AIxCrypto Holdings, Inc. (AIXC) filed an amended Form S-1 registering up to 4,044,975 common shares (the “VWAP Shares”) for resale by Gold King Arthur Holding Limited under a committed equity facility. These shares correspond to the current Nasdaq “Exchange Cap” of 19.99% of pre-agreement outstanding stock.
Under a $50,000,000 Common Shares Purchase Agreement, AIxCrypto may, at its discretion, direct VWAP purchases; the Investor then sells shares in the market and remits 97% of the VWAP Purchase Amount to the company, keeping a 3% Draw Fee. The purchase price per share equals 93% of the lowest daily VWAP over the prior three trading days, creating potential dilution and selling pressure. Based on an illustrative VWAP of $0.7273 on August 12, 2026, AIxCrypto estimates possible gross proceeds of about $2.65 million from the registered shares, with further capacity only after shareholder approval becomes effective and additional shares are registered.
AIxCrypto is repositioned as a technology infrastructure company at the intersection of real‑world asset tokenization and Embodied AI, with early-stage platforms and limited current revenue. The filing highlights risks including sub‑$1.00 Nasdaq bid price exposure, reliance on this equity line for liquidity, and conflicts related to its controlling stockholder, Faraday Future Intelligent Electric Inc.
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, Inc. shifted fully from legacy biotechnology into a crypto- and AI-focused model, emphasizing Real-World Asset tokenization and an Embodied AI ecosystem while winding down all historical biopharma programs. For the six months ended June 30, 2026, it recorded a net loss of $10,266,621, driven by operating expenses of $7,293,046, a $2,929,946 net loss on digital assets, and a $375,844 loss on settlement of a Marizyme note.
Balance sheet strength deteriorated sharply: cash fell to $577,328 from $19,332,707 at December 31, 2025, while exchange-traded digital assets stood at $5,212,903 at fair value versus a $10,433,028 cost basis. Total assets declined to $7,402,799 and stockholders’ equity to $5,681,796, with 20,234,993 common shares outstanding after large conversions of Series B preferred stock. Operating activities used $7,939,909 of cash in six months, and financing activities used $12,132,000, including a $12,000,000 parent-company equity investment held at cost.
Management discloses that limited cash, absence of committed financing, volatile digital-asset values, and lack of recurring operating revenue collectively raise substantial doubt about the company’s ability to continue as a going concern for one year after issuance of these financial statements. RoboShare, an on-demand robot sharing marketplace publicly launched in June 2026, has not yet generated revenue; the first rental is targeted for August 2026, subject to execution. After quarter-end, the company advanced $500,000 to majority stockholder Faraday Future Intelligent Electric Inc. under a contemplated credit facility and entered a one-year consulting agreement with Aibot US Operation Inc. requiring $50,000 in monthly fees.
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. is registering up to 55,000,000 shares of common stock for resale by Gold King Arthur Holding Limited under a committed equity financing. The company may sell shares to this investor for an aggregate purchase price of up to $50,000,000 via VWAP-based purchases.
AIxCrypto develops infrastructure at the intersection of artificial intelligence and blockchain, focusing on tokenization of real-world assets and Embodied AI systems. It rebranded after a prior therapeutics business, remains a smaller reporting company, and its new platforms are early stage and have not generated material revenue.
Shares are issued at 93% of the lowest daily VWAP over three trading days, with a 3% Draw Fee, and are subject to a 9.99% Beneficial Ownership Limitation and a Nasdaq 19.99% Exchange Cap (4,044,975 shares) until stockholder approval. As of July 24, 2026, 20,234,993 shares were outstanding; if all 55,000,000 VWAP Shares were issued, they would represent about 73.10% of outstanding shares, meaning substantial potential dilution and share-price pressure from resales. Faraday Future Intelligent Electric Inc., the controlling stockholder, can provide the required written consent and may also receive up to $2,000,000 in unsecured credit from AIxCrypto, creating related-party and conflict-of-interest considerations.
AIxCrypto Holdings, Inc. filed an amendment to its annual report for the year ended December 31, 2025 to provide detailed Part III information on directors, executive compensation, security ownership, related-party transactions and auditor fees. The amendment does not change previously reported financial statements.
The company has a five-member board led by Chief Executive Officer Jiawei Wang and President and Chief Financial Officer Jie Sheng, with three Nasdaq-qualified independent directors and standing Audit, Compensation, and Nominating and Corporate Governance committees operating under formal charters. A code of business conduct, insider trading policy, hedging prohibition and claw-back policy are in place, and no disqualifying legal proceedings or family relationships among directors and officers are disclosed.
There were 20,234,993 shares of common stock outstanding as of March 23, 2026, and the market value of non‑affiliate holdings was $5,581,476 at $3.413 per share on June 30, 2025. Faraday Future Intelligent Electric Inc. beneficially owns 13,357,079 shares (66.0%). 2025 net loss attributable to AIxCrypto was $16.9 million. Principal executive officer compensation totaled $524,542 in 2025, with additional salaries of $75,000 for Jiawei Wang and $37,500 for then-CFO Koti Meka. Related-party items include a $10.0 million prepaid investment tied to Faraday shares, historical convertible debt with Alpha Capital Anstalt and Yi Hua Chen that is no longer outstanding, and warrant liabilities of about $72,000.
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, Inc. director Shi Chen has filed an initial Form 3, which is a required statement of beneficial ownership for company insiders. The filing lists no equity transactions, meaning there are no reported recent purchases, sales, or derivative exercises for Shi Chen in this submission.