XMAX Inc. Securities Purchase Agreement

XMAX Inc. has entered into Securities Purchase Agreements with non-U.S. investors for a private placement of 352,200 shares of common stock at $8.417 per share, totaling $2,964,467.40. The investors are subject to an 18-month lock-up period, preventing the transfer of shares. This placement is conducted under Regulation S of the Securities Act of 1933, and shareholder approval was obtained on July 24, 2026. The agreement includes representations and warranties from both XMAX Inc. and the purchasers, particularly concerning the purchasers' status as non-U.S. persons and their understanding of investment risks. The transaction is expected to be completed following standard closing procedures and conditions.