “ Company ”), held its 2026 Annual Meeting of Shareholders (the “ Annual
Meeting ”). A quorum was present at the meeting as required by the Second Amended and Restated Bylaws of the Company.
The final voting results of the matters submitted to a shareholder vote at the meeting are as follows:

  

 Proposal
1: Election of Directors

  

 The
following six individuals were elected to the Board of Directors of the Company to serve as directors until the 2027 Annual Meeting
of Shareholders and until their successors have been duly elected and qualified by votes as follows:

  

 Nominees
  
 Votes
 Cast

 For

  
  
 Votes

 Against

  
  
 Abstain
  
  
 Broker

 Non-Votes

  

 Umesh
 Patel
  
  
 12,332,165
  
  
  
 137,019
  
  
  
 2,164
  
  
  
 5,752,115
  

 Xiaohua
 Lu
  
  
 12,470,649
  
  
  
 554
  
  
  
 145
  
  
  
 5,752,115
  

 Yizhou
 (Steven) Zhao
  
  
 12,451,556
  
  
  
 19,647
  
  
  
 145
  
  
  
 5,752,115
  

 Ming-Cherng
 Sky Tsai
  
  
 12,404,876
  
  
  
 66,327
  
  
  
 145
  
  
  
 5,752,115
  

 Wen
 Tao
  
  
 12,470,618
  
  
  
 585
  
  
  
 145
  
  
  
 5,752,115
  

 Matthew
 Beck
  
  
 12,470,732
  
  
  
 471
  
  
  
 145
  
  
  
 5,752,115
  

  

 Proposal
2: Approval and Ratification of the Appointment of Enrome LLP as the Company ’ s Independent Registered Public Accounting
Firm

  

 The
shareholders approved and ratified the appointment of Enrome LLP. as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2026, as follows:

  

 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 18,214,504
  
 7,189
  
 1,770
  
 N/A

  

 Proposal
3: Advisory Vote on the Compensation of Named Executive Officers

  

 The
shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as follows:

  

 For
  
 Against
  
 Abstain
  
 Broker
 Non-Votes

 12,467,949
  
 928
  
 2,471
  
 5,752,115

  

 Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers

  

 The
results of the advisory, non-binding vote as to the frequency of the advisory vote on the compensation of named executive officers were
as follows:

  

 1
Year
  
 2
Years
  
 3
Years
  
 Abstain

 12,468,727
  
 2,083
  
 417
  
 121

  

 As
described above, a majority of the votes cast at the Annual Meeting voted, in an advisory, non-binding vote, in favor of having a shareholder
vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with
the recommendation of the Company’s Board of Directors, the Board of Directors determined that it currently intends to hold an
advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year.

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.

  

  
 XMax
 Inc.

  
  

  
 /s/
 Xiaohua Lu

  
 Xiaohua
 Lu

  
 Chief
 Executive Officer

  
  

 June
 9, 2026