XMAX Inc. filed a Form 8-K on September 15, 2026, disclosing that it received a Nasdaq notification letter on September 10, 2026, citing non-compliance with Nasdaq Listing Rule 5635(d) for issuing shares without prior shareholder approval.

Key Highlights

  • Deficiency identified: XMAX Inc. is not in compliance with Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for issuances of 20% or more of pre-transaction shares at less than the Minimum Price in non-public offerings.
  • December 2025 issuance: On December 19, 2025, the company issued 1,187,500 shares at $4.21 per share, below the one-day NOCP of $6.02 and five-day average NOCP of $5.98 as of December 18, 2025.
  • Additional discounted issuances: Three transactions in March and April 2026 involved 8,500,000 shares (March 9), 1,958,000 shares (March 30), and 8,550,000 shares (April 24), each priced below the Minimum Price.
  • Aggregated threshold exceeded: The combined issuances represent greater than 20% of common stock outstanding and were priced below the Minimum Price, triggering the shareholder approval requirement.
  • Response deadline: The company has until October 26, 2026 (45 calendar days from the notification) to submit a compliance plan to Nasdaq.
  • No immediate trading impact: According to the filing, "The Notification Letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Stock Market."

XMAX Discloses Nasdaq Rule 5635(d) Non-Compliance Stemming From Multiple Discounted Share Issuances

According to the Form 8-K filed with the SEC, XMAX Inc. (NASDAQ:XMAX) received a notification letter from Nasdaq's Listing Qualifications Department on September 10, 2026. The letter states that the company failed to obtain required shareholder approval before issuing shares totaling more than 20% of pre-transaction shares outstanding at prices below the Minimum Price as defined under Nasdaq Listing Rule 5635(d)(1)(A).

The filing describes the first triggering event as a Securities Purchase Agreement entered on December 19, 2025, under which 1,187,500 shares of common stock were issued at $4.21 per share. The company disclosed that the Net Official Closing Price of its common stock was $6.02 on December 18, 2025, and the five-day average NOCP for the period then ended was $5.98, both above the $4.21 offering price. Subsequently, in March and April 2026, the company entered into five additional private placement transactions, three of which were priced below the Minimum Price: 8,500,000 shares on March 9, 2026; 1,958,000 shares on March 30, 2026; and 8,550,000 shares on April 24, 2026. The filing refers to these collectively, together with the December issuance, as the "Aggregated Issuance."

The filing states the company intends to submit a compliance plan within the 45-day window, by October 26, 2026. If Nasdaq accepts the plan, the company may receive an extension of up to 180 calendar days from the notification date to demonstrate compliance. If the plan is not accepted, the company retains the opportunity to request a hearing before a Nasdaq Hearings Panel. The company's common stock continues to trade on the Nasdaq Stock Market under the symbol "XMAX" during the compliance period, the filing noted.

What Was Disclosed

XMAX Inc. disclosed a Nasdaq non-compliance notice related to shareholder approval requirements for discounted share issuances totaling more than 20% of pre-transaction shares outstanding, covering transactions from December 2025 through April 2026, with a plan submission deadline of October 26, 2026.