Reverse ADS split at Xiao-I (NASDAQ: AIXI) shifts ADS ratio to 1-for-20

Rhea-AI Filing Summary

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.

Key Figures

Old ADS ratio: 1 ADS : 3 ordinary shares New ADS ratio: 1 ADS : 60 ordinary shares Effective marketplace date: May 11, 2026 +3 more

6 metrics

Old ADS ratio 1 ADS : 3 ordinary shares ADS representation before announced change

New ADS ratio 1 ADS : 60 ordinary shares ADS representation after announced change

Effective marketplace date May 11, 2026 ADSs begin trading on post-reverse split basis

Reverse ADS split effect 1-for-20 ADS Every 20 existing ADSs consolidated into 1 new ADS

New ADS CUSIP 98423X308 CUSIP for ADSs following reverse ADS split

ADS exchange agent Citibank, N.A. Depositary handling automatic ADS exchange

Key Terms

American Depositary Shares, reverse ADS split, Minimum Bid Requirement, deposit agreement, +1 more

5 terms

American Depositary Shares financial

"change the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

reverse ADS split financial

"same effect as a one-for-twenty reverse ADS split"

A reverse ADS split is a corporate action that combines multiple American Depositary Shares (ADS) into a smaller number of ADS, so each new ADS represents more underlying ordinary shares and the price per ADS rises proportionally. Think of merging several small coins into one bigger coin: your total value stays the same, but the share count and per‑share price change, which can affect trading liquidity, index inclusion, and investor perception of the stock.

Minimum Bid Requirement regulatory

"our ability to regain compliance with the Minimum Bid Requirement for continued listing on Nasdaq"

A minimum bid requirement is a rule that a stock’s price must meet or exceed a set floor for certain market actions — for example to remain listed on an exchange, qualify for a tender offer, or participate in a specific auction. It matters to investors because falling below that floor can trigger delisting, limit who can buy or sell the shares, or change the terms of a transaction; think of it like a store’s minimum purchase needed to access a special sale, which affects value and liquidity.

deposit agreement financial

"distributed to the applicable ADS holders in accordance with the terms of the deposit agreement"

A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

Commission File Number 001-41631

Xiao-I Corporation

(Translation of registrant’s name into English)

5/F, Building 2, No. 2570

Hechuan Road, Minhang District

Shanghai, China 201101

(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

Xiao-I Corporation (the “Company”) is furnishing this Report on Form 6-K to report the issuance of a press release announcing its plan to change the ratio of its American Depositary Shares (“ADS”) to its ordinary shares from one (1) ADS representing three (3) ordinary shares to one (1) ADS representing sixty (60) ordinary shares. For the Company’s ADS holders, the change in the ADS ratio will have the same effect as a one-for-twenty reverse ADS split.

The ordinary shares of the Company will not be affected by this change in the ADS ratio; no Shares will be issued or canceled in connection with the changes of the ADS ratio and holders of the Company’s Shares will be unaffected by the new exchange ratio for ADSs.

The Company’s ADS is expected to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “AIXI” on May 11, 2026 (the “Effective Date”). The new CUSIP number for the Company’s ADS post-Reverse Stock Split is 98423X308. The exchange of every 20 then-held ADSs for one (1) new ADS will occur automatically on the Effective Date, with the then-held ADSs being cancelled and new ADSs issued by Citibank, N.A., as depositary.

A copy of the press release is attached hereto as Exhibit 99.1. 

Forward-Looking Statements

Certain statements in this current report are forward-looking within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding our ability to regain compliance with the Minimum Bid Requirement for continued listing on Nasdaq and other statements that are not statements of historical fact, and may be identified by words such as “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to, the risks detailed in the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2025 and in subsequent filings with the SEC. Forward-looking statements contained in this current report are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

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
99.1		Press Release

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: May 7, 2026	Xiao-I Corporation
	By:	/s/ Mingqu Lin
		Name:	Mingqu Lin
		Title:	Chief Executive Officer

2

Exhibit 99.1 

Xiao-I Corporation Announces ADS Ratio Change with Marketplace Effective Date on May 11, 2026

Shanghai, China, May 6, 2026 – Xiao-I Corporation (Nasdaq: AIXI) (the “Company”) today announced that it will change the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares from one (1) ADS representing three (3) ordinary shares to one (1) ADS representing sixty (60) ordinary shares. For the Company’s ADS holders, the change in the ADS ratio will have the same effect as a one-for-twenty reverse ADS split.

The Company’s ADSs are expected to begin trading on The Nasdaq Stock Market on a post-reverse ADS split basis under the same ticker symbol, “AIXI,” effective at the open of business on May 11, 2026. The new CUSIP number for the Company’s ADSs following the reverse ADS split will be 98423X308.

The ordinary shares of the Company will not be affected by the change in the ADS ratio. No ordinary shares will be issued or cancelled in connection with the change in the ADS ratio, and holders of the Company’s ordinary shares will be unaffected by the new ADS ratio.

The exchange of every twenty (20) then-held ADSs for one (1) new ADS will occur automatically on the effective date, with the then-held ADSs being cancelled and new ADSs issued by Citibank, N.A., as depositary. No action is required by ADS holders to effect the exchange. Fractional new ADSs will not be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary, and the net cash proceeds from the sale, after deduction of applicable fees, taxes and expenses, will be distributed to the applicable ADS holders in accordance with the terms of the deposit agreement.

FAQ

What ADS ratio change did Xiao-I Corporation (AIXI) announce?

Xiao-I Corporation will change its ADS ratio from one ADS representing three ordinary shares to one ADS representing sixty ordinary shares. For ADS holders, this operates like a one-for-twenty reverse ADS split, consolidating twenty existing ADSs into one new ADS without affecting underlying ordinary shares.

When will Xiao-I (AIXI) ADSs start trading on a post-reverse split basis?

The Company’s ADSs are expected to begin trading on a post-reverse ADS split basis on The Nasdaq Stock Market on May 11, 2026. From that effective date, trading will reflect the new one ADS for sixty ordinary shares ratio under the same ticker symbol, AIXI.

Are Xiao-I Corporation’s ordinary shares affected by the ADS ratio change?

The ordinary shares are not affected by the ADS ratio change. No ordinary shares will be issued or cancelled, and holders of ordinary shares will be unaffected by the new ADS ratio. The adjustment only changes how many ordinary shares each Nasdaq-traded ADS represents.

Do Xiao-I (AIXI) ADS holders need to take any action for the reverse ADS split?

ADS holders do not need to take any action. On the effective date, every twenty then-held ADSs will automatically be exchanged for one new ADS, with old ADSs cancelled and new ones issued by Citibank, N.A., the depositary, under the updated ratio.

How will fractional Xiao-I ADSs be handled after the ratio change?

Fractional new ADSs will not be issued. Instead, fractional entitlements arising from the one-for-twenty reverse ADS split will be aggregated and sold by the depositary, and the net cash proceeds, after applicable fees, taxes and expenses, will be distributed to the relevant ADS holders.

Why does the Xiao-I 6-K mention Nasdaq’s Minimum Bid Requirement?

The 6-K includes forward-looking statements referencing the Company’s ability to regain compliance with Nasdaq’s Minimum Bid Requirement. This links the ADS ratio change to listing standards, while noting that outcomes depend on various risks described in the Company’s Form 20-F and later filings.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 3.2 KB