424B5 1 form424b5.htm 424B5

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-274970

Prospectus Supplement

(to Prospectus dated October 13, 2023)

XMAX INC.

1,187,500 SHARES OF COMMON STOCK

We are offering 1,187,500 shares of our common stock at a price of $4.21 per share, to selected investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement with such investors.

Our shares of common stock are listed and traded on the NASDAQ Stock Market LLC under the symbol “XWIN.” The aggregate market value of our outstanding voting and non-voting common equity held by non-affiliates was approximately $200,188,189.74, which was calculated based on 37,140,666 shares of common stock issued and outstanding held by non-affiliates and the closing price of $5.39 as reported on the Nasdaq Capital Market on October 13, 2025. The Company is therefore not subject to the limitations under General Instruction I.B.6 of Form S-3 until the filing date of Form 10-K for the fiscal year ended December 31, 2025.

You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectus supplement before you invest. Please see “Risk Factors” on page S-4 of this prospectus supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus for more information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

		Per Share				Total
Offering Price		$	4.21			$	4,999,375

We anticipate delivery of the shares will take place on or about December 26, 2025, subject to the satisfaction of certain conditions.

Investing in our shares of common stock involves a high degree of risk. Before buying any Shares, you should carefully consider the risks that we have described in “Risk Factors” of this prospectus supplement, as well as those described in our filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated December 19, 2025

TABLE OF CONTENTS

		Page
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
SUMMARY		S-2
THE OFFERING		S-3
RISK FACTORS		S-4
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS		S-5
USE OF PROCEEDS		S-5
DIVIDEND POLICY		S-5
DILUTION		S-6
PLAN OF DISTRIBUTION		S-7
LEGAL MATTERS		S-7
EXPERTS		S-7
WHERE YOU CAN FIND MORE INFORMATION		S-7
INCORPORATION BY REFERENCE		S-8

PROSPECTUS
ABOUT THIS PROSPECTUS		1
THE COMPANY		1
RISK FACTORS		2
FORWARD-LOOKING STATEMENTS		2
USE OF PROCEEDS		2
DESCRIPTION OF CAPITAL STOCK		2
DESCRIPTION OF COMMON STOCK		3
DESCRIPTION OF PREFERRED STOCK		4
DESCRIPTION OF WARRANTS		4
DESCRIPTION OF UNITS		5
PLAN OF DISTRIBUTION		6
LEGAL MATTERS		8
EXPERTS		8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		9
WHERE YOU CAN FIND MORE INFORMATION		10

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.” These documents contain important information that you should consider when making your investment decision.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by reference into the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring to the combined document consisting of this prospectus supplement and the accompanying prospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference into the accompanying prospectus that was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.

We are responsible for the information contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus and in any free writing prospectus that we may authorize for use in connection with this offering. We have not authorized any other person to provide you with different information, and we take no responsibility for any other information that others may give you.

We are not making an offer to sell or soliciting an offer to buy our common stock in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

Unless the context otherwise requires or as otherwise expressly stated, references in this prospectus to the terms the “Company,” “XMax”, “XWIN”, “Nova LifeStyle,” “we,” “our” and “us” or other similar terms mean XMax Inc., unless we state otherwise or the context indicates otherwise.

S-1

Common Stock Offered		1,187,500 shares

Offering Price		$4.21

Common Stock Outstanding Before This Offering		41,884,227

Common Stock to Be Outstanding After This Offering		43,071,727

Use of Proceeds		We expect to use the net proceeds of this offering for investment opportunities, working capital and for general corporate purposes. See “Use of Proceeds” on page S-5 of this prospectus supplement for a more complete description of the intended use of proceeds from this offering.

Risk Factors		Investing in our securities involves significant risks. Please read the information contained in or incorporated by reference under the heading “Risk Factors” beginning on page S-4 of this prospectus supplement, and under similar headings in other documents filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus.

Nasdaq Market Symbol		XWIN

	●	“short squeezes”;

	●	comments by securities analysts or other third parties, including blogs, articles, message boards and social and other media;

	●	large stockholders exiting their position in our common stock or an increase or decrease in the short interest in our common stock;

	●	actual or anticipated fluctuations in our financial and operating results;

	●	the timing and allocations of new product releases and our other business development;

	●	shifts in the timing or content of certain promotions or service offerings;

	●	acquisition costs and the integration of companies we acquire or invest in;

	●	negative public perception of us, our competitors, or industry; and

	●	overall general market fluctuations.

Assumed offering price per share of Common stock	$	4.21
Net tangible book value per share as of September 30, 2025		0.32
Increase in net tangible book value per share to the existing stockholders attributable to this offering		0.12
Pro forma net tangible book value per share after giving effect to this offering		0.44
Dilution in net tangible book value per share to new investors		3.77

	●	our Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025;

	●	our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed on May 15, 2025, August 14, 2025 and November 14, 2025, respectively;

	●	our Current Reports on Form 8-K and Form 8-K/A filed on April 23, 2025, May 27, 2025, May 28, 2025, June 10, 2025, June 25, 2025, September 4, 2025, September 26, 2025, September 29, 2025, October 1, 2025, October 9, 2025, October 14, 2025, October 14, 2025, October 21, 2025, November 4, 2025, November 19, 2025, November 21, 2025, November 26, 2025, December 1, 2025, December 8, 2025, and December 10, 2025;

	●	our Definitive Proxy Statements on Schedule 14A filed on April 23, 2025, April 25, 2025 and October 3, 2025; and

	●	the description of our common stock, par value $0.001 per share contained in our Registration Statement on Form 8-A, dated and filed with the SEC on January 13, 2014, and any amendment or report filed with the SEC for the purpose of updating the description.

●	the number and type of securities that we propose to sell;
●	the public offering price;
●	the names of any underwriters, agents or dealers through or to which the securities will be sold;
●	any compensation of those underwriters, agents or dealers;
●	any additional risk factors applicable to the securities or our business and operations; and
●	any other material information about the offering and sale of the securities.

	●	the offering price and aggregate number of warrants offered;

	●	the currency for which the warrants may be purchased;

	●	if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

	●	if applicable, the date on and after which the warrants and the related securities will be separately transferable;

	●	in the case of warrants to purchase Common Stock or preferred stock, the number of shares of Common Stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;

	●	the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreements and the warrants;

	●	the terms of any rights to redeem or call the warrants;

	●	any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

	●	the dates on which the right to exercise the warrants will commence and expire;

	●	the manner in which the warrant agreements and warrants may be modified;

	●	a discussion of any material or special United States federal income tax consequences of holding or exercising the warrants;

	●	the terms of the securities issuable upon exercise of the warrants; and

	●	any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

	●	the securities comprising the units, including whether and under what circumstances the securities comprising the units may be separately traded;

	●	the terms and conditions applicable to the units, including a description of the terms of any applicable unit agreement governing the units; and

	●	a description of the provisions for the payment, settlement, transfer or exchange of the units.

	●	to or through underwriters, brokers or dealers;

	●	directly to one or more purchasers;

	●	through agents;

	●	“at the market offerings” to or through market makers or into an existing market for the securities;

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	privately negotiated transactions;

	●	short sales (including short sales “against the box”);

	●	through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether through an options exchange or otherwise;

	●	by pledge to secure debts and other obligations;

	●	in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents;

	●	a combination of any such methods of sale; and

	●	any other method permitted pursuant to applicable law and described in an applicable prospectus supplement.

	●	the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them; and

	●	the public offering price of the securities and the proceeds to us, and any discounts, commissions or concessions allowed or reallowed or paid to dealers.

	●	at a fixed price or prices, which may be changed from time to time;

	●	at market prices prevailing at the time of sale;

	●	at prices relating to the prevailing market prices; or

	●	at negotiated prices.

	●	our Annual Report on Form 10-K for the year ended December 31, 2022;

	●	our Quarterly Reports on Form 10-Q for the three-month periods ended March 31, 2023 and June 30, 2023;

	●	our Current Reports on Forms 8-K filed on May 23, 2023, June 13, 2023, June 14, 2023 and September 6, 2023; and

	●	the description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on January 13, 2014, including any amendments or reports filed for the purpose of updating such description.

SEC Form 424B5 filed by XMAX Inc.