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 |