8-K - XWIN - Equibles

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): November 18, 2025

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 November 18, 2025, the Board of Directors (the “Board”) of XMax Inc. (the “Company”) received a resignation letter from Ms. Thanh H. Lam to resign from her position as the Chairperson of the Board, effective immediately. Ms. Lam will remain as the Chief Executive Officer of the Diamond Bar Outdoors Inc., a wholly owned subsidiary of the Company. Ms. Lam indicated that her resignation is not because of any disagreement with the Company, its management or its other directors.

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.
	By:	/s/ Xiaohua Lu
		Xiaohua<br> Lu
		Chief<br> Executive Officer
Date:<br> November 19, 2025