Xiao-I Corp (AIXI) lines up $4M unsecured convertible note
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.
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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
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
