Xiao-I Corp SEC Filings

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.

Streeterville Capital LLC and affiliated filers report beneficial ownership of 5,518,004 ordinary shares of Xiao‑I Corp, representing 9.99% of the class. The filing states this stake arises under a Convertible Promissory Note and that a contractual ownership cap limits Streeterville to 9.99%. The filing cites 55,235,284 shares outstanding as of December 31, 2025 from the issuer’s 20‑F.

Xiao-I Corporation registered up to $3,250,000 of American Depositary Shares (ADSs) issuable upon conversion of a convertible promissory note (the "Note") sold to Streeterville Capital, LLC on April 29, 2026. Each ADS represents sixty ordinary shares. The Note had an initial principal balance of $3,250,000, a purchase price of $3,000,000 (reflecting a $240,000 original issue discount and $10,000 transaction expense), bears interest at 6.0% per annum, and matures 12 months after the purchase price date. Conversion is at the holder's option at a variable conversion price tied to 90% of the lowest daily VWAP during a ten trading-day lookback less $0.05 for ADS issuance fees. The Company will receive no proceeds upon conversion; it already received gross proceeds of $3,000,000 from the private sale of the Note and intends to use those funds for working capital and general corporate purposes. The prospectus supplement discusses material VIE structure, PRC regulatory, foreign exchange and listing risks, and notes requirements to file with PRC authorities after completion of this offering under the Overseas Listing Measures.

Xiao-I Corporation filed Amendment No. 1 to its Form 20-F, fully restating the annual report’s disclosures while leaving the audited financial statements unchanged. The company explains its Cayman holding structure and reliance on a PRC variable interest entity, highlighting that ADS investors hold only offshore equity.

The filing details PRC dividend, capital control and SAFE registration constraints that limit cash movement from onshore entities to the parent, along with extensive intercompany cash transfers among the holding company, WFOE, the VIE and other subsidiaries. Xiao-I reports continued net losses and negative operating cash flows and says it does not expect to pay dividends, prioritizing reinvestment.

The report emphasizes risks from evolving PRC regulation, U.S. rules such as the HFCAA, new U.S. Treasury restrictions on AI-related investment in China, customer concentration, expansion into AI hardware and overseas markets, heavy R&D spending, a remaining material weakness in internal control over financial reporting and its emerging growth and foreign private issuer status.

Xiao-I Corporation files its Form 20-F, reporting persistent losses and heavy China-related regulatory risk. The company posted net losses of US$27.01 million in 2023, US$14.55 million in 2024 and a sharply higher US$101.82 million in 2025, with negative operating cash flow in each year.

Xiao-I is a Cayman holding company that relies on a PRC variable interest entity structure, so ADS investors hold no equity in the onshore operating entities and face uncertainty if Chinese authorities disallow the VIE. Tight PRC capital, dividend and FX controls limit cash movement from China, and management does not expect to pay dividends as it prioritizes expansion.

The filing highlights substantial risks: HFCAA/PCAOB inspection uncertainty that could lead to Nasdaq delisting, customer and supplier concentration, expansion into AI hardware and overseas markets, and a remaining material weakness in internal control over financial reporting. The company also became a Nasdaq “controlled company” after issuing super-voting preferred shares to its CEO’s entity.

Xiao-I Corporation plans to change the ratio of its American Depositary Shares (ADSs) so that one ADS will represent sixty ordinary shares instead of three. For ADS holders, this functions like a one-for-twenty reverse ADS split, consolidating every twenty existing ADSs into one new ADS.

The Company’s ordinary shares are not affected; no ordinary shares will be issued or cancelled, and shareholdings in the home market remain the same. The ADSs are expected to begin trading on a post-reverse ADS split basis on Nasdaq under the symbol AIXI on May 11, 2026, with Citibank, N.A. automatically exchanging old ADSs for new ones.

Holders do not need to take action. Fractional new ADSs will not be issued; instead, fractional entitlements will be aggregated and sold by the depositary, and net cash proceeds after fees, taxes and expenses will be distributed to affected ADS holders.