Convertible note funds Xiao-I (NASDAQ: AIXI) with $2M and 325K ADSs

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

Xiao-I secures $2M via discounted convertible note and ADS issuance.

Xiao-I Corporation is raising financing through an unsecured convertible promissory note with a $2,170,000 principal amount sold for $2,000,000, reflecting an original issue discount of $160,000 plus $10,000 in expenses. The deal also includes 325,000 ADSs issued as pre-delivery shares to the institutional investor.

The structure combines debt and potential equity through convertibility and ADS issuance, which may affect future capitalization depending on conversion terms and share price performance, though those details are not described here. Being unsecured, the note ranks behind secured debt but still represents a fixed claim on the company.

The transaction is expected to close on or about June 30, 2026, subject to closing conditions. The report is incorporated by reference into the company’s Form S-8 and Form F-3, which helps ensure this financing fits within existing registered frameworks; subsequent disclosures may provide additional terms or any follow-on use of related registration capacity.

Key Figures

Convertible note principal: $2,170,000 Original issue discount: $160,000 Transaction expenses: $10,000 +3 more

6 metrics

Convertible note principal $2,170,000 Original principal amount of unsecured convertible promissory note

Original issue discount $160,000 Discount applied to the note under the SPA

Transaction expenses $10,000 Specified transaction expenses under the SPA

Purchase price for note $2,000,000 Cash purchase price paid by institutional investor

Pre-delivery ADSs 325,000 ADSs ADSs issued as pre-delivery shares with the note financing

Closing expectation date June 30, 2026 Expected closing date for SPA transactions

Key Terms

Securities Purchase Agreement, convertible promissory note, original issue discount, pre-delivery shares, +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

"the Note would be issued with an original issue discount of $160,000"

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.

pre-delivery shares financial

"and to issue 325,000 ADSs as pre-delivery shares"

incorporated by reference regulatory

"This Report on Form 6-K is hereby incorporated by reference into each of the Registrant’s Registration Statements"

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

Available on EDGAR 06/30/2026 - 02:36 PM Accepted by SEC EDGAR 06/30/2026 - 02:35 PM 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 June 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 June 29, 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 $2,170,000 (the “Note”) and to issue 325,000 ADSs as pre-delivery shares. Pursuant to the SPA, the Note would be issued with an original issue discount of $160,000 and $10,000 of transaction expenses, resulting in a purchase price of $2,000,000 for the Note. The closing of the transactions contemplated by the SPA is expected to occur on or about June 30, 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: June 30, 2026	Xiao-I Corporation
	By:	/s/ Mingqu Lin
		Name:	Mingqu Lin
		Title:	Chief Executive Officer

2

FAQ

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

Xiao-I Corporation agreed to issue an unsecured convertible promissory note with a $2,170,000 principal amount and 325,000 ADSs as pre-delivery shares, providing $2,000,000 in purchase proceeds before fees and discounts.

How much cash will Xiao-I Corporation receive from the new convertible note?

The note’s principal is $2,170,000, but it is sold with a $160,000 original issue discount and $10,000 of transaction expenses, resulting in a $2,000,000 purchase price paid to the company by the institutional investor.

What additional securities are issued alongside Xiao-I Corporation’s note?

Alongside the unsecured convertible promissory note, Xiao-I Corporation will issue 325,000 ADSs as pre-delivery shares to the institutional investor, adding an immediate equity component separate from any future conversions under the note.

When is the closing of Xiao-I Corporation’s convertible note transaction expected?

The closing of the transactions under the Securities Purchase Agreement is expected on or about June 30, 2026, after the satisfaction or waiver of applicable closing conditions between Xiao-I Corporation and the institutional investor.

How is this Form 6-K used in Xiao-I Corporation’s existing registrations?

This Form 6-K is incorporated by reference into Xiao-I Corporation’s Form S-8 and Form F-3 registration statements, meaning the disclosed information becomes part of those offerings unless later superseded by new filings or reports.

Who is the counterparty to Xiao-I Corporation’s Securities Purchase Agreement?

The Securities Purchase Agreement is between Xiao-I Corporation and an institutional investor. The filing does not name the investor but confirms its institutional nature and its role as buyer of the note and pre-delivery ADSs.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 144.6 KB

Other Documents

• EX-4.1 FORM OF CONVERTIBLE PROMISSORY NOTE 58.1 KB