Xiao-I Corp agrees to issue $4.33M convertible note

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.

Rhea-AI Filing Summary

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.

Key Figures

Original principal amount of Note: $4,330,000 Original issue discount: $320,000 Transaction expenses: $10,000 +2 more

5 metrics

Original principal amount of Note $4,330,000 Unsecured convertible promissory note issued under the Securities Purchase Agreement

Original issue discount $320,000 Discount applied to the $4,330,000 original principal amount of the Note

Transaction expenses $10,000 Expenses associated with issuing the Note under the SPA

Purchase price of Note $4,000,000 Cash purchase price paid by the institutional investor for the Note

Expected closing date August 26, 2026 Expected closing of the transactions under the Securities Purchase Agreement

Key Terms

Securities Purchase Agreement, convertible promissory note, original issue discount, unsecured, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

convertible promissory note financial

"issue and sell an unsecured convertible promissory note in the original principal amount"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

original issue discount financial

"issued with an original issue discount of $320,000 and $10,000 of transaction expenses"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

unsecured financial

"issue and sell an unsecured convertible promissory note in the original principal amount"

Unsecured describes a loan, bond, or claim that is not backed by specific assets or collateral; if the borrower fails to pay, creditors must rely on the borrower’s general promise rather than seizing a pledged asset. For investors this usually means higher risk and potentially higher yield, because unsecured holders stand behind secured creditors in repayment priority—think of lending money to someone without a pledged item to repossess if they don’t pay.

incorporated by reference regulatory

"This Report on Form 6-K is hereby incorporated by reference into each"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing transaction did Xiao-I Corp (AIXI) announce in this Form 6-K?

Xiao-I Corp announced it entered into a Securities Purchase Agreement with an institutional investor to issue an unsecured convertible promissory note with an original principal amount of $4,330,000, to be purchased for $4,000,000 due to an original issue discount and transaction expenses.

What is the size and structure of Xiao-I Corp’s new convertible note (AIXI)?

The company agreed to issue an unsecured convertible promissory note with an original principal amount of $4,330,000. It includes a $320,000 original issue discount and $10,000 of transaction expenses, so the investor’s purchase price is $4,000,000.

When is the closing of Xiao-I Corp’s (AIXI) convertible note financing expected?

The closing of the transactions under the Securities Purchase Agreement is expected to occur on or about August 26, 2026, following satisfaction or waiver of the applicable closing conditions.

Is the new Xiao-I Corp (AIXI) Form 6-K incorporated into existing registration statements?

Yes. This Form 6-K is incorporated by reference into Xiao-I Corp’s registration statements on Form S-8 (File No. 333-286469) and Form F-3 (File No. 333-279306), making the disclosed information part of those registration statements.

Who is the counterparty to Xiao-I Corp’s (AIXI) Securities Purchase Agreement?

The Securities Purchase Agreement is between Xiao-I Corp and an institutional investor. The filing does not name the investor but identifies it as the purchaser of the unsecured convertible promissory note.

What documents related to Xiao-I Corp’s (AIXI) financing are attached to the Form 6-K?

The Form 6-K furnishes as exhibits the form of Convertible Promissory Note (Exhibit 4.1) and the form of Securities Purchase Agreement (Exhibit 10.1), which contain the detailed terms of the financing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/26/2026 - 02:26 PM EDT Accepted by SEC EDGAR 08/26/2026 - 02:25 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2026

Commission File Number 001-41631

Xiao-I Corporation

(Translation of registrant’s name into English)

Room 501, No. 363, Lane 1555

Jinshajiang West, Jiading District

Shanghai, China 201803

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry into Securities Purchase Agreement and Closing

On August 26, 2026, Xiao-I Corporation (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with an institutional investor, pursuant to which the Company agreed to issue and sell an unsecured convertible promissory note in the original principal amount of $4,330,000 (the “Note”). Pursuant to the SPA, the Note would be issued with an original issue discount of $320,000 and $10,000 of transaction expenses, resulting in a purchase price of $4,000,000 for the Note. The closing of the transactions contemplated by the SPA is expected to occur on or about August 26, 2026, following the satisfaction or waiver of the applicable closing conditions.

The Company is furnishing this Report on Form 6-K to report the entry into the SPA and the closing of the transactions contemplated thereby, and to furnish copies of the related transaction documents as exhibits hereto.

The foregoing description of the SPA and the related transaction documents does not purport to be complete and is qualified in its entirety by reference to the full text of such documents furnished as exhibits to this Report on Form 6-K.

 Incorporation by Reference

This Report on Form 6-K is hereby incorporated by reference into each of the Registrant’s Registration Statements on Form S-8 (File No. 333-286469) and Form F-3 (File No.  333-279306), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Convertible Promissory Note
10.1		Form of Securities Purchase Agreement

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 26, 2026	Xiao-I Corporation
	By:	/s/ Mingqu Lin
		Name:	Mingqu Lin
		Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 145.0 KB

Other Documents

• EX-4.1 FORM OF CONVERTIBLE PROMISSORY NOTE 54.2 KB