XMax Inc.
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
XMAX$6.15+1.3%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of or are included in this Annual Report:
| 1. | Financial statements listed in the Index to Financial Statements, filed as part of this Annual Report beginning on page F-1; and |
| 2. | Exhibits |
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Merger by and between Stevens Resources, Inc. and Nova LifeStyle, Inc., dated June 14, 2011 (Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 2.2 | Share Exchange Agreement and Plan of Reorganization by and between Nova Furniture Limited and Nova LifeStyle, Inc., dated June 30, 2011 (Incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.1 | Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-163019) filed on November 10, 2009) |
| 3.2 | Amended and Restated Bylaws (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.3 | Certificate of Amendment to Articles of Incorporation filed with the Secretary of the State of Nevada on December 15, 2009, and effective as of September 9, 2009 (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.4 | Articles of Merger between Stevens Resources, Inc. and Nova LifeStyle, Inc. amending the Articles of Incorporation filed with the Secretary of State of the State of Nevada on June 14, 2011, and effective as of June 27, 2011 (Incorporated herein by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.5 | Articles of Exchange of Nova Furniture Limited and Nova LifeStyle, Inc. filed with the Secretary of State of the State of Nevada on June 30, 2011 (Incorporated herein by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 3.6 | First Amendment to the Amended and Restated Bylaws of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36259) filed on February 28, 2018) |
| 3.7 | Certificate of Change to Authorized Shares of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36259) filed on December 20, 2019) |
| 3.8 | Certificate of Change filed with the Nevada Secretary of State on May 22, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 23, 2023) |
| 3.9 | Certificate of Change to the Articles of Incorporation of Nova LifeStyle Inc. filed with the Nevada Secretary of State on September 5, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2023) |
| 3.10 | Certificate of Change to the Articles of Incorporation of Nova LifeStyle Inc. filed on November 3, 2025 (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 4, 2025) |
| 3.11 | Certificate of Amendment to the Articles of Incorporation of Nova LifeStyle Inc. filed on November 3, 2025 (Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 4, 2025) |
| 3.12 | Second Amended and Restated Bylaws of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on November 4, 2025) |
| 4.1 | Specimen Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 4.2 | Form of Investor Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 26, 2021) |
| 4.3 | Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 26, 2021) |
| 4.4 | Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 4, 2025) |
| 4.5† | Description of Securities registered under Section 12 of the Securities Exchange Act of 1934, as amended |
| 10.1 | Shareholder Agreement by and between Nova Furniture Limited and St. Joyal, dated January 1, 2011 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 30, 2011) |
| 10.2# | Form of Director Agreement (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 3, 2013) |
| Exhibit No. | Description |
| 10.3# | Nova LifeStyle, Inc. 2014 Omnibus Long-Term Incentive Plan (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A (File No. 333-163019) filed on July 10, 2014) |
| 10.4# | Nova LifeStyle, Inc. Form of Restricted Stock Award Agreement (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A (File No. 333-163019) filed on July 10, 2014) |
| 10.5 | Sales Representative Agreement by and between Diamond Bar Outdoors, Inc. and Tawny Lam Consulting, Inc. dated January 4, 2020 (Incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on May 12, 2020) |
| 10.6 | Nova LifeStyle, Inc. 2021 Omnibus Equity Plan (Incorporated herein by reference to Annex A to the Company’s Definitive Proxy on Schedule 14A filed on April 13, 2021) |
| 10.7 | Form of Securities Purchase Agreement dated July 23, 2021 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 26, 2021) |
| 10.8# | Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated August 11, 2021 (Incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed on April 8, 2022) |
| 10.9# | Employment Agreement by and between Nova Lifestyle Inc. and Thanh H. Lam dated May 8, 2023 (Incorporated herein by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on April 15, 2024) |
| 10.10# | Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated September 1, 2023 (Incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed on April 15, 2024) |
| 10.11# | Amendment to Employment Agreement by and between Nova Lifestyle Inc. and Jeffery Chuang dated December 22, 2023 (Incorporated herein by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed on April 15, 2024) |
| 10.12 | Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and ATS Brand Sdh Bhd dated January 23, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2024) |
| 10.13 | Securities Purchase Agreement dated May 16, 2024. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 21, 2024) |
| 10.14 | Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and Hong Sheng Sdn Bhd dated July 5, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2024) |
| 10.15 | Securities Purchase Agreement dated July 30, 2024. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 2, 2024) |
| 10.16 | Sale and Purchase Agreement by and among Nova LifeStyle Inc., Nova Living (M) Sdn Bhd and VT Conceptone Sdn Bhd dated August 7, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 12, 2024) |
| 10.17 | Form of Purchase Order, dated October 11, 2024 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2024) |
| 10.18 | Securities Purchase Agreement dated October 25, 2024. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 28, 2024) |
| 10.19 | Securities Purchase Agreement dated January 6, 2025. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 10, 2025) |
| 10.20 | Securities Purchase Agreement dated February 10, 2025. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 11, 2025) |
| 10.21 | Debt Repayment Agreement by and between the Company and the Creditor dated February 20, 2025. (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 24, 2025) |
| 10.22 | Form of Purchase Order (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 4, 2025) |
| 10.23 | Securities Purchase Agreement dated March 13, 2025.(Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 18, 2025) |
| 10.24# | Employment Agreement between the Company and Xiaohua Lu dated April 21, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 23, 2025) |
| 10.25 | Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 4, 2025) |
| 10.26 | Form of Placement Agency Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on September 4, 2025) |
| 10.27# | Director Agreement between the Company and Wen Tao dated September 23, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 26, 2025) |
| 10.28 | Subscription Agreement between Nova Furniture Limited and Preamble Capital, A Series of CGF2021 LLC dated September 25, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 29, 2025) |
| 10.29# | Employment Agreement between the Company and Yizhou (Steven) Zhao dated October 7, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 9, 2025) |
| 10.30 | Form of Securities Purchase Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2025) |
| 10.31 | Subscription Agreement between Xmax Alpha Holdings Ltd. and Preamble Capital I, A Series of CGF2021 LLC dated October 15, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2025) |
| 10.32 | Convertible Promissory Note Purchase Agreement by and between XMax Inc. and Billiongold Holding Limited, dated November 18, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2025) |
| 10.33 | Convertible Promissory Note, issued by XMax Inc. to Billiongold Holding Limited. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2025) |
| 10.34 | Subscription Agreement between Xmax Beta Holdings Ltd. and Preamble X Capital I, a series of Preamble X Capital LLC dated December 2, 2025. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 8, 2025) |
| 10.35 | Form of Securities Purchase Agreement. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2025) |
| 10.36# | Director Agreement between the Company and Matthew Beck dated January 6, 2026. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 9, 2026) |
| 10.37 | Loan Agreement by and between the Company and Joycheer Trade Limited dated January 28, 2026. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2026) |
| 10.38 | Subscription Agreement between Xmax Beta Holdings Ltd. and Preamble X Capital I, a series of Preamble X Capital LLC dated February 4, 2026. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 6, 2026) |
| 10.39 | Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 10, 2026) |
| 10.40 | Securities Purchase Agreement by and between the Company and StratoCore Solutions Ltd. dated March 30, 2026. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 31, 2026) |
| 10.41 | AI Inference Platform Deployment and Service Agreement by and between the Company and Cloud Alliance Inc. dated April 6, 2026. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 8, 2026) |
| 14.1 | Code of Business Conduct and Ethics of Nova Lifestyle, Inc. (Incorporated herein by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No. 333-163019) filed on June 10, 2013) |
| 19.1 | Insider Trading Policy (Incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on April 15, 2024) |
| 21.1 | Subsidiaries of the Registrant |
| 23.1† | Consent of Enrome LLP |
| 31.1† | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2† | Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1‡ | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2‡ | Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | Clawback Policy (Incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on April 15, 2024) |
| 101.INS | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.