XMAX Inc. Securities Purchase Agreement

XMAX Inc. entered into a Securities Purchase Agreement on December 19, 2025, to sell 1,187,500 shares of its common stock at $4.21 per share to certain purchasers. This offering is conducted through a registered direct offering under a previously effective shelf registration statement on Form S-3. The aggregate gross proceeds from this offering amount to $4,999,375 before deducting any offering expenses. The agreement details the terms and conditions of the sale, including representations and warranties from both the company and the purchasers. The company confirmed that the shares will be duly authorized, legally issued, fully paid, and non-assessable upon issuance against payment. The offering is subject to customary closing conditions. The company intends to use the net proceeds for general working capital, mergers and acquisitions, or other purposes approved by the Board of Directors.