AIxCrypto Holdings Inc SEC Filings

AIxCrypto Holdings, Inc. entered into a common share purchase agreement with Gold King Arthur Holding Limited, creating a flexible equity financing facility. The company may sell up to $50,000,000 of common shares, or up to 19.99% of the voting power outstanding before signing, whichever is less, unless shareholders later approve a higher level.

Shares can be drawn over time via VWAP Purchase Notices, with the purchase price set at 93% of the lowest volume-weighted average price over a three-day window, and a 3.0% draw fee retained by the purchaser. AIxCrypto paid a $100,000 upfront fee at signing.

The company plans to register resales of these shares on Form S-1 within set deadlines and must seek shareholder approval to issue shares above the exchange cap. The agreement runs until the earlier of its 24‑month term, full use of the $50 million commitment, delisting, or specified insolvency or breach events.

AIxCrypto Holdings, Inc. director Shi Chen has filed an initial Form 3, which is a required statement of beneficial ownership for company insiders. The filing lists no equity transactions, meaning there are no reported recent purchases, sales, or derivative exercises for Shi Chen in this submission.

AIxCrypto Holdings reported major leadership changes and a strategic exit from its legacy biotechnology business. Co-Chief Executive Officer and director Kevin Richardson II, Chief Financial Officer and director Koti Meka, and President Campbell Becher resigned their roles, with Mr. Meka remaining CFO until June 20, 2026.

The Board appointed director Jie (Jay) Sheng as President immediately and as Chief Financial Officer effective June 21, 2026. His offer includes a $400,000 base salary, up to $200,000 annual bonus, and proposed equity awards subject to Board approval and share availability. Jerry Wang and Chen Shi were also appointed as directors, with Mr. Shi deemed an independent director and expected to chair the Audit Committee.

The Board approved a structured wind-down of the company’s legacy biotechnology segment after reviewing strategic alternatives. The company is evaluating potential charges, asset impairments, and other costs from this discontinuation and plans to provide further details in its next periodic SEC report.

AIxCrypto Holdings, Inc. entered into a material agreement to sell its loan and related rights tied to Marizyme, Inc. to CABG ACQUISITION CORP. The Note Package includes an amended secured promissory note with outstanding principal of about $4,771,142 at 18% interest, a $1,750,000 co-development note, and a security interest in substantially all Marizyme assets.

In return, AIxCrypto will receive $100,000 in cash, royalty payments equal to 10% of Net Revenue on cumulative Net Revenue above $20,000,000, and a 4.99% membership interest in the Buyer. AIxCrypto also gains customary preemptive and registration rights. The closing will occur on a mutually agreed date, with either party able to terminate if it has not closed within 90 days.

AIxCrypto Holdings, Inc. reported first-quarter 2026 results as a pre-revenue company building its Web3 and AI infrastructure platform. The company generated zero revenue and recorded a net loss of $6,079,016, driven by higher general and administrative and new sales and marketing expenses.

Operating expenses rose to $4,333,721 from the prior year period, while a $1,945,582 non-cash net loss on digital assets contributed to other expense. Cash and cash equivalents fell to $6,201,121 at March 31, 2026, as the company deployed $10,000,000 into a prepaid equity investment in Faraday Future as part of its RWA tokenization strategy.

During the quarter, AIxCrypto advanced three planned 2026 revenue “rails”: the EAI Data Platform collaboration with Faraday Future, the Agentir AI Agent Arena platform, and an RWA equity tokenization initiative. A major non-cash conversion of Series B preferred stock increased common shares outstanding to 20,234,993 and simplified the capital structure.

AIxCrypto Holdings, Inc. reported a larger net loss and rising liquidity risk for the three months ended March 31, 2026, while accelerating its shift toward a crypto-focused treasury strategy.

The company recorded a net loss of $6,079,016, more than double the prior-year period, with total operating expenses of $4,333,721 and an additional $1,945,582 net loss on digital assets. Cash and cash equivalents fell from $19,332,707 at December 31, 2025 to $6,201,121, driven by $4,495,354 used in operating activities and $8,504,232 used in investing, including a $10,000,000 related-party prepaid investment to acquire Faraday Future shares and significant crypto purchases.

As of March 31, 2026, the company held digital assets with a fair value of $6,197,267 against a cost basis of $10,433,028, reflecting substantial unrealized losses, and carried a short-term note receivable from Marizyme of $5,083,002 with an allowance for credit losses of $4,697,574. Stockholders’ equity declined to $21,871,593, while accumulated deficit reached $146,106,466. Management explicitly raised substantial doubt about the company’s ability to continue as a going concern, citing the lack of revenues, ongoing cash burn, dependence on digital assets, and the absence of committed new financing.

AIxCrypto Holdings, Inc. describes multiple amended agreements tied to its entrusted investment in Faraday Future Intelligent Electric Inc. (FFAI). The entrusted investment agreement with GOLD KING ARTHUR HOLDING LIMITED and Song Wang was expanded so “FFAI Shares” now cover FFAI preferred stock, loans, debt instruments and convertible notes.

GKA and FFAI amended their securities purchase agreement, raising the subscription amount to $12 million, with $500,000 for FFAI Class A common shares and $11.5 million for Series C Convertible Preferred Stock at a $0.26 per share reference price. FFAI also issued a warrant for 1,000,000 Class A shares and created 11,502 shares of Series C Convertible Preferred Stock, convertible using a stated value of $1,000 per share and a conversion price of $0.26, with an alternative conversion price mechanism.

In connection with these transactions, FFAI entered into a $2,000,000 loan agreement with GKA at 10% interest, funded by AIxCrypto under the entrusted structure, which was later terminated when its principal and interest were applied toward the revised subscription amount.

AIxCrypto Holdings reported full-year 2025 results and detailed its transformation from a biopharma business into an AI and blockchain digital infrastructure company. Fiscal 2025 focused on repositioning, including a $41.0 million PIPE financing, a rebrand, and a new leadership team.

As of December 31, 2025, the company reported approximately $31 million in total assets, including about $19 million in cash and cash equivalents, against roughly $3 million in total liabilities, for stockholders’ equity of about $28 million. Aggregate gross financing proceeds during 2025 were approximately $42 million, and net cash used in operating activities was $6,951,458, compared with $6,327,503 in 2024.

AIxCrypto is building an AI Agent and Embodied AI blockchain ecosystem and advancing a Real World Asset tokenization business. It deployed $10 million into FFAI stock in February 2026 as a potential underlying asset and is targeting about 100,000 monthly active users across its ecosystem by year-end 2026, excluding AIxC Hub.