Xmax Inc

1. 1

   Private Placement Issuance

   ManagementBoard: FOR

   Approve, under Nasdaq Listing Rule 5635(d), the potential issuance in a private placement of up to 100,000,000 shares (exceeding 20% of outstanding stock) at a price below the Nasdaq “Minimum Price,” with maximum discount up to 50% and other terms as determined by the Board.

   More detail

   This management proposal requests shareholder approval under Nasdaq Listing Rule 5635(d) to permit the Company to issue up to 100,000,000 shares in a private placement at a price below the Nasdaq "Minimum Price." Management is seeking this authority to raise capital quickly to fund an expanded corporate strategy focused on AI software and hardware development, cloud and GPU infrastructure, AI model access and orchestration, and enterprise AI agent deployment. The proposal specifies limits including an aggregate cap of 100,000,000 shares and a maximum discount up to 50% of the closing price immediately preceding the Securities Purchase Agreement, and it excludes issuance to officers, directors, and employees. Nasdaq Rule 5635(d) requires shareholder approval for non-public issuances equal to 20% or more of outstanding shares at a price below the Minimum Price, so this vote is procedural to enable the contemplated financing. The company acknowledges the dilutive effect on existing holders and the potential for concentration of voting power if large blocks are acquired by single investors. The Board has not fixed final terms, which creates execution risk and potential for material changes in economics or control depending on investor identity and pricing. The Board recommends a vote FOR, arguing that authorization will allow management to secure necessary capital promptly and to maintain the Companys Nasdaq listing, which the Board views as essential to the Companys strategy. Investors should weigh the immediate capital need and listing maintenance against substantial dilution (up to 100M shares) and the possibility of steep discounts (up to 50%), and consider whether alternative financing routes or protective governance mechanisms are available or necessary.

2. 2

   Shelf Issuance (Registered Direct Offering

   ManagementBoard: FOR

   Approve, under Nasdaq Listing Rule 5635(d), the potential issuance in a registered direct offering under an effective Form S-3 registration statement of up to 100,000,000 shares at a price below the Nasdaq “Minimum Price,” with maximum discount up to 50% and other terms as determined by the Board.

   More detail

   This management proposal requests shareholder approval under Nasdaq Rule 5635(d) to permit a registered direct offering under an effective Form S-3 to issue up to 100,000,000 shares at a price below the Nasdaq "Minimum Price." Management advances this transaction to raise funds for the Companys strategic expansion into multiple AI-related markets and to obtain capital efficiently while preserving the Companys Nasdaq listing. The proposal caps aggregate issuance at 100,000,000 shares and contemplates a maximum discount up to 50% relative to the immediately preceding closing price, while explicitly prohibiting sales to officers, directors, and employees. Although the offering would be made under an effective registration statement (reducing resale restrictions compared to a non-registered private placement), Nasdaq Rule 5635(d) still requires shareholder approval because the issuance could equal or exceed 20% of outstanding shares at a price below the Minimum Price. The Board highlights rapid completion and capital access as benefits, but the filing discloses dilution risk and potential concentration of voting power if large investors purchase substantial blocks. The Board has not yet set final terms, which leaves pricing and investor identity uncertain and therefore creates execution and governance risk. The Board unanimously recommends a FOR vote, framing the proposal as necessary to secure funding for the Companys planned AI initiatives and to maintain compliance with Nasdaq listing standards.

3. 3

   Adjournment (Grant Discretionary Authority to Chairman to Adjourn

   ManagementBoard: FOR

   Approve granting the Company’s Chairman discretionary authority to adjourn the Special Meeting for the purpose of soliciting additional proxies to approve Proposals 1 and 2.

   More detail

   This management proposal asks shareholders to grant discretionary authority to the Chairman to adjourn the Special Meeting to permit additional solicitation of proxies for Proposals 1 and 2. The Company seeks this procedural authority so that if, at the scheduled meeting, Proposals 1 and/or 2 lack sufficient favorable votes or if a quorum is not obtained, the Chairman may adjourn the meeting and continue to solicit proxies without reconvening a separate meeting. This is a common governance mechanism to enable management to complete necessary fundraising transactions that require shareholder approval under Nasdaq rules. Granting adjournment authority reduces the risk that the Company cannot obtain votes in a single session, which management argues is important to secure timely financing and to maintain Nasdaq listing. However, the power to adjourn also extends the timeline of uncertainty for shareholders regarding potential dilution and allows management more time to solicit support—actions that could be used to influence outcomes in favor of the proposals. The vote required is a simple majority of votes cast, and the Board unanimously recommends FOR. Investors should consider that adjournment authority is procedural and time-limited but can materially affect the timing and likelihood of approval for the dilutive financings in Proposals 1 and 2.

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When is the Xmax Inc 2026 special meeting?

Xmax Inc (XMAX) holds its 2026 special shareholder meeting on Friday, July 24, 2026.

What is the record date for the Xmax Inc 2026 meeting?

The record date for the Xmax Inc 2026 meeting is Wednesday, May 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Xmax Inc's 2026 meeting?

The board is presenting 7 director nominees at the Xmax Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xmax Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Xmax Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.