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Form 8-K

sec.gov

8-K — XMax Inc.

Accession: 0001493152-26-015718

Filed: 2026-04-08

Period: 2026-04-06

CIK: 0001473334

SIC: 2510 (HOUSEHOLD FURNITURE)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001473334

0001473334

2026-04-06

2026-04-06

iso4217:USD

xbrli:shares

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 6, 2026

XMAX

Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-36259

90-0746568

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

of

Incorporation)

File

Number)

Identification

No.)

6565

E. Washington Blvd., Commerce, CA 90040

(Address

of Principal Executive Office) (Zip Code)

(323)

888-9999

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

XWIN

Nasdaq

Stock Market

Item

1.01 Entry into a Material Definitive Agreement

On

April 6, 2026, XMax AI Inc. (“XMax AI” or the “Company”), a wholly owned subsidiary of XMax Inc.,

entered into an AI Inference Platform Deployment and Service Agreement (the “Agreement”) with Cloud Alliance Inc.

(the “Service Provider”), effective as of April 1, 2026.

Pursuant

to the Agreement, the Service Provider will develop and deploy an AI inference platform (“Platform”) to the Amazon

Web Services (AWS) cloud environment designated by the Company. The Service provider will also provide reasonable configuration and limited

customization work as is necessary to make the Platform operational for the Company’s approved use case.

The

total fixed fee for the services under the Agreement is US$400,000 and Company shall pay an initial non-refundable mobilization payment

of US$200,000 within three (3) business days after execution of the Agreement. The remaining US$200,000 shall be due within three (3)

business days following Company’s written acceptance of the Platform in accordance with the acceptance terms in the Agreement.

The

Agreement is filed as Exhibits 10.1 to this Current Report on Form 8-K. The foregoing summary of the terms of the Agreement is subject

to, and qualified in its entirety by, the Agreement, which is incorporated herein by reference.

Item

8.01. Other Events.

On

April 8, 2026, the Company issued a press release announcing the development and deployment of AI inference platform, a copy of which

is attached hereto as Exhibit 99.1.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Exhibit

Title or Description

10.1

AI Inference Platform Deployment and Service Agreement by and between the Company and Cloud Alliance Inc. dated April 6, 2026.

99.1

Press Release

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by

the undersigned, hereunto duly authorized.

XMax

Inc.

/s/

Xiaohua Lu

Xiaohua

Lu

Chief

Executive Officer

April

8, 2026

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

AI

INFERENCE PLATFORM DEPLOYMENT AND SERVICES AGREEMENT

Effective

Date

April

1, 2026

Client

XMAX

AI INC (EIN: 41-5304554), 6565 E. Washington Blvd, Commerce, CA 90040

Service

Provider

CLOUD

ALLIANCE INC, 8609 Westwood Center Dr, Suite 110, Tysons Corner, VA 22182

Project

Deployment

and customization of the Stella Inference Inc. AI Inference Platform on AWS

This

AI Inference Platform Deployment and Services Agreement (the “Agreement”) is entered into by and between XMAX AI INC (“Client”)

and CLOUD ALLIANCE INC (“Service Provider”). The parties agree as follows:

1. Scope

of Services

● Service

Provider shall deploy the Stella Inference Inc. AI Inference Platform (the “Platform”)

to the Amazon Web Services (“AWS”) cloud environment designated by Client, together

with such reasonable configuration and limited customization work as is necessary to make

the Platform operational for Client’s approved use case.

● The

implementation shall include, at minimum, the following functional modules in production-ready

form: (i) large-model API access and routing/orchestration, (ii) user login and account access

controls, (iii) payment capability, (iv) usage settlement/billing functionality, and (v)

a ticketing / work-order system.

● Service

Provider shall also provide go-live support and post-launch operational support services.

The detailed scope, service levels, response targets, maintenance procedures, and exclusions

for ongoing operations and maintenance (“O&M”) will be documented in a separate

O&M memorandum or statement of work to be executed by the parties after signing of this

Agreement.

2. Project

Term and Delivery Schedule

● The

project term shall begin on the Effective Date and continue until completion of the deployment,

final payment, and any transition obligations under this Agreement, unless earlier terminated

in accordance with this Agreement.

● Service

Provider shall use commercially reasonable efforts to complete deployment of the Platform

within thirty (30) calendar days after the Effective Date, provided that Client timely provides

all required AWS access, credentials, technical points of contact, branding inputs, business

rules, and commercially necessary decisions.

● Any

delay caused by Client, AWS account provisioning issues outside Service Provider’s

reasonable control, force majeure events, third-party system dependencies, or material scope

changes shall extend the schedule on a day-for-day equitable basis.

3. Fees

and Payment Terms

● The

total fixed fee for the services under this Agreement is Four Hundred Thousand U.S. Dollars

(US$400,000).

● Client

shall pay an initial non-refundable mobilization payment of Two Hundred Thousand U.S. Dollars

(US$200,000) within three (3) business days after execution of this Agreement.

● The

remaining Two Hundred Thousand U.S. Dollars (US$200,000) shall be due within three (3) business

days following Client’s written acceptance of the Platform in accordance with the acceptance

criteria in Section 4 below.

● All

amounts are exclusive of applicable taxes, duties, cloud usage charges, third-party software

license fees, payment processor fees, and AWS infrastructure costs, each of which shall be

borne by Client unless expressly stated otherwise in writing.

Page 1

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

4. Acceptance

Testing and Go-Live Criteria

● The

Platform shall be deemed accepted once Service Provider demonstrates, in Client’s designated

AWS environment or an agreed production-equivalent environment, that the following acceptance

standards are met:

● (a)

the Platform can connect to and route requests to one or more AI large-model APIs; (b) authorized

users can register or log in and access the service according to assigned roles; (c) payment-related

workflows are operational; (d) usage tracking and settlement functions are operational; and

(e) the ticketing / work-order module is operational for issue intake and tracking.

● Client

shall complete acceptance review within five (5) business days after Service Provider notifies

Client that the Platform is ready for acceptance testing. If Client does not deliver a written

rejection notice specifying material non-conformities within that period, the Platform shall

be deemed accepted.

● If

Client identifies a material non-conformity directly related to the agreed acceptance criteria,

Service Provider shall have a reasonable cure period to correct such item, after which Client

shall promptly retest the affected functionality.

5. Client

Responsibilities

● Client

shall timely provide AWS account access, network and security approvals, domain and DNS support

if applicable, payment processor account information if required, test users, business process

inputs, and personnel reasonably necessary for project decisions and acceptance testing.

● Client

is responsible for all third-party accounts, cloud costs, keys, credentials, data inputs,

compliance approvals, and any production data used in or through the Platform unless the

parties expressly agree otherwise in writing.

● Client

shall not use the Platform in a manner that violates applicable law, third-party terms, or

restrictions imposed by model providers, payment providers, or cloud providers.

6. Intellectual

Property and Ownership

● The

parties acknowledge and agree that all source code, object code, software architecture, algorithms,

models, connectors, frameworks, documentation, derivative works, enhancements, and other

intellectual property comprising or relating to the Platform are and shall remain the sole

and exclusive property of Stella Inference Inc.

● Nothing

in this Agreement transfers, assigns, licenses (except as expressly set forth below), or

otherwise grants to Client or Service Provider any ownership right, title, or interest in

or to the Platform source code or related intellectual property. For the avoidance of doubt,

neither CLOUD ALLIANCE INC nor XMAX INC shall own any code intellectual property or code

title arising from or used in the performance of this Agreement.

● Subject

to Client’s payment in full of all fees due under this Agreement and subject to Stella

Inference Inc.’s underlying ownership, Client shall receive a limited, non-exclusive,

non-transferable, non-sublicensable authorization to use the deployed Platform solely for

its internal business purposes for a period of three (3) months from the production go-live

date, unless the parties execute a separate extension, production services agreement, or

other written renewal. Upon expiration or earlier termination of such authorization, Client

shall cease use of the Platform except to the extent separately agreed in writing by Stella

Inference Inc. and Service Provider.

● Service

Provider may use its general know-how, skills, experience, methods, ideas, and non-client-specific

implementation learnings gained during performance of the services, provided it does not

disclose Client Confidential Information.

● During

the period commencing on the Effective Date and continuing for three (3) months thereafter,

if Stella Inference Inc. determines, on the same terms and conditions, to sell, transfer,

assign, or otherwise dispose of the source code of the Stella Inference Platform and/or the

ownership of such system, XMAX AI INC shall have a right of first refusal with respect to

such transaction; provided, however, that any such transaction shall be subject to a separate

definitive written agreement to be executed by and between Stella Inference Inc. and XMAX

AI INC, and, unless and until such agreement has been duly executed and the closing thereunder

has occurred, nothing in this Agreement shall constitute or be construed as a transfer, sale,

assignment, or conveyance of any source code, intellectual property rights, or ownership

of the system.

Page 2

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

7. Confidentiality

● Each

party shall keep confidential all non-public business, technical, financial, security, and

commercial information disclosed by the other party in connection with this Agreement (“Confidential

Information”) and shall use such information solely for purposes of performing or receiving

services under this Agreement.

● Confidential

Information shall not include information that the receiving party can demonstrate: (i) is

or becomes publicly available without breach of this Agreement; (ii) was already lawfully

known to the receiving party; (iii) is independently developed without use of the disclosing

party’s Confidential Information; or (iv) is lawfully received from a third party without

duty of confidentiality.

● The

confidentiality obligations in this Section shall survive for three (3) years after termination

of this Agreement, except with respect to trade secrets, which shall be protected for so

long as they remain trade secrets under applicable law.

8. Warranties

and Disclaimers

● Service

Provider warrants that it will perform the services in a professional and workmanlike manner

consistent with generally accepted industry standards for cloud deployment and software implementation

services.

● Except

for the express warranty stated above, the services and the Platform are provided “as

is” and “as available,” and Service Provider disclaims all other warranties,

whether express, implied, statutory, or otherwise, including any implied warranties of merchantability,

fitness for a particular purpose, non-infringement, uninterrupted operation, or error-free

performance.

● Service

Provider does not warrant any third-party services, AI models, payment rails, AWS services,

uptime of external providers, or results generated by third-party models.

9. Limitation

of Liability

● Except

for liability arising from a party’s fraud, willful misconduct, confidentiality breach,

or payment obligations, neither party shall be liable to the other for any indirect, incidental,

special, consequential, exemplary, or punitive damages, including loss of profits, loss of

revenue, loss of data, or business interruption, whether in contract, tort, or otherwise,

even if advised of the possibility of such damages.

● Except

for Client’s payment obligations and each party’s confidentiality obligations,

each party’s aggregate liability arising out of or relating to this Agreement shall

not exceed the total fees actually paid or payable under this Agreement.

10. Termination

● Either

party may terminate this Agreement for material breach by the other party if such breach

remains uncured for ten (10) business days after written notice describing the breach in

reasonable detail.

● Client

may terminate this Agreement for convenience upon ten (10) business days’ prior written

notice; provided, however, that Client shall remain responsible for the initial US$200,000

payment once this Agreement is signed and for all work performed and non-cancellable commitments

incurred through the effective date of termination.

● Upon

termination, Client shall promptly pay all undisputed amounts then due, and Service Provider

shall reasonably cooperate in a short transition of the deployed environment to the extent

consistent with Stella Inference Inc.’s intellectual property rights and subject to

payment of applicable transition fees if additional work is requested.

11. Independent

Contractor

● Service

Provider is an independent contractor and nothing in this Agreement creates a partnership,

joint venture, fiduciary, franchise, or employer-employee relationship between the parties.

● General

solicitations not specifically targeted at such personnel, and hiring resulting solely from

such general solicitations without direct or indirect targeted outreach, shall not be deemed

a breach of this Section.

Page 3

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

During

the term of this Agreement and for a period of three (3) years thereafter, XMAX INC shall

not, directly or indirectly, solicit for hire, hire, engage as an employee, consultant, contractor,

advisor, or otherwise retain any employee, contractor, or key service provider of CLOUD ALLIANCE

INC or STELLA INFERENCE INC who became known to XMAX INC through this Agreement or the deployment

project, without the prior written consent of the applicable company.

11A.  Non-Solicitation

and No-Hire

12. Governing

Law and Venue

● This

Agreement shall be governed by and construed in accordance with the laws of the Commonwealth

of Virginia, without regard to conflict-of-laws rules. Any legal action arising out of this

Agreement shall be brought in the state or federal courts located in Virginia, and each party

consents to such jurisdiction and venue.

13. Miscellaneous

● This

Agreement, together with Exhibit A and any later-executed O&M memorandum, constitutes

the entire agreement between the parties with respect to the subject matter hereof and supersedes

prior oral or written discussions on that subject.

● Any

amendment must be in writing and signed by both parties.

● Neither

party may assign this Agreement without the prior written consent of the other party, except

in connection with a merger, sale of substantially all assets, or internal reorganization,

provided the assignee assumes this Agreement in writing.

● If

any provision of this Agreement is held unenforceable, the remaining provisions shall remain

in full force and effect.

● Notices

under this Agreement shall be sent by email and recognized courier to the notice contacts

set forth in the signature block or to any updated contact later designated in writing.

Page 4

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

Exhibit

A – Statement of Work and Commercial Terms

Project

AWS

deployment and limited customization of the Stella Inference Inc. AI Inference Platform

Deployment

Target

AWS

account/environment designated by XMAX INC

Delivery

Window

Target

completion within 30 calendar days from Effective Date

Fixed

Fee

US$400,000

total

Payment

Milestone 1

US$200,000

due at contract signing

Payment

Milestone 2

US$200,000

due upon acceptance / go-live

O&M

Services

To

be further defined in a later operations and maintenance memorandum

Functional

Go-Live Checklist

No.

Acceptance

Item

Status

1

Model

API connection and request routing are operational.

Pass

/ Fail

2

User

login / access control is operational.

Pass

/ Fail

3

Payment

workflow is operational.

Pass

/ Fail

4

Settlement

/ billing workflow is operational.

Pass

/ Fail

5

Ticketing

/ work-order system is operational.

Pass

/ Fail

6

Deployment

is running in the agreed AWS environment.

Pass

/ Fail

Page 5

Cloud

Alliance Inc. / XMAX AI INC – AI Inference Platform Deployment Agreement

Signature

Page

CLIENT

SERVICE

PROVIDER

IP

Ownership Acknowledgment Signatory

XMAX

AI INC

CLOUD

ALLIANCE INC

STELLA

INFERENCE INC.

/s/

Steven (Yizhou) Zhao

/s/

Zhifa Liu

/s/

Fred Yu

Steven

(Yizhou) Zhao

Zhifa

Liu

Fred

Yu

Director

CEO

Director

Date:

Apr

6, 2026

Date:

Date:

Apr

6, 2026

Notice

Address:

6565

E. Washington Blvd

Commerce,

CA 90040

Notice

Address:

Tysons

Corner, VA 22182

Notice

Address:

Saratoga,

CA 95070

Email:

Email

Email:

Stella

Inference Inc. acknowledges and confirms solely for purposes of this Agreement that all source code and related intellectual property

for the Platform remain owned by Stella Inference Inc., and no ownership right is granted to CLOUD ALLIANCE INC or XMAX ai INC except

for the limited authorization expressly stated in this Agreement.

Page 6

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

XMax

Advances AI Strategy Through Development and Deployment of An AI Inference Platform

Los

Angeles, CA, April 8, 2026 – XMax Inc. (NASDAQ: XWIN) (“XMax” or the “Company”) today announced a key milestone

in its artificial intelligence (“AI”) strategy with the deployment of an AI inference platform, further advancing its expansion

toward a software-driven and platform-based AI business.

XMax

AI Inc., a wholly owned subsidiary of the Company (“XMax AI”), has entered into an agreement with CLOUD ALLIANCE INC to develop

and deploy a cloud-based AI inference platform to the Amazon Web Services (AWS) cloud environment designated by XMax AI. The platform

is designed to support scalable AI application development, multi-model integration, and potential commercial deployment.

The

platform will feature core capabilities including large-model API access and intelligent routing, user authentication, integrated payment

processing, usage-based billing, and workflow management tools. Together, these functionalities are expected to enable XMax to establish

a unified AI service layer supporting both internal operations and potential future external commercialization.

The

deployment is expected to be completed within approximately 30 days, subject to standard implementation conditions.

This

initiative represents a foundational step in XMax’s broader AI expansion strategy, positioning the Company to develop from a traditional

product-focused business into a scalable, software-centric platform. XMax believes that establishing capabilities in the orchestration

and deployment layer of AI services is critical to capturing long-term value in the rapidly evolving AI ecosystem.

“We

view AI infrastructure and software capability as core to our next phase of growth,” said Mr. Xiaohua Lu, Chief Executive Officer

of XMax. “This deployment establishes the foundation for XMax to operate as an AI-enabled platform company, capable of delivering

scalable and commercialized AI solutions.”

Following

deployment, the Company plans to enhance platform capabilities, integrate additional AI models, and explore commercialization opportunities

and strategic partnerships.

About

XMax Inc.

Headquartered

in Commerce, California, XMax Inc. (NASDAQ: XWIN), formerly known as Nova LifeStyle, Inc., is a diversified company engaged in the design,

sourcing, and distribution of contemporary furniture, as well as the development of artificial intelligence technologies. The Company

operates through an established global network of suppliers, distributors, and e-commerce channels, serving a broad customer base. In

addition, XMax is expanding into artificial intelligence technologies, including AI software and platform-based services, to support

future growth. By leveraging both its core operations and emerging technologies, the Company aims to drive diversification and long-term

value creation.

About

Cloud Alliance Inc.

Cloud

Alliance Inc. is a Virginia-based company providing cloud, IT modernization, DevOps, cybersecurity support, high-performance computing,

and AI-enabled technology services to government and commercial clients. The company’s capabilities include cloud migration and

modernization, enterprise cloud architecture, system design and development, testing, operations and maintenance, troubleshooting, security

vulnerability management, and data processing and AI integration. Cloud Alliance supports mission-critical, enterprise-wide systems for

federal and state government customers and maintains public visibility across government-focused contract channels including DOC NOAA

NMITS, DOT SWEP, USDA STRATUS, and the GSA Schedule.

Forward-Looking

Statements

This

press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and

Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, our ability to fully resume our operations and

remain financially healthy, our expected future growth prospects. All statements other than statements of historical fact are, or may

be deemed to be, forward-looking statements. In some cases, forward-looking statements can be identified by the use of forward-looking

terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,”

“may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,”

“objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,”

“effort,” “target,” “trajectory,” “focus,” “work to,” “attempt,”

“pursue,” or the negative of these terms or other comparable terms. However, the absence of these words does not mean that

the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in

light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other

factors we believe are appropriate in the circumstances.

Investor

Relations Contact

ICR

LLC.

XMaxIR@icrinc.com

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 12

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

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