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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): August 21, 2026
AIxCrypto
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| 1990
E. Grand Ave. |
|
|
| El
Segundo, California |
|
90245 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (760) 452-8111
(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 |
|
AIXC |
|
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. ☐
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
August 21, 2026, the Board of Directors (the “Board”) of AIxCrypto Holdings, Inc. (the “Company”) elected Jason
E. Dodier as a director of the Company, effective August 24, 2026, to serve until the next annual meeting of stockholders and until his
successor is duly elected and qualified, or until his earlier death, resignation or removal.
In
connection with Mr. Dodier’s election, the Board increased the size of the Board from five (5) to six (6) directors to create the
vacancy filled by Mr. Dodier’s election.
Mr.
Dodier’s election was recommended by the Nominating and Corporate Governance Committee of the Board. The Board has determined that
Mr. Dodier qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2). There are no arrangements
or understandings between Mr. Dodier and any other person pursuant to which he was selected as a director. There are no transactions
or proposed transactions in which the Company is or was a participant and in which Mr. Dodier has a direct or indirect material interest
requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Dodier and any director or executive
officer of the Company.
The
Board has deferred committee assignments for Mr. Dodier to a subsequent Board meeting.
Mr.
Dodier will receive compensation for his service on the Board pursuant to the Company’s previously approved non-employee director
compensation structure. In addition, Mr. Dodier will enter into the Company’s standard form of indemnification agreement with the
Company, pursuant to which the Company will agree to indemnify Mr. Dodier to the fullest extent permitted by applicable law.
Mr.
Dodier, age 39, brings over 15 years of experience in capital markets, energy economics, and complex infrastructure execution. From 2023
to 2026, Mr. Dodier served as Co-Founder and Chief Commercial Officer of Grain Ecosystem Inc., a waste-to-value and biochar carbon removal
platform. In this role, Mr. Dodier led the company’s commercial function from inception through its acquisition by Mangrove Systems
in April 2026. From 2021 to 2023, Mr. Dodier served as Commercial Leader at Schneider Electric, where he directed a $400 million regional
business. From 2019 to 2021, Mr. Dodier served as Vice President, Development at AlphaStruxure, a joint venture between The Carlyle Group
and Schneider Electric. Mr. Dodier is a member of the board of directors of Aquarius Bay Acquisition Corp. Mr. Dodier holds an MBA from Georgetown
University, McDonough School of Business (2019), a B.S. in Business Administration from Bryant University (2009), and a Six Sigma Black
Belt certification from Villanova University.
SIGNATURE
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.
| |
AIxCrypto
Holdings, Inc. |
| |
|
|
| Date:
August 26, 2026 |
By: |
/s/
Jerry Wang |
| |
Name: |
Jerry
Wang |
| |
Title: |
Chief
Executive Officer and Director
(Principal
Executive Officer) |
