Form 8-K

8-K — XMax Inc.

Accession: 0001493152-26-049714

Filed: 2026-11-03

Period: 2026-10-31

CIK: 0001473334

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): October 31, 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)

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

8.01 Other Events.

October 31, 2026, the Board of Directors (the “Board”) of XMax Inc. (the “Company”) approved a share repurchase

program (the “Repurchase Program”) under which the Company may repurchase up to $30,000,000 in aggregate purchase price of

its outstanding common stock, par value $0.001 per share (the “Common Stock”). On November 2, 2026, the Board amended

the Repurchase Program by unanimous written consent to revise the conditions to its commencement, as described below.

Under

the Repurchase Program, the Company may repurchase shares of Common Stock only at prices below $5.50 per share. The Repurchase Program

will begin on the Commencement Date (as defined below) and will expire three months after the Commencement Date. The “Commencement

Date” will be a date after (i) the Company has publicly released its financial results for the fiscal quarter ended September

30, 2026 by press release (“Earnings Release”), (ii) the Company has publicly disclosed any material nonpublic information,

and (iii) the Company has engaged a broker-dealer for the Repurchase Program. No repurchases will be made under the Repurchase Program

before the Commencement Date.

Repurchases

under the Repurchase Program are expected to be made from time to time through open-market purchases, which may include purchases under

a trading plan intended to satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and are intended to be made in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements. The timing,

manner, price (subject to the price limit) and amount of any repurchases will be determined by management based on market conditions,

the trading price of the Common Stock, the Company’s liquidity and capital requirements, legal requirements and other factors.

The Company intends to fund repurchases from its existing cash and cash equivalents. The Repurchase Program does not obligate the Company

to repurchase any particular number of shares or dollar amount of Common Stock.

November 3, 2026, the Company issued a press release announcing the Repurchase Program. A copy of the press release is filed as Exhibit

99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K 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 Repurchase Program, the expected timing of the Commencement Date

and of the Earnings Release, and the manner, timing, amount and funding of any repurchases. These statements are based on current

expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including changes in the

trading price of the Common Stock, market conditions, the Company’s financial condition, liquidity and capital requirements, legal

and regulatory 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. 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

Chief Executive Officer

Date: November 3, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

XMax

Announces $30 Million Share Repurchase Program

Board

of Directors authorizes repurchase of up to $30 million of the Company’s common stock

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 that its Board of

Directors has authorized a share repurchase program under which the Company may repurchase up to $30 million in aggregate purchase price

of its outstanding common stock, par value $0.001 per share. Shares may be repurchased only at prices below $5.50 per share.

The

program will begin on a date to be determined (the “Commencement Date”) after the Company has (i) publicly released its

financial results for the fiscal quarter ended September 30, 2026 by press release (“Earnings Release”), (ii) publicly

disclosed any material nonpublic information, and (iii) engaged a broker-dealer for the program. No repurchases will be made before the

Commencement Date, and the program will expire three months after it.

Repurchases

are expected to be made from time to time through open-market purchases, which may include purchases under a trading plan intended to

satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are intended to be made

in accordance with Rule 10b-18 under the Exchange Act and other applicable legal requirements.

The

timing, manner, price (subject to the $5.50 per share limit) and amount of any repurchases will be determined by the Company’s

management based on its evaluation of market conditions, the trading price of the Company’s common stock, liquidity and capital

requirements, legal requirements, and other factors. The program does not obligate the Company to repurchase any particular number of

shares, and it may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund repurchases

with its existing cash and cash equivalents.

“The

Board’s authorization of this share repurchase program reflects our confidence in XMax’s long-term strategy and our commitment

to creating value for shareholders,” said Andy Lu, Chief Executive Officer of XMax. “As we continue to develop our artificial

intelligence software and platform-based services alongside our contemporary furniture business, we intend to take a disciplined approach

to capital allocation, balancing investment in the growth of the business with returns to our shareholders.”

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. The Company has expanded 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. These statements include, but are not limited to, statements regarding the share

repurchase program, the expected timing of its commencement and of the Earnings Release, and the manner, timing, amount and funding

of any repurchases. These statements are based on current expectations, assumptions and analyses made by us in light of our experience

and our perception of trends, current conditions and expected future developments, as well as other factors we believe are appropriate

in the circumstances, and are subject to risks and uncertainties that may cause actual results to differ materially, including changes

in the trading price of the Company’s common stock, market conditions, the Company’s financial condition, liquidity and capital

requirements, legal and regulatory 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. 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. XMax Inc. undertakes no obligation

to update any forward-looking statements except as required by law.

Investor

Relations Contact

ICR LLC

XMaxIR@icrinc.com

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