Xmax Inc

1. 1

   Ratification Proposal

   ManagementBoard: FOR

   Ratify the March 9, March 30, and April 24, 2026 private placement transactions and related issuances of 8,500,000, 1,958,000, and 8,550,000 shares, respectively, which were issued below Nasdaq’s Minimum Price and, together with a prior December issuance, exceeded 20% of the Company’s outstanding common stock.

   More detail

   Proposal 1 asks stockholders to ratify three private placement issuances completed on March 9, March 30, and April 24, 2026. The transactions involved 8.5 million, 1.958 million, and 8.55 million shares, respectively, issued at prices below Nasdaq’s defined Minimum Price. The Company explains that these issuances, when aggregated with a 1.1875 million-share December 2025 issuance, exceeded 20% of the pre-transaction outstanding common stock. Nasdaq notified the Company that the aggregated transactions may not comply with Listing Rule 5635(d), which requires prior stockholder approval for certain below-Minimum-Price issuances. The Company therefore seeks after-the-fact approval and ratification as part of its plan to regain compliance. Continued listing on The Nasdaq Capital Market is presented as a central corporate objective and the principal rationale for the proposal. The Company submitted a compliance plan to Nasdaq on September 30, 2026 and is awaiting Nasdaq’s response. Approval could support an extension or other compliance process, but the filing expressly warns that ratification may not satisfy Nasdaq. The Board unanimously recommends a vote FOR the proposal because it believes ratification is in the best interests of the Company and its stockholders.

2. 2

   Private Placement Issuance Proposal

   ManagementBoard: FOR

   Approve, under Nasdaq Listing Rule 5635(d), a private placement of up to 15,000,000 shares at prices below the Nasdaq Minimum Price, for aggregate proceeds of up to $85,000,000, to fund the Company’s AI-focused business strategy and support its Nasdaq listing.

   More detail

   Proposal 2 asks stockholders to approve a prospective private placement that could issue up to 15 million shares of common stock. The offering would be conducted under Section 4(a)(2) of the Securities Act and/or Regulation S and would involve a price below Nasdaq’s Minimum Price. Nasdaq approval is required because the issuance could exceed 20% of the Company’s outstanding common stock. The Company says it needs the proceeds to pursue a new business strategy focused on AI software and hardware, cloud and GPU infrastructure, AI model access and orchestration, and enterprise AI agents. The proposal caps total proceeds at $85 million and requires issuance to be completed within three months after stockholder approval. It also permits a discount of up to 50% of the prior trading day’s Nasdaq closing price, subject to other stated terms. The Company will not sell securities in the offering to its officers, directors, or employees. Management acknowledges that the issuance would dilute existing stockholders and could concentrate voting power if a purchaser acquires a large block. The Board unanimously recommends voting FOR because the offering could provide rapid capital while helping the Company maintain its Nasdaq listing.

3. 3

   Shelf Issuance Proposal

   ManagementBoard: FOR

   Approve, under Nasdaq Listing Rule 5635(d), a registered direct offering of up to 15,000,000 shares at prices below the Nasdaq Minimum Price, for aggregate proceeds of up to $85,000,000, under the Company’s effective Form S-3 registration statement.

   More detail

   Proposal 3 asks stockholders to approve a registered direct offering of up to 15 million shares under the Company’s effective Form S-3 registration statement No. 333-295406. Like Proposal 2, the offering would be priced below Nasdaq’s Minimum Price and may exceed 20% of the Company’s outstanding common stock. The Company states that Nasdaq Listing Rule 5635(d) requires stockholder approval for this type of issuance. Management intends to use the capital to support expansion into AI software and hardware, cloud and GPU compute infrastructure, AI model orchestration, and enterprise AI agents. The proposal limits aggregate proceeds to $85 million and requires completion within three months after stockholder approval. It allows a discount of up to 50% of the prior trading day’s Nasdaq closing price, subject to the other terms approved by the Board. Officers, directors, and employees will not be eligible purchasers in the offering. The filing warns that the issuance will dilute current holders and could result in concentrated voting power among purchasers of a large block. The Board unanimously recommends voting FOR because approval would facilitate a rapid capital raise and support continued Nasdaq listing.

4. 4

   Adjournment

   ManagementBoard: FOR

   Authorize the Chairman of the Board to adjourn the Special Meeting, if necessary, to solicit additional proxies in favor of Proposals 1, 2, and 3.

   More detail

   Proposal 4 asks stockholders to grant the Chairman discretionary authority to adjourn the Special Meeting. The stated purpose is to solicit additional proxies supporting Proposals 1, 2, and 3 if the Company lacks sufficient votes. An adjournment could be made without additional notice beyond an announcement at the meeting. The filing states that approval of an adjournment may occur by holders of a majority of shares present in person or by proxy and entitled to vote, whether or not a quorum exists. The Chairman would decide whether to exercise the authority if it is approved. The proposal is procedural and does not itself authorize any securities issuance or ratification. Its practical effect would be to give management more time to obtain stockholder support for the financing and Nasdaq-compliance proposals. Broker non-votes and abstentions will not be counted in determining the outcome. The Board unanimously recommends voting FOR the proposal because additional solicitation may be needed to secure approval of Proposals 1, 2, and 3.

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When is the Xmax Inc 2026 special meeting?

Xmax Inc (XMAX) holds its 2026 special shareholder meeting on Monday, November 2, 2026.

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

The record date for the Xmax Inc 2026 meeting is Tuesday, September 15, 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 6 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 4 proposals at the Xmax Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.