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AIxCrypto Holdings (AIXC) names independent director to board

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AIxCrypto Holdings, Inc. (AIXC) reported that its Board of Directors elected Jason E. Dodier as a director, effective August 24, 2026. To add him, the Board increased its size from five to six directors. He will serve until the next annual meeting and until a successor is elected and qualified, or earlier death, resignation, or removal.

The Board determined that Mr. Dodier is an independent director under Nasdaq Listing Rule 5605(a)(2). The company states there are no arrangements, related‑party transactions requiring Regulation S‑K Item 404(a) disclosure, or family relationships linked to his selection. Committee assignments were deferred to a later meeting. He will receive compensation under the existing non‑employee director program and will sign the company’s standard indemnification agreement. Mr. Dodier, age 39, has over 15 years’ experience in capital markets, energy economics, and infrastructure, including senior roles at Grain Ecosystem Inc., Schneider Electric, and AlphaStruxure.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Board size after election 6 directors Board increased from five to six directors to add Jason E. Dodier
Board size before election 5 directors Board increased from five (5) to six (6) directors
Effective date of Dodier’s directorship August 24, 2026 Date Jason E. Dodier’s service as director becomes effective
Jason E. Dodier age 39 Age of the newly elected director
Regional business directed at Schneider Electric $400 million Size of regional business Mr. Dodier directed as Commercial Leader from 2021 to 2023
Years of experience over 15 years Experience of Mr. Dodier in capital markets, energy economics, and infrastructure
independent director regulatory
"The Board has determined that Mr. Dodier qualifies as an “independent director”"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nasdaq Listing Rule 5605(a)(2) regulatory
"within the meaning of Nasdaq Listing Rule 5605(a)(2)"
Nasdaq Listing Rule 5605(a)(2) sets the criteria Nasdaq uses to decide whether a company’s board members are independent, listing examples of relationships or ties that would disqualify a director from being considered independent. Investors care because a board with genuinely independent directors acts like an impartial referee overseeing management decisions, reducing conflicts of interest and improving the chance that shareholder interests are protected and corporate decisions are scrutinized effectively.
indemnification agreement regulatory
"will enter into the Company’s standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Item 404(a) of Regulation S-K regulatory
"requiring disclosure under Item 404(a) of Regulation S-K"
Six Sigma Black Belt technical
"and a Six Sigma Black Belt certification from Villanova University"
A six sigma black belt is a professional trained to identify and eliminate errors or inefficiencies in processes to improve quality and performance. Think of it like a quality coach who uses data and systematic methods to make workflows smoother and more reliable. For investors, this expertise can lead to more consistent results and better management of risks in organizations.

FAQ

What board change did AIxCrypto Holdings, Inc. (AIXC) announce on August 21, 2026?

AIxCrypto Holdings, Inc. announced that its Board elected Jason E. Dodier as a director, effective August 24, 2026, and increased the Board size from five to six directors to create the vacancy he fills.

Is the new AIXC director Jason E. Dodier considered independent?

Yes. The Board determined that Jason E. Dodier qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2), meaning he meets Nasdaq’s criteria for independence from management and certain related parties.

Will Jason E. Dodier receive compensation for serving on AIXC’s board?

Yes. Jason E. Dodier will receive compensation under AIXC’s previously approved non‑employee director compensation structure and will enter into the company’s standard indemnification agreement for directors.

What prior experience does AIXC’s new director Jason E. Dodier have?

Jason E. Dodier, age 39, has over 15 years of experience in capital markets, energy economics, and infrastructure. He held senior roles at Grain Ecosystem Inc., Schneider Electric, and AlphaStruxure, and serves on the board of Aquarius Bay Acquisition Corp..

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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)

 

 

 

Filing Exhibits & Attachments

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