XMAX Inc. entered into a Securities Purchase Agreement with StratoCore Solutions Ltd., a Malaysian company, on March 30, 2026. The agreement involves a private placement of 1,958,000 shares of XMAX's common stock at a purchase price of $3.575 per share. The aggregate offering price for the private placement is $6,999,850. The transaction is being completed pursuant to the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended, indicating the purchaser is a non-U.S. person. The per share purchase price of $3.575 represents 50% of the closing price of XMAX's common stock on Nasdaq on the trading day immediately preceding the agreement date. The purchaser's subscription amount is due within 10 business days of the agreement, and shares will be delivered within 30 business days thereafter. A lock-up period of 60 months applies to the shares, which can be lifted if the common stock's closing price on the Trading Market reaches $15 per share after six months from the agreement date. The agreement may be terminated if the closing is not consummated by April 10, 2026.