Foxx Development Holdings Inc. filed a Form 8-K on November 12, 2026, disclosing a Debt Conversion Agreement dated November 10, 2026, under which the company agreed to issue 10,714,286 shares of common stock to MMT E Buy Holdings Limited in satisfaction of $30,000,000 of its subsidiary's accounts payable.

Key Highlights

  • Agreement date: The Debt Conversion Agreement was entered into on November 10, 2026, among Foxx Development Holdings Inc., its wholly owned subsidiary Foxx Development Inc., and MMT E Buy Holdings Limited.
  • Shares to be issued: The company will issue 10,714,286 shares of newly issued common stock, par value $0.0001 per share, to the creditor and its designees.
  • Conversion price: The shares are to be issued at a conversion price of $2.80 per share.
  • Debt discharged: Upon closing, $30,000,000 of the subsidiary's accounts payable to MMT E Buy Holdings Limited will be canceled and discharged.
  • Shareholder approval required: The closing is subject to approval by the company's shareholders of the transactions contemplated by the Agreement, including the issuance of the shares.
  • Exemption relied upon: The offer and sale of the shares are being made in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.
  • Remaining payables unaffected: According to the filing, any remaining accounts payable beyond the $30,000,000 will remain outstanding and unaffected by the Agreement.

Foxx Development's $30 Million Accounts Payable Conversion: Key Terms and Conditions

According to the Form 8-K filed with the SEC, Foxx Development Holdings Inc. (NASDAQ:FOXX) entered into a Debt Conversion Agreement on November 10, 2026, involving the company, its wholly owned subsidiary Foxx Development Inc., and MMT E Buy Holdings Limited, identified in the filing as "the Creditor." The agreement provides for the issuance of 10,714,286 shares of newly issued common stock at a conversion price of $2.80 per share, in satisfaction of $30,000,000 of the subsidiary's accounts payable owed to the Creditor.

The filing states that upon issuance of the shares at closing, the $30,000,000 in accounts payable will be "canceled and discharged," and MMT E Buy Holdings Limited "will release its claims against the Subsidiary with respect to that amount." The company disclosed that any remaining accounts payable to the Creditor beyond that amount will remain outstanding and unaffected by the Agreement.

The closing is contingent on shareholder approval, and the filing states it "will not occur unless and until the shareholder approval is obtained." The shares are being offered without registration under the Securities Act of 1933, in reliance on the exemption provided by Section 4(a)(2) and Rule 506(b) of Regulation D. The filing notes that the Creditor represented it is an accredited investor acquiring the securities for its own account and not with a view to distribution. The Debt Conversion Agreement, filed as Exhibit 10.1, is incorporated by reference into the Form 8-K.

What Was Disclosed

Foxx Development Holdings Inc. disclosed a Debt Conversion Agreement in which 10,714,286 shares of common stock will be issued at $2.80 per share to satisfy $30,000,000 of its subsidiary's accounts payable to MMT E Buy Holdings Limited, subject to shareholder approval.