AIxCrypto Holdings, Inc. 8-K Filings

AIxCrypto Holdings, Inc. entered a non-binding term sheet with majority stockholder Faraday Future Intelligent Electric Inc. (FFAI) for a proposed acquisition of RobotCo, parent of FFAI’s robotics business, excluding RobotCo options. Subject to due diligence, definitive terms and approvals, the expected US$200 million purchase price would be paid in common stock and non-voting convertible preferred stock. The per-share price is expected to be the lower of US$2.246 and the average Nasdaq Official Closing Price for the five trading days before a definitive agreement is signed.

Independent directors Chen Shi and Jason E. Dodier comprise the special committee. The committee and board approved the term sheet, not the acquisition. A definitive agreement and closing remain subject to committee review and favorable recommendation, fairness opinions satisfactory to the respective special committees, required approvals and other conditions. AIxCrypto announced plans to rename itself FF EAI Robotics Ecosystem Inc. and change its symbol from AIXC to FFR effective September 30, 2026.

FFAI management’s preliminary standalone projections put robotics-business revenue at $7.1 million in 2026 and $45.17 million in 2027, with five-year cumulative revenue around $1.98 billion; they were not adopted as AIxCrypto guidance. AIxCrypto disclosed limited liquidity, operating losses, negative operating cash flow and substantial doubt about its ability to continue as a going concern.

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.

AIxCrypto Holdings, Inc. is pivoting from a Digital Asset Treasury strategy to focus on building and commercializing a robotics operations business centered on physical AI. The company plans an orderly exit of its digital asset positions and to redeploy resources toward its RoboShare marketplace for robot sharing and rental.

RoboShare completed its first paid commercial order on August 15, 2026 in Los Angeles, marking the start of commercial operations and initial revenue generation, with six robots deployed at an event in Malibu. This is the first activation in a planned ten‑city rollout. Management highlights near‑term priorities of validating repeat demand and operating economics in Los Angeles, expanding robot availability, and forming additional customer and ecosystem partnerships. The company also discloses significant risks, including limited cash and liquidity, substantial doubt about its ability to continue as a going concern, dependence on additional financing, and the need to meet continued listing requirements of The Nasdaq Stock Market.

AIxCrypto Holdings reported Q2 2026 results that emphasize a pivot from planning to execution around its new RoboShare robot‑sharing marketplace. RoboShare launched in June and will begin a Los Angeles pilot, with expansion to other cities dependent on early usage, economics and partner readiness. The company is also internally testing AI Agent products and anticipates initial revenue from Agentir beginning in the third quarter of 2026.

For the quarter ended June 30, 2026, revenue was zero and total operating expenses were $2,959,325, down 32% from the first quarter as cost‑normalization measures sharply reduced sales and marketing spending. Net loss was $4,187,605, improving from $6,079,016 in Q1 but larger than a year earlier, and included a non‑cash $984,364 loss on digital assets and a one‑time $375,844 loss on settlement of Marizyme notes. Net loss per share was $(0.21) for the quarter. As of June 30, 2026, cash and cash equivalents were $577,328 and digital assets had a fair value of $5,212,903, for a combined carrying value of about $5.8 million; total stockholders’ equity was $5,681,796. Net cash used in operating activities was $7,939,909 for the first half of 2026, and the company reported no debt, while maintaining capital priorities of RoboShare commercialization and expense discipline.

AIxCrypto Holdings, Inc. entered into a Consulting Agreement with Aibot US Operation Inc effective July 16, 2026 through July 15, 2027. Aibot will supply a four-person team covering finance, capital markets, and human resources/legal coordination, generally on-site five business days per week.

Compensation consists of a $50,000 monthly consulting fee, paid in semi-monthly installments, plus reimbursement of reasonable documented expenses capped at $500 per month unless pre-approved. One finance team member works on a hybrid schedule, reflected in a 20% fee discount for that role.

Governance terms allow either party to terminate with at least 15 days’ written notice, or on 24 hours’ notice for material breach, with immediate termination for specified confidentiality or non-solicitation breaches. Aibot is minority owned by CEO and director Jerry Wang, who also sits on its board, so the arrangement is a related party transaction. Disinterested board members and the Audit Committee reviewed and approved the agreement as fair and on terms no less favorable than could be obtained from an unaffiliated third party.

AIxCrypto Holdings, Inc. furnished an 8-K to share a press release about its debut at Automate 2026, a major automation and robotics exhibition in Chicago. The company officially launched RoboShare, a matchmaking platform for on-demand robot rentals, and introduced AIXC01, an infrastructure network for autonomous assets built around Identity, Attestation, Access, and Settlement.

The press release also outlines a broader Embodied AI + Web3 Robot Ecosystem strategy, including a “Robot Second Life Cycle” concept and a ground-air integration approach for the low-altitude economy. The information is furnished under Regulation FD, not deemed filed, and is subject to customary forward-looking statement disclaimers and safe-harbor protections.

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 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. 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.

AIxCrypto Holdings, Inc. filed an update describing a new strategic focus and product progress rather than financial results. The company’s AIxC Hub platform has entered Season 2, adding new engagement mechanics and Tenki-based interactive modules to deepen AI agent-driven experiences.

Management, led by Co-CEO Jerry Wang, plans to concentrate resources on Real-World Asset (RWA) and Embodied AI (EAI) initiatives, including intelligent electric vehicles and AI robotics, while phasing out BesTrade AI Agent and Digital Asset AI Management modules to sharpen operational focus. The press release also highlights growing community traction, with the official X account reaching 53,417 followers, a 94% increase in engagement rates, and total impressions approaching 600,000, and reiterates extensive forward-looking statement cautions and risk factors.

AIxCrypto Holdings, Inc. detailed several new leadership and advisory arrangements. The company entered an Advisor Agreement with Yueting (YT) Jia, effective October 2, 2025, with a fixed annual fee of $500,000, a target performance fee of $500,000 per year, a $300,000 engagement fee, and anticipated annual RSU and PSU grants each targeted at $1.5 million.

The company also finalized a Co-CEO Employment Agreement for Jiawei Wang with a $300,000 base salary, a $200,000 cash advance vesting over 36 months, and severance and equity-vesting protections upon certain terminations or change of control. A Stay Letter Agreement and amendment for Co-CEO Kevin A. Richardson II provide a lump-sum payment equal to his $234,000 base salary upon certain terminations and add a retroactive $4,500 monthly fee. In addition, Chief Financial Officer Koti Meka, serving in a part-time fractional role, receives a $150,000 base salary, an annual bonus opportunity up to $70,000, and potential annual equity awards valued at $200,000.

AIxCrypto Holdings, Inc. entered into a material consulting agreement with FF Global Partners LLC, effective November 1, 2025, under which the consultant will support strategic planning, funding strategies, blockchain architecture and operational risk management. The agreement runs through December 31, 2026 and pays a fixed fee of $100,000 per month, with potential discretionary quarterly bonuses of up to $1,000,000 and reimbursed expenses subject to a cap without prior consent.

The company also entered into an entrusted investment agreement with GOLD KING ARTHUR HOLDING LIMITED and Song Wang, under which GOLD KING ARTHUR will manage an investment in Faraday Future Intelligent Electric Inc. Class A common stock. In connection with this, GOLD KING ARTHUR agreed via a securities purchase agreement to buy FFAI shares for aggregate consideration of $10,000,000, with the share count based on the closing market price before closing. Additionally, AIxCrypto signed a non-binding letter of intent with Aster Foundation to explore collaboration on general business opportunities, including work related to the Sei blockchain infrastructure.

AIxCrypto Holdings, Inc. reported that its audit committee terminated Macias Gini & O’Connell LLP as its independent registered public accounting firm on December 12, 2025 and engaged HTL International, LLC as the new auditor.

The company stated that during its two most recent fiscal years and the interim period through December 12, 2025, there were no disagreements with Macias Gini & O’Connell on accounting principles or practices, financial statement disclosure, or audit scope or procedure, and no reportable events as defined under SEC rules for auditor changes. The company also included a letter from Macias Gini & O’Connell to the SEC, filed as an exhibit, stating whether the firm agrees with these disclosures.