Massimo Group

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities.

On June 18, 2024, we signed a consulting agreement (the “Consulting Agreement”) with TJCM Asset Management LLC (“TJCM”) to provide us with strategic consulting and financial advisory services for twelve months beginning on June 18, 2024. As partial consideration for the services and pursuant to the Consulting Agreement, TJCM is entitled to receive shares of our common stock equal to a value of $160,000, calculated by the valuation price (defined as the average closing price of our shares of common stock for the five consecutive trading days immediately preceding the effective date of the Consulting Agreement). On June 21, 2024, we issued 22,485 shares of our common stock to TJCM as a prepayment of $80,000 for the services to be provided in a private placement. This issuance was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.

Use of Proceeds

For a description of the use of proceeds generated in our IPO, see Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 15, 2024. There has been no material change in the planned use of proceeds from our IPO as described in the Registration Statement.