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): June 5, 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)

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 ☐

If 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		Nasdaq Stock Market

Item 5.07

Submission of Matters to a Vote of Security Holders.

On June 5, 2026, XMax Inc., a Nevada corporation (the “Company”), held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). A quorum was present at the meeting as required by the Second Amended and Restated Bylaws of the Company. The final voting results of the matters submitted to a shareholder vote at the meeting are as follows:

Proposal 1: Election of Directors

The following six individuals were elected to the Board of Directors of the Company to serve as directors until the 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified by votes as follows:

Nominees	Votes Cast For		Votes Against		Abstain		Broker Non-Votes
Umesh Patel		12,332,165		137,019		2,164		5,752,115
Xiaohua Lu		12,470,649		554		145		5,752,115
Yizhou (Steven) Zhao		12,451,556		19,647		145		5,752,115
Ming-Cherng Sky Tsai		12,404,876		66,327		145		5,752,115
Wen Tao		12,470,618		585		145		5,752,115
Matthew Beck		12,470,732		471		145		5,752,115

Proposal 2: Approval and Ratification of the Appointment of Enrome LLP as the Company’s Independent Registered Public Accounting Firm

The shareholders approved and ratified the appointment of Enrome LLP. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as follows:

For		Against		Abstain		Broker Non-Votes
18,214,504		7,189		1,770		N/A

Proposal 3: Advisory Vote on the Compensation of Named Executive Officers

The shareholders approved, on an advisory, non-binding basis, the compensation of our named executive officers as follows:

For		Against		Abstain		Broker Non-Votes
12,467,949		928		2,471		5,752,115

Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers

The results of the advisory, non-binding vote as to the frequency of the advisory vote on the compensation of named executive officers were as follows:

1 Year		2 Years		3 Years		Abstain
12,468,727		2,083		417		121

As described above, a majority of the votes cast at the Annual Meeting voted, in an advisory, non-binding vote, in favor of having a shareholder vote to approve the compensation of the Company’s named executive officers every year. In light of such vote, and consistent with the recommendation of the Company’s Board of Directors, the Board of Directors determined that it currently intends to hold an advisory, non-binding vote to approve the compensation of the Company’s named executive officers every year.

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.

	/s/ Xiaohua Lu
	Xiaohua Lu
	Chief Executive Officer

June 9, 2026

SEC Form 8-K filed by XMAX Inc.