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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): July 29, 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
5857
Owens Avenue, Suite 300
Carlsbad,
California 92008
(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
1.01 Entry into a Material Definitive Agreement.
On
July 29, 2026, AIxCrypto Holdings, Inc. (the “Company”), a Delaware corporation, entered into a Consulting Agreement (the
“Agreement”) with Aibot US Operation Inc (“Aibot” or the “Consultant”), a Delaware corporation located
at 21515 Hawthorne Blvd, Ste 420, Torrance, California 90503. The Agreement is effective as of July 16, 2026 (the “Effective Date”)
and continues through July 15, 2027, unless extended by mutual written consent of the parties or terminated earlier in accordance with
its terms.
Pursuant
to the Agreement, Aibot will provide a consulting service team of four personnel to support the Company’s business operations,
including finance (two personnel), capital markets (one personnel), and human resources/legal coordination (one personnel). The consulting
team is generally required to provide onsite support five business days per week, except that one finance team member will operate on
a hybrid schedule, which is reflected in a 20% fee discount for that arrangement.
The
Company will pay Aibot a monthly consulting fee of $50,000, payable in semi-monthly installments upon receipt of invoices submitted on
the 15th and last day of each month. Payment is due within 15 business days of the Company’s receipt of each invoice. In addition,
the Company will reimburse Aibot for reasonable, documented out-of-pocket expenses incurred in connection with the services, subject
to a $500 per month cap unless prior written approval is obtained from the Company.
Either
party may terminate the Agreement upon not less than 15 days’ prior written notice. The non-breaching party may also terminate
the Agreement on 24 hours’ notice in the event of a material breach by the other party. In addition, the Company may terminate
the Agreement immediately upon a breach by Aibot of the confidentiality or non-solicitation provisions contained therein, and the Agreement
may be terminated at any time by mutual written consent of the parties.
Aibot
US Operation Inc is minority owned by Jerry Wang, who serves as the Company’s Chief Executive Officer and as a member of its Board
of Directors. Mr. Wang also serves on Aibot’s board of directors. As a result, the Agreement constitutes a related party transaction.
The entry into the Agreement was reviewed and approved by the disinterested members of the Company’s Board of Directors and
the Audit Committee of the Board of Directors, who determined that the terms of the Agreement are fair and reasonable to the Company
and on terms no less favorable than could be obtained from an unaffiliated third party.
A
copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing
description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.
Forward-Looking
Statements
This
Current Report on Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements
identifying important factors that could cause actual results to differ materially from those anticipated. Such forward-looking statements
are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Words such as “may,”
“might,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “targets,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,”
“likely,” or “continue,” or the negative of these terms or other similar expressions, are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements
are based on the Company’s current expectations and assumptions regarding its business, the economy, and other future conditions
as of the date of this Current Report on Form 8-K. Because forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks, and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially
from those contemplated by the forward-looking statements as a result of factors described in the Company’s filings with the U.S.
Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and
subsequent filings. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as may be required under applicable securities laws.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
|
| 10.1 |
|
Consulting Agreement, dated July 29, 2026, between AIxCrypto Holdings, Inc. and Aibot US Operation Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
July 31, 2026 |
By: |
/s/
Jerry Wang |
| |
Name: |
Jerry
Wang |
| |
Title: |
Chief
Executive Officer and Director |
| |
|
(Principal
Executive Officer) |
