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Xiao-I Corporation (AIXI) plans a change to its American Depositary Share (ADS) ratio, moving from one ADS representing 60 ordinary shares to one ADS representing 420 ordinary shares, which has the same effect for ADS holders as a one-for-seven reverse ADS split. The ADSs are expected to begin trading on a post-reverse ADS split basis on The Nasdaq Stock Market under the symbol AIXI on September 8, 2026. Ordinary shares are not affected; no ordinary shares will be issued or canceled, and only the ADS-to-share ratio changes. Every seven then-held ADSs will automatically be exchanged for one new ADS, and fractional ADS entitlements will be aggregated, sold by the depositary, and the net cash proceeds distributed to the relevant ADS holders after applicable fees, taxes and expenses.
Xiao-I Corp (AIXI) received an amended Schedule 13G filing (Amendment No. 2) from Streeterville Capital LLC and related parties reporting a sizeable position in its Ordinary Shares. Streeterville beneficially owns 5,518,004 Ordinary Shares, representing 9.99% of the 55,235,284 shares outstanding as of December 31, 2025, through a Convertible Promissory Note dated August 26, 2026. The note is subject to a contractual ownership cap of 9.99%, which limits the number of shares Streeterville may own at any time. Streeterville Management LLC, as manager of Streeterville, and John M. Fife, as sole member of Streeterville Management LLC, report indirect beneficial ownership of the same shares.
Xiao-I Corp (AIXI) entered into a Securities Purchase Agreement with an institutional investor under which it agreed to issue and sell an unsecured convertible promissory note with an original principal amount of $4,330,000. The note will be issued with a $320,000 original issue discount and $10,000 of transaction expenses, resulting in a $4,000,000 purchase price to the investor.
The closing of this financing is expected to occur on or about August 26, 2026, subject to satisfaction or waiver of closing conditions. This report and the related transaction documents are also incorporated by reference into Xiao-I’s effective Form S-8 and Form F-3 registration statements.
Xiao-I Corporation (AIXI) is registering up to $4,330,000 of American Depositary Shares (ADSs) issuable upon conversion of a new unsecured convertible promissory note to be issued to Streeterville Capital, LLC under its Form F-3 shelf.
The Note has $4,330,000 principal, a $4,000,000 purchase price (including $320,000 original issue discount and $10,000 expenses), bears 6.0% annual interest, matures in 12 months and is convertible at 90% of the lowest 10-day VWAP minus $0.05, subject to a 9.99% beneficial ownership cap. Xiao-I receives no proceeds from ADS issuances upon conversion; net proceeds from selling the Note are for working capital and general corporate purposes.
The company is a Cayman holding company operating in China through a VIE structure, faces PRC regulatory and capital-control constraints on cash movements and dividends, does not expect to pay dividends, and highlights risks under PRC overseas-listing rules, cybersecurity review, and the Holding Foreign Companies Accountable Act. An ADS ratio change to 1 ADS = 420 ordinary shares, equivalent to a one-for-seven reverse ADS split, is expected around September 8, 2026.
Xiao-I Corporation reported that Nasdaq's Listing Qualifications Department notified it on August 6, 2026 that the company is not in compliance with the minimum market value of publicly held shares requirement for Nasdaq Global Market listings, which requires at least US$15,000,000.
The notice followed 30 consecutive business days, from June 23 to August 4, 2026, during which Xiao-I's market value of publicly held shares was below US$15,000,000. The company's ADSs, trading under the symbol AIXI, remain listed with no immediate effect, but Xiao-I has 180 calendar days, until February 1, 2027, to restore compliance by maintaining market value of publicly held shares of at least US$15,000,000 for a minimum of ten consecutive business days. If compliance is not regained, Nasdaq may delist the securities, subject to Xiao-I's right to appeal. The company plans to monitor its status and evaluate options but notes there is no assurance it will regain compliance.
Streeterville Capital LLC and related reporting persons disclosed beneficial ownership of 5,518,004 ordinary shares of Xiao‑I Corp, equal to 9.99% of the class. The filing states this percentage is capped by contractual terms tied to Convertible Promissory Notes dated April 29, 2026 and July 1, 2026. The filing cites 55,235,284 shares outstanding as of December 31, 2025 per the issuer's 20‑F filed May 15, 2026. Reporting persons include Streeterville Capital LLC (direct), Streeterville Management LLC (manager), and John M. Fife (sole member/manager), each shown with sole voting and dispositive power over the same 5,518,004 shares.
Xiao-I Corporation is registering up to $2,170,000 of American Depositary Shares (ADSs) issuable upon conversion of a convertible promissory note to be issued on June 30, 2026, and 325,000 ADSs as pre-delivery shares, subject to the remaining availability under its Form F-3 registration statement. The Note will be sold privately to Streeterville Capital, LLC for a purchase price of $2,000,000 (reflecting an $160,000 original issue discount) and bears interest at 6.0% per annum. Each ADS represents sixty ordinary shares. The Conversion Price is variable and tied to a VWAP formula, so the number of ordinary shares issuable on conversion cannot be determined now. Proceeds from the Note sale and Pre-Delivery Shares are expected to be used for working capital and general corporate purposes.
Xiao-I Corporation entered into a Securities Purchase Agreement with an institutional investor to issue an unsecured convertible promissory note with an original principal amount of $2,170,000 and 325,000 ADSs as pre-delivery shares. The note carries an original issue discount of $160,000 and $10,000 of transaction expenses, resulting in a purchase price of $2,000,000. Closing of the transaction is expected on or about June 30, 2026, subject to satisfaction or waiver of closing conditions. This report is also incorporated by reference into the company’s effective Form S-8 and Form F-3 registration statements.
Xiao-I Corporation reported that the Shanghai High People’s Court issued first-instance judgments on June 10, 2026 in two related patent infringement cases involving its variable interest entity, Shanghai Xiao-I, and Apple’s Siri products. The company disagrees with the infringement findings and plans to appeal to the Supreme People’s Court of China within the statutory time limit.
The patent at issue had previously been upheld as valid in a final, non-appealable ruling by the Supreme People’s Court on March 31, 2026, which rejected Apple’s bid to invalidate it. That prior decision addressed only patent validity, while the current proceedings focus on whether Siri falls within the patent’s claim scope. Xiao-I emphasizes that there is no assurance of success on appeal or any financial compensation and will continue to update investors on material developments.
Xiao-I Corporation has regained full compliance with Nasdaq’s continued listing standards. Nasdaq confirmed that the company once again meets both the minimum bid price and public float requirements, removing the prior risk of deficiency status.
The company cured a market value shortfall after the market value of its publicly held shares was at least $15.0 million for ten consecutive business days from April 9, 2026 to April 22, 2026. It also restored its share price compliance when the closing bid price of its ADSs was at or above $1.00 per share for ten consecutive business days from May 14, 2026 to May 28, 2026. Xiao-I’s ADSs will continue trading on the Nasdaq Global Market under the symbol AIXI.