AI Financial sells subsidiary for $12M note and stock

Q: What are the key payment terms of the $12 million Note received by AIFC?

The Note’s initial principal is $12 million, with $1 million due on August 11, 2026 and $11 million payable via 20% of Prime’s post‑closing equity financings and, in any event, four equal annual installments of $2.75 million starting August 3, 2027.

Q: What interest rate does the Prime Delta Corp. Note to AIFC bear and how is it paid?

The Note bears interest at an annual rate of 4%, payable monthly on the unpaid principal beginning August 10, 2026. Prime may prepay principal without penalty if it also pays all accrued but unpaid interest on the amount being prepaid.

Q: How is AIFC’s $12 million Note from Prime Delta Corp. secured?

The Note is secured by all of Prime Delta Corp.’s assets and is further supported by three third‑party personal or entity guarantees of Prime’s obligations to AI Financial Corporation (AIFC), enhancing the credit support behind the payment obligations.

Q: What equity consideration did AIFC receive from Prime Delta Corp. in this transaction?

AI Financial Corporation (AIFC) received 11,551,750 restricted shares of Prime Delta Corp.’s common stock, par value $0.0001 per share. These shares were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Q: Under what securities law exemption were the Prime shares issued to AIFC?

Prime Delta Corp. issued the 11,551,750 restricted shares of its common stock to AI Financial Corporation (AIFC) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, which covers certain private offerings.

AI Financial Corporation completed the sale of its indirect, wholly owned subsidiary ALT 5 Sigma Canada, Inc. to Prime Delta Corp. on August 3, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

AI Financial Corporation completed the sale of its indirect, wholly owned subsidiary ALT 5 Sigma Canada, Inc. to Prime Delta Corp. on August 3, 2026. Consideration consists of a Secured $12 million Promissory Note and 11,551,750 restricted shares of Prime’s common stock.

The Note’s initial principal is $12 million, with $1 million due August 11, 2026 and the remaining $11 million payable in amounts equivalent to 20% of Prime’s post‑closing equity financings and, in any event, in four equal annual installments of $2.75 million starting August 3, 2027. The Note bears 4% annual interest, payable monthly beginning August 10, 2026, is secured by all of Prime’s assets, and is further supported by three third‑party guarantees. The restricted stock was issued under a Section 4(a)(2) private‑offering exemption.

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8-K Event Classification

2 items: 1.01, 2.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Key Figures

Note principal: $12 million Equity consideration: 11,551,750 shares Interest rate: 4% per annum +3 more

6 metrics

Note principal $12 million Initial principal balance of the Secured Promissory Note from Prime

Equity consideration 11,551,750 shares Restricted shares of Prime’s common stock issued to AI Financial

Interest rate 4% per annum Interest on the unpaid principal of the Note, payable monthly

Initial principal payment $1 million Portion of principal due August 11, 2026

Annual installment amount $2.75 million Four equal annual installments starting August 3, 2027

Equity financing payment rate 20% Portion of Prime’s post‑closing equity financings applied to Note principal

Key Terms

Material Definitive Agreement, Secured $12 million Promissory Note, restricted shares, Section 4(a)(2) of the Securities Act of 1933

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Secured $12 million Promissory Note financial

"The sale price consisted of two components: a Secured $12 million Promissory Note"

restricted shares financial

"and 11,551,750 restricted shares of Prime’s common stock"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"issued to us pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What major transaction did AI Financial Corporation (AIFC) complete on August 3, 2026?

AI Financial Corporation (AIFC) sold its indirect, wholly owned subsidiary ALT 5 Sigma Canada, Inc. to Prime Delta Corp., receiving a $12 million Secured Promissory Note and 11,551,750 restricted shares of Prime’s common stock as consideration.

What are the key payment terms of the $12 million Note received by AIFC?

The Note’s initial principal is $12 million, with $1 million due on August 11, 2026 and $11 million payable via 20% of Prime’s post‑closing equity financings and, in any event, four equal annual installments of $2.75 million starting August 3, 2027.

What interest rate does the Prime Delta Corp. Note to AIFC bear and how is it paid?

The Note bears interest at an annual rate of 4%, payable monthly on the unpaid principal beginning August 10, 2026. Prime may prepay principal without penalty if it also pays all accrued but unpaid interest on the amount being prepaid.

How is AIFC’s $12 million Note from Prime Delta Corp. secured?

The Note is secured by all of Prime Delta Corp.’s assets and is further supported by three third‑party personal or entity guarantees of Prime’s obligations to AI Financial Corporation (AIFC), enhancing the credit support behind the payment obligations.

What equity consideration did AIFC receive from Prime Delta Corp. in this transaction?

AI Financial Corporation (AIFC) received 11,551,750 restricted shares of Prime Delta Corp.’s common stock, par value $0.0001 per share. These shares were issued under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

Under what securities law exemption were the Prime shares issued to AIFC?

Prime Delta Corp. issued the 11,551,750 restricted shares of its common stock to AI Financial Corporation (AIFC) pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, which covers certain private offerings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:06 PM Accepted by SEC EDGAR 08/07/2026 - 04:05 PM

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) August 7, 2026 (August 3, 2026)

AI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-19621

41-1454591

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8548 Rozita Lee Avenue, Suite 305, Las Vegas, NV		89113
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 800-400-2247

(Former name or former address, if changed since last report.)

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))

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)		AIFC		The Nasdaq Stock Market LLC

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. ☐

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On August 3, 2026, AI Financial Corporation, a Nevada corporation (“we” or “us”), sold its indirect, wholly-owned subsidiary, ALT 5 Sigma Canada, Inc., a Quebec corporation, to Prime Delta Corp., a Delaware corporation (“Prime”). The sale price consisted of two components: a Secured $12 million Promissory Note (the “Note”) and 11,551,750 restricted shares of Prime’s common stock (the “Stock”).

The initial principal balance of the Note is $12 million. One million dollars in principal of the Note is due and payable to us on August 11, 2026. The remaining $11 million of principal is due and payable to us in an amount equivalent to 20% of Prime’s post-closing equity financings, and, in any event, otherwise in four equal annual installments of $2.75 million, commencing on August 3, 2027. In the context of the 20% financing-equivalent payments, or otherwise, Prime may prepay outstanding principal of the Note in whole or in part at any time or from time to time without penalty, provided that it concurrently pays all accrued but unpaid interest on the amount of principal being prepaid. The Note bears interest at the annual rate of four percent and is payable monthly on the unpaid principal, commencing on August 10, 2026. The Note is secured by all of Prime’s assets. We also received three third-party personal or entity guarantees of Prime’s obligations to us under the Note.

Prime also issued to us 11,551,750 restricted shares of its common stock, par value $0.0001 per share. The shares of Stock were issued to us pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

We incorporate by reference the disclosure set forth in Item 1.01 into this Item 2.01.

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.

	AI FINANCIAL CORPORATION

Date: August 7, 2026	By:	/s/ Tony Isaac
		Tony Isaac
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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AI Financial sells subsidiary for $12M note and stock

Rhea-AI Filing Summary

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