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 2025
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 ☐
Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On June 18, 2025, Xiao-I Corporation, a Cayman Islands exempted company
with limited liability (the “Company”), entered into two securities purchase agreements (each, a “SPA”) with two
institutional investors (the “Investor”) to issue and sell two convertible promissory notes with the aggregate principal amount
of $6,128,000 (collectively, the “Notes”), including the initial aggregate principal amount of $5,610,000 and an additional
original issue discount in the aggregate amount of $518,000 to be added to the principal amount on the 30-day anniversary of the Purchase
Price Date (as defined in the applicable Note). The Notes were sold to the Investors with an Original Issue Discount and are convertible
into the Company’s ordinary shares in the form of American Depositary Shares (“Conversion Shares”). Each ADS represents
three ordinary shares.
The Notes were sold to the Investors in reliance upon an exemption
from securities registration afforded by the Securities Act of 1933, as amended (the “Securities Act”) and the Company received
gross proceeds of $5,610,000. The Conversion Shares were offered through a prospectus supplement pursuant to the Company’s effective
shelf registration statement on Form F-3, as amended (SEC File No. 333-279306) (which was initially filed with the U.S. Securities and
Exchange Commission on May 10, 2024, and declared effective on May 20, 2024), and the base prospectus therein. Such prospectus supplement
pursuant to Rule 424(b)(5) of the Securities Act relating to and describing the terms of this offering has been filed with the U.S. Securities
and Exchange Commission (“SEC”) on June 18, 2025. Copies of such prospectus supplement and accompanying prospectus may be
obtained at the SEC’s website www.sec.gov. On June 20, 2025, the offering of the Notes was consummated.
The Note
Conversion at Option of Holder
Each Note will mature 12 months after the Purchase Price Date (as defined
in the applicable Note) and will be convertible into the Company’s ADSs at a conversion price equal to the lower of (i) $3.04428 (the
“Fixed Price”) or (ii) 85% multiplied by the lowest daily volume-weighted average price of the ADSs during the ten trading
days preceding a conversion (the “Market Price”). The conversion price will be further reduced by $0.05 per ADS to cover any
receipt issuance fees incurred by the holder in connection with any conversion (the “Conversion Price”).
An Investor may convert all, or any part, of the
outstanding principal of the Note, together with accrued and unpaid interest, any make-whole amount and any late charges thereon, at any
time, at the Investor’s option, into Conversion Shares as per the following conversion formula: the number of Conversion Shares
equals the amount of the outstanding balance being converted (the “Conversion Amount”) divided by the Conversion Price (subject
to pro rata adjustment for any stock split, stock dividend, stock combination and/or similar transactions).
Interest Rate
Each Note will bear interest at a rate of 6% per annum, which will
increase to 18% upon the occurrence and during the continuance of an event of default and upon written notice from the Investor. Each
Note represents a general obligation of the Company and ranks pari passu with other obligations.
Security
The Note is unsecured.
Prepayment
We may prepay the Notes by providing the Investor ten-trading-days’
advance written notice. Any prepayment will be equal to 101% of the Outstanding Balance (as defined in the Note) if such prepayment is
made on or prior to the date that is thirty (30) days from June 20, 2025 and 110% of the Outstanding Balance if such prepayment is made
thereafter. We will not be obligated to pay a prepayment premium if the outstanding balance is less than $100,000.00. We may not prepay
the Note if an event of default has occurred.
Trigger Events & Events of Default
Each Note enumerates a number of events (referred
to as “Trigger Events”) which include, but are not limited to, (a) failure to pay principal, interest or fees when due; (b)
appointment of a receiver or similar official over the Company’s assets without resolution within the specified timeframe; (c) insolvency
or inability to pay debts of the Company; (d) the Company’s general assignment of assets for creditors; (e) occurrence of a voluntary
bankruptcy proceeding by the Company; (f) occurrence of an involuntary bankruptcy proceeding against the Company; (g) failure to perform
any covenant agreed under the applicable SPA; (h) entering into a Fundamental Transaction (as defined in the Note) without the applicable
Investor’s consent while such Note is outstanding; (i) failure by the Company to maintain an effective registration statement covering
Conversion Shares until the six-month anniversary of the Note; (j) failure to deliver any Conversion Shares within the time specified
in such Note; (k) the Company’s breach of any covenant or obligation under the Transaction Documents (as defined in the SPA); (l)
material misrepresentation in the warranties or statements of the Company; (m) reverse stock splits with respect to the ADSs without proper
notice; (n) a court renders a money judgment against the Company of $100,000.00 or more that remains uncontested or unvacated; or (o)
breaches of Other Agreements (as defined in the applicable Note) by us or related parties. Upon the occurrence of a Trigger Event,
the applicable Investor may at its option, apply a trigger effect which increases the outstanding balance of the Note by an amount equal
to 10% for any “Minor Trigger Event” and 15% for any “Major Trigger Event” (as defined in the Note). Additionally,
such Investor may at its option, send a written request to the Company requiring a cure of such Trigger Event. In the event that we fail
to cure the Trigger Event within ten days, the Trigger Event will automatically convert into an event of default (the “Event of
Default”). Upon the occurrence of an Event of Default the applicable Investor may accelerate the Outstanding Balance of the Note
and Default Interest (as defined in the Note) equal to 18% per annum will apply.
Ranking
Each Note is a general obligation of the Company
and ranks pari passu with other obligations.
Beneficial Ownership Limitation
As further described in the respective Notes, no Investor may beneficially
own, as a result of a conversion or otherwise, more than a specified percentage of our outstanding ADSs on any given date—9.99%
in the case of one Investor and 4.99% in the case of another (each, a “Beneficial Ownership Limit”). The applicable Beneficial
Ownership Limit is non-waivable and shall apply to all affiliates and assigns of the Investors.
There was no placement agent for the sale of the
Notes or in connection with the offering of Conversion Shares.
Copies of the forms of the Notes, the SPA, and the legal opinions delivered in connection with the closing of the transaction are attached
hereto as exhibits and are incorporated herein by reference. The foregoing description of the SPAs and Notes is a summary of the material
terms of such agreements, does not purport to be complete, and is qualified in its entirety by reference to the SPAs and the Notes.
INCORPORATION BY REFERENCE
Exhibits 4.1, 5.1, 5.2, and 10.1 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Xiao-I Corporation, as amended (SEC
File No. 333-279306), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents
or reports subsequently filed or furnished.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of Convertible Promissory Note issued to Investors, dated as of June 20, 2025 |
| 5.1 |
|
Opinion of Jingtian & Gongcheng |
| 5.2 |
|
Opinion of Conyers Dill & Pearman |
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of June 18, 2025 between the Company and each Investor. |
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 20, 2025 |
Xiao-I Corporation |
| |
|
| |
By: |
/s/ Hui Yuan |
| |
|
Name: |
Hui Yuan |
| |
|
Title: |
Chief Executive Officer |
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