8-K

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

Dateof Report (Date of earliest event reported): January 5, 2026

XMaxInc.

(Exact name of registrant as specified in its charter)

Nevada	001-36259	90-0746568
(State<br> or Other Jurisdiction	(Commission	(I.R.S.<br> Employer
of<br> Incorporation)	File<br> Number)	Identification<br> No.)

6565E. 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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<br> Stock, par value $0.001 per share	XWIN	Nasdaq<br> Stock Market

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On January 5, 2026, the Board of Directors (the “Board”) of XMax Inc. (the “Company”) appointed Mr. Matthew Beck, as a new member to serve on the Board.

Mr. Matthew Beck, age 41, has served as Co-Founder and a director of Endcap, a SaaS advisory firm, since July 2024. He has served as an Account Executive at IFS AB since March 2025. Previously, Mr. Beck held regional leadership and sales roles at Cloudinary from 2022 to 2024, New Relic from 2020 to 2022, AppDynamics (acquired by Cisco Systems, Inc.) from 2019 to 2020, and Aspen Technology, Inc. from 2016 to 2019.

There are no arrangements or understandings between Mr. Beck and any other person pursuant to which Mr. Beck was appointed as a director of the Company. In addition, there is no family relationship between Mr. Beck and any director or executive officer of the Company. The Board deems Mr. Beck an “independent director” as defined by NASDAQ Rule 5605(a)(2).

In connection with his appointment, the Company entered into a Director Agreement (the “Agreement”) with Mr. Matthew Beck on January 6, 2026. In the Agreement, Mr. Beck will receive compensation in the amount of $1,880 monthly, plus expenses. The Agreement imposes certain customary confidentiality and non-disclosure obligations on the director. The description contained herein of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of the Director Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

On January 8, 2026, the Board received a resignation letter from Mr. Charlie Huy La, to resign from the positions as a member of the Board, Chairman of the Nominating and Corporate Governance Committee and a member of Compensation Committee and Audit Committee of the Board, effective immediately. Mr. La’s resignation is not because of any disagreement with the Company, its management or its directors.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Title or Description
10.1	Director Agreement between the Company and Matthew Beck dated January 6, 2026.
104	Cover<br> 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.

Nova LifeStyle, Inc.
By:	/s/ Xiaohua Lu
	Xiaohua<br> Lu
	Chief<br> Executive Officer

Date: January 9, 2026

Exhibit10.1

DIRECTORAGREEMENT

This Director Agreement (the “Agreement’’) is made and entered into as of January 6, 2026 (the “Effective Date”), by and between XMax Inc. (the “Company”), and Matthew Beck, an individual (the “Director”).

I. SERVICES

1.1 Board of Directors. The Company has appointed the Director to the Company’ s Board of Directors (the “Board”). Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board and serve as a director so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation, Bylaws and any applicable stockholders’ agreement of the Company and until such time as he resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position. Director may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.

1.2 Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business of the Company in accordance with applicable law and stock exchange rules as well as the Articles of Incorporation and Bylaws of the Company, serving on committees of the Board as it may appoint and such other services mutually agreed to by Director and the Company (the “Director Services”).

1.3 Member of Committees. The Company and the Director acknowledge that all official appointments to committees of the Board are made by the Board.

1.4 Expiration Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.

II.COMPENSATION

2.1 Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred in connection with the Director Services rendered by Director.

2.2 Fees to Director. The Company agrees to pay Director a fee of US$1,880 a month for Director Services. The fee to the Director shall be paid by the Company monthly.

III.CONFIDENTIALITY AND NONDISCLOSURE

3.1 Confidentiality. During the term of this Agreement, and for a period of five (5) years after the Expiration Date, Director shall maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential” or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition (financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii) is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director outside of this relationship with the Company (the “Confidential Information”).

3.2 Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the benefit of the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically permitted in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use or disclosure of the Confidential Information.

3.3 Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees to certify in writing that Director has so returned or destroyed all such Company Property.

IV.COVENANTS OF DIRECTOR

4.1 No Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm, partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s obligations to his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise shall not constitute a violation hereof.

4.2 Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or its employment, contractual or other relationship with the Company.

V.TERM AND TERMINATION

5.1 Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.

5.2 Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party, or such shorter period as the parties may agree upon.

5.3 Survival. The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.

VI.MISCELLANEOUS

6.1 Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.

6.2 No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.

6.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of this Agreement or such other address s either party may specify in writing.

6.4 Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

6.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director Services undertaken by Director for the Company.

6.6 Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.

6.7 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6.8 Governing Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of state of Nevada, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the terms contemplated by this Agreement shall be commenced exclusively in the state and federal courts sitting in the Clark County, Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Clark County, Nevada, for the adjudication of any dispute hereunder or in connection herewith.

(Signaturepages to follow)

lN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Company: XMax Inc.		Director:
By:	/s/<br> Xiaohua Lu	By:	/s/<br> Matthew Beck
Name:	Xiaohua<br> Lu, Chief Executive Officer	Name:	Matthew<br> Beck
Address:	6565<br> E. Washington Blvd,	Address:
	Commerce,<br> California 90040