Form 8-K

8-K — XMax Inc.

Accession: 0001493152-26-049815

Filed: 2026-11-03

Period: 2026-11-03

CIK: 0001473334

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

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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): November 3, 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

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)

Not

Applicable

(Former

name or former address, if changed since last report)

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 ☐

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

The

Nasdaq Stock Market LLC

Item

2.02 Results of Operations and Financial Condition.

November 3, 2026, XMax Inc. (the “Company”) issued a press release announcing certain preliminary unaudited financial results

for the third quarter and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The

preliminary financial information included in the press release is based on the Company’s current estimates and information available

as of the date of the press release. The Company’s financial closing and review procedures for the quarter ended September 30,

2026 have not been completed, and the Company’s independent registered public accounting firm has not completed its review of,

and does not express an opinion or any other form of assurance with respect to, the preliminary financial information. The Company’s

final results, which it expects to report in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, may differ materially

from the preliminary results.

The

information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,

as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item

7.01 Regulation FD Disclosure

The

information set forth under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is incorporated by reference into this

Item 7.01. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated

by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such

a filing.

Forward-Looking

Statements

This

Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s preliminary financial

results and the expected timing of the filing of its Quarterly Report on Form 10-Q. These statements are based on current expectations

and are subject to risks and uncertainties that could cause actual results to differ materially, including adjustments arising from the

completion of the Company’s financial closing procedures and the review of its interim financial statements, and the other risks

described in the press release and in the Company’s filings with the Securities and Exchange Commission, including its most recent

Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update any forward-looking

statement, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Exhibit

Title or Description

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

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.

By:

/s/

Xiaohua Lu

Xiaohua

Chief

Executive Officer

Date:

November 3, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

XMax

Inc. Announces Preliminary Third Quarter 2026 Financial Results

LOS

ANGELES, November 3, 2026 (GLOBE NEWSWIRE) — XMax Inc. (NASDAQ: XMAX, “XMAX” or the “Company”), a distributor

of contemporary furniture and artificial intelligence software and platform-based service provider, today announced selected preliminary

unaudited financial results for the third quarter and nine months ended September 30, 2026.

Preliminary

Third Quarter 2026 Financial Highlights:

● Net

Sales: Approximately $6.42 million, compared to $9.76 million in the third quarter of 2025.

● Gross

Profit: Approximately $0.89 million, representing a gross margin of approximately 13.9%,

compared to 10.1% in the third quarter of 2025.

● Net

Loss: Expected to be in the range of $12.10 million to $13.10 million, primarily reflecting

a non-cash unrealized loss

Preliminary

Nine Months Ended September 30, 2026 Financial Highlights:

● Net

Sales: Approximately $10.94 million, compared to $14.95 million for the nine months ended

September 30, 2025.

● Gross

Profit: Approximately $2.87 million, representing a gross margin of approximately 26.2%,

compared to 23.2% for the nine months ended September 30, 2025.

● Net

Income: Expected to be in the range of $19.50 million to $20.50 million, primarily reflecting

a non-cash unrealized gain, partially offset by income tax expense.

Management

Commentary

“The

third quarter was a period of transition for XMax as we continued to build our AI business alongside our furniture distribution business,”

said Andy Lu, Chief Executive Officer of XMax. “We have continued to make commercial progress in AI,” Mr. Lu added. “Since

mid-September, we have announced our cooperation with apM Group in Korea, our entry into an agreement to acquire Hexa Creation Inc.,

and an AI infrastructure services agreement that we expect to generate over US$100 million in revenue over the next five years, subject

to satisfaction of certain closing conditions. Our focus now is on executing on and commercializing these initiatives. Our Board of Directors

recently approved a share repurchase program of up to $30 million, which reflects our confidence in our long-term strategy and our commitment

to disciplined capital allocation.”

Preliminary

Financial Information

The

unaudited financial information presented in this press release is preliminary and subject to change. The Company’s financial closing

and review procedures with respect to the preliminary financial information have not yet been completed, and the Company’s independent

registered public accounting firm has not completed its review of, and does not express an opinion or any other form of assurance with

respect to, the preliminary financial information. As a result, the Company’s final reported financial results may differ materially

from the preliminary amounts presented in this release.

The

preliminary financial information reflects the Company’s current estimates based on information available as of the date of this

release and should not be viewed as a substitute for complete financial statements prepared in accordance with U.S. generally accepted

accounting principles (GAAP). The preliminary results may be affected by the completion of financial closing procedures, final adjustments

and other developments.

The

Company expects to report its complete financial results for the third quarter and nine months ended September 30, 2026 in its Quarterly

Report on Form 10-Q, which it expects to file with the Securities and Exchange Commission on or before November 16, 2026.

About

XMax Inc.

Headquartered

in Commerce, California, XMax Inc. (NASDAQ: XMAX), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design,

sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies and applications.

The Company operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer

base. In addition, the Company is expanding into artificial intelligence technologies, including AI software and platform-based services

through its wholly owned subsidiaries XMax AI Inc. and Elonx AI Holdings PTE. LTD., to support future growth. By leveraging emerging

technologies, the Company aims to drive diversification and long-term value creation.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, among others, statements regarding

the Company’s preliminary financial results for the third quarter and nine months ended September 30, 2026, our expected future

growth prospects, our ability to successfully deploy and commercialize our AI platform and services, our ability to generate revenue

from our AI initiatives, the satisfaction of the closing conditions under, and the expected benefits of, our GPU-as-a-service agreement,

the timing, manner and amount of any repurchases under our share repurchase program, and our plans to regain compliance with Nasdaq Listing

Rule 5635(d). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some

cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,”

“believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,”

“predict,” “should,” “will,” “expect,” “objective,” “projection,”

“forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,”

“trajectory,” “focus,” “work to,” “attempt,” “pursue,” or the negative of

these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking.

These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception

of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the

circumstances. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including

adjustments arising from the completion of our financial closing procedures and the review of our interim financial statements; fluctuations

in the value of our investments; whether the board approval and security conditions under the GPU-as-a-service agreement are satisfied

and the performance of our counterparties; changes in the trading price of our common stock and market conditions; our ability to regain

and maintain compliance with Nasdaq listing requirements; and the other risks described in the Company’s filings with the Securities

and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking

statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement,

except as required by law.

Investor

Relations Contact

ICR

LLC.

XMaxIR@icrinc.com

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