XMAX 8-K
XMax Inc. (XMAX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
Please see the disclosure set forth under Item 5.02, which is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2026, the Compensation Committee of the Board of Directors of XMax Inc. (the “Company”) approved the increase of annual salaries (the “Increase of Salaries”) and amendments to the employment agreements (the “Amendments”) of Mr. Xiaohua Lu, Chief Executive Officer of the Company, Mr. Yizhou (Steven) Zhao, Chief Operating Officer of the Company, and Jeffery Chuang, Chief Financial Officer of the Company (collectively, the “Executives”). On July 1, 2026, the Board of Directors (the “Board”) of the Company also approved the Increase of Salaries and Amendments.
On July 1, 2026, the Company entered into Amendment to the Employment Agreement with each of Mr. Xiaohua Lu, Mr. Yizhou Zhao and Mr. Jeffery Chuang, pursuant to which Mr. Lu’s annual base salary was increased from $80,000 to $160,000 per year, Mr. Zhao’s annual base salary was increased from $80,000 to $159,000 per year, and Mr. Chuang’s annual base salary was increased from $70,000 to $80,000 per year, effective from July 1, 2026. Except for the salary increases described above, the terms of the employment agreements with the Executives, as amended, remain unchanged.
The form of the Amendment to the Employment Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Amendment to the Employment Agreement is subject to, and qualified in its entirety by the Amendment to the Employment Agreement, the form of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Form of the Amendment to the Employment Agreements by and between the Company and Executives dated July 1, 2026. | |
| 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. | |
| /s/ Xiaohua Lu | |
| Xiaohua Lu | |
| Chief Executive Officer | |
| July 6, 2026 |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of July 1, 2026 (the “Effective Date”), by and between XMax Inc., a Nevada corporation (the “Company”), and _________(“Executive”). The Company and Executive are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Company and Executive are party to that certain Employment Agreement, dated ________ (the “Agreement”);
WHEREAS, the Board of Directors of the Company has approved to increase the salary of the Executive from $_______ to $______ per year, effective from July 1, 2026; and
WHEREAS, capitalized terms in this Amendment that are not otherwise defined have the meanings given those terms in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
1. Section 3.1 of the Agreement is hereby amended and restated in its entirety to read as follows:
3.1 Salary. Executive’s salary shall be $________ per year (the “Salary”) payable monthly, effective from July 1, 2026.
2. Except as expressly amended hereby, the Agreement continues in full force and effect.
3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4. This Amendment shall take effect on Effective Date.
5. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to the conflict of law principles thereof. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Clark County, Nevada.
[signature page follows]
IN WITNESS WHEREOF, the Parties to this Amendment to Employment Agreement have duly executed it as of the day and year first above written.
COMPANY: |
Executive: | |||
| XMAX INC. | ||||
| By: | /s/ | By: | /s/ | |
| Print Name: | ||||
| Title: | ||||