AIxCrypto (NASDAQ: AIXC) exits Marizyme loan for cash, royalties and equity
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
AIxCrypto swaps a distressed loan position for cash, royalties, and equity-linked upside.
AIxCrypto is transferring its entire Marizyme exposure, including a secured note with about $4,771,142 principal at an 18% rate and a $1,750,000 co-development note, plus all related collateral rights, to CABG ACQUISITION CORP.
Consideration is a relatively small immediate payment of $100,000, but adds contingent value: a 10% royalty on Net Revenue above $20,000,000 and a 4.99% membership interest in the Buyer, alongside customary preemptive and potential registration rights. Actual economic realization will depend on Marizyme asset commercialization and any future revenue performance disclosed in later periods.
8-K Event Classification
2 items: 1.01, 9.01
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Marizyme Note principal: $4,771,142 outstanding principal
Note interest rate: 18% per annum
Co-Development Note funding: $1,750,000 funding amount
+5 more
8 metrics
Marizyme Note principal
$4,771,142 outstanding principal
Amended and Restated Secured Demand Promissory Note
Note interest rate
18% per annum
Interest on Marizyme secured promissory note
Co-Development Note funding
$1,750,000 funding amount
Co-Development Note for DuraGraft product
Cash consideration
$100,000 cash
Article 3.1 Note Purchase Agreement consideration
Royalty rate
10% of Net Revenue
On cumulative Net Revenue above $20,000,000
Net Revenue threshold
$20,000,000 cumulative Net Revenue
Trigger level for 10% royalty payments
Buyer membership interest
4.99% membership interest
Equity interest in CABG ACQUISITION CORP.
Outside closing date
90 days from execution
After which either party may terminate
Key Terms
Note Purchase Agreement, Co-Development Note, Security Agreement, Net Revenue, +2 more
6 terms
Note Purchase Agreement financial
"entered into a note purchase agreement (the “Note Purchase Agreement”) with CABG ACQUISITION CORP."
A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.
Co-Development Note financial
"that certain Co-Development Note dated April 11, 2024, by and between Marizyme and the Company"
Security Agreement financial
"that certain Security Agreement dated August 20, 2025, by and between Marizyme, as debtor, and the Company, as secured party"
A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.
Net Revenue financial
"royalty payments equal to ten percent (10%) of Net Revenue on all cumulative Net Revenue exceeding $20,000,000"
Net revenue is the total amount of money a company earns from selling its products or services after subtracting any returns, discounts, or refunds. It shows how much actual income the company keeps from its sales. This figure is important because it reveals the true earnings from business activities, helping people understand how well the company is doing.
preemptive right financial
"the Company will have a customary preemptive right, in the event the Buyer proposes to issue any new membership interests"
A preemptive right is a shareholder’s legal chance to buy new shares before they are offered to others, so they can keep the same percentage of ownership in a company. It matters to investors because it protects against dilution of voting power and economic stake—think of it like having first dibs on extra slices of a pizza so your share of the pie doesn’t shrink when more slices are issued.
registration rights financial
"the Company will also have customary registration rights with respect to the membership interest of the Buyer"
Registration rights are contractual promises that let investors require a company to file paperwork with securities regulators so those investors can sell their shares to the public. They matter because they create a path to liquidity and an exit plan—without them, investors may be stuck holding shares for a long time. Think of them like a reserved ticket that guarantees access to a public marketplace when the holder is ready to sell.
FAQ
What transaction did AIxCrypto Holdings (AIXC) announce involving Marizyme?
AIxCrypto agreed to sell all its rights in a Marizyme debt and security package to CABG ACQUISITION CORP. The Note Package includes a secured promissory note, a co-development note, and related collateral and enforcement rights against substantially all Marizyme assets.
How large is the Marizyme promissory note AIxCrypto is selling?
The Amended and Restated Secured Demand Promissory Note made by Marizyme in favor of AIxCrypto has outstanding principal of approximately $4,771,142. It accrues interest at an annual rate of 18%, forming a key part of the Note Obligations included in the Note Package.
What immediate cash consideration will AIxCrypto receive from this Note Package sale?
AIxCrypto will receive $100,000 in cash under Article 3.1 of the Note Purchase Agreement. This cash payment is part of a broader consideration mix that also includes royalty rights on future Net Revenue and a membership interest in the Buyer entity.
What royalty rights does AIxCrypto receive under the Note Purchase Agreement?
AIxCrypto is entitled to royalty payments equal to 10% of Net Revenue on all cumulative Net Revenue exceeding $20,000,000. Net Revenue is defined in the Note Purchase Agreement and is tied to future commercialization of the acquired Marizyme assets.
What equity interest will AIxCrypto hold in CABG ACQUISITION CORP.?
The Buyer will issue AIxCrypto a membership interest equal to 4.99% of its outstanding membership interests. AIxCrypto also receives customary preemptive rights on future equity issuances and potential registration rights if the Buyer later becomes subject to securities registration requirements.
When will the AIxCrypto–CABG Note Purchase Agreement close, and can it be terminated?
Closing will occur on a date the parties mutually agree in writing, effective as of that Closing Date. If closing has not occurred within 90 days from execution, either party may terminate the agreement by written notice, provided it is not in material breach.