XMax Inc. filed a Form 8-K on November 3, 2026, disclosing that its Board of Directors approved a share repurchase program of up to $30,000,000 in aggregate purchase price of its outstanding common stock, with the program subsequently amended on November 2, 2026.

Key Highlights

  • Program size: The Board approved repurchases of up to $30,000,000 in aggregate purchase price of outstanding common stock, par value $0.001 per share.
  • Price limit: Repurchases may only occur at prices below $5.50 per share, according to the filing.
  • Duration: The program will expire three months after the Commencement Date, which has not yet been set.
  • Amendment: On November 2, 2026, the Board amended the program by unanimous written consent to revise the conditions to its commencement.
  • Commencement conditions: The program will not begin until after the company releases its fiscal quarter ended September 30, 2026 earnings, discloses any material nonpublic information, and engages a broker-dealer.
  • Funding source: The company disclosed it intends to fund repurchases from its existing cash and cash equivalents.
  • No obligation: The filing states the program "does not obligate the Company to repurchase any particular number of shares or dollar amount of Common Stock."

XMax Inc. Board Approves and Amends $30 Million Stock Buyback Program

According to the Form 8-K filed with the SEC on November 3, 2026, the Board of Directors of XMax Inc. (NASDAQ:XMAX) initially approved the Repurchase Program on October 31, 2026. On November 2, 2026, the Board amended the program by unanimous written consent to revise the conditions governing when repurchases may commence. The company issued a press release announcing the program on November 3, 2026, filed as Exhibit 99.1 to the report.

The filing states that repurchases under the program are expected to be made "from time to time through open-market purchases," which may include purchases under a trading plan intended to satisfy Rule 10b5-1 under the Securities Exchange Act of 1934, and are intended to be made in accordance with Rule 10b-18. The filing further notes that "the timing, manner, price (subject to the price limit) and amount of any repurchases will be determined by management based on market conditions, the trading price of the Common Stock, the Company's liquidity and capital requirements, legal requirements and other factors."

Three conditions must be satisfied before the Commencement Date can be set: the company must publicly release its financial results for the fiscal quarter ended September 30, 2026, by press release; publicly disclose any material nonpublic information; and engage a broker-dealer for the program. The filing includes forward-looking statements regarding the program, which the company cautions are subject to risks and uncertainties, including changes in the trading price of the common stock, market conditions, and the company's financial condition. The company states it "undertakes no obligation to update any forward-looking statement, except as required by law."

What Was Disclosed

XMax Inc. disclosed a Board-approved share repurchase program of up to $30,000,000, limited to purchases below $5.50 per share, running three months from a yet-to-be-determined Commencement Date, to be funded from existing cash and cash equivalents.