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Xiao-I Corporation has changed its independent auditor, dismissing Assentsure PAC and appointing CHI-LLTC as its independent registered public accounting firm, effective April 13, 2026. The change was made after a careful evaluation process and was approved by the audit committee of the board.
The company states that this decision was not due to any disagreement with Assentsure on accounting principles, financial statement disclosures, or audit procedures. Assentsure’s audit reports on the consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 contained no adverse opinions or disclaimers and were not qualified or modified.
The only "reportable events" referenced are material weaknesses previously reported by management in the Form 20-F for the year ended December 31, 2024, filed on May 15, 2025. Xiao-I has provided Assentsure with these disclosures, and Assentsure’s response letter is included as Exhibit 16.1.
Xiao-I Corporation entered into a Securities Purchase Agreement with an institutional investor and completed an initial closing. The company issued an unsecured convertible promissory note with an original principal amount of $3.25 million and 8,503,369 ordinary shares as pre-delivery shares. Due to a $240,000 original issue discount and certain transaction expenses, the purchase price for the note was $3.0 million. The agreement also allows for up to two additional unsecured convertible promissory notes, each with an original principal amount of $270,000, subject to stated conditions. This report is also incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.
Xiao-I Corp ownership update: Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife filed an Amendment No. 2 to Schedule 13G/A reporting that they directly or indirectly beneficially own 0 shares of Ordinary Shares, representing 0% of the class as of 04/13/2026.
Xiao-I Corporation reports that the Supreme People’s Court of the People’s Republic of China has issued a final ruling in its variable interest entity’s patent dispute with Apple. On March 27, 2026, the Court rejected Apple’s appeal seeking to invalidate the core AI patents underlying Xiao-I’s infringement claims, affirming the legality and validity of these patents in full. This judgment is final and binding under PRC law, with no further appeal on patent validity. The underlying patent infringement lawsuit against Apple continues, and the Company cautions there is no guarantee it will receive any financial compensation from the case.
Streeterville Capital LLC and related parties report beneficial ownership of 3,191,708 Xiao-I Corp ordinary shares, representing 9.99% of the class. The stake is held through a Convertible Promissory Note that contractually caps Streeterville’s ownership at 9.99% of Xiao-I’s outstanding ordinary shares.
The filing states this 9.99% interest is based on 31,949,038 shares outstanding as of December 31, 2024, as reported in Xiao-I’s Form 20-F. Streeterville Management LLC, as manager of Streeterville, and John M. Fife, as sole member of Streeterville Management, each report indirect beneficial ownership of the same shares.
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Xiao-I Corp, consistent with a passive Schedule 13G filing.
Xiao-I Corporation reported major leadership changes. On January 16, 2026, Hui Yuan resigned as Chairman, CEO, and member of key board committees, and Wei Weng resigned as CFO. The company states these resignations were not due to any disagreement with management, the board, or company policies.
Effective January 19, 2026, the board appointed Yunlin Yu as Chairman and independent director, Mingqu Lin as CEO, and Yiyang Shen as CFO. Yu will receive annual director compensation of RMB 300,000, Lin RMB 330,000, and Shen RMB 114,286, each paid in equal monthly installments.
The company entered into a director agreement with Yu and employment agreements with Lin and Shen, along with indemnification agreements for each, providing protection against certain liabilities arising from their board or officer roles, with expense advancement and change-of-control protections.
Xiao-I Corporation reported a change in its board leadership and committee membership. On December 30, 2025, Jun Xu resigned from the Board of Directors and from the Audit, Compensation, and Nominating and Corporate Governance Committees, with the company stating his departure did not result from any disagreement over operations, policies, or practices.
The Board appointed Binbin Zhang as an independent director and as a member of the same three committees, effective January 1, 2026. Under a Director Agreement, he will serve as a director from January 1, 2026 and receive annual compensation of RMB 300,000, paid in equal monthly installments. An Indemnification Agreement provides that the company will indemnify him to the fullest extent permitted by law and advance certain expenses related to proceedings arising from his service as a director. The Board determined that he is independent under Nasdaq and SEC rules.
Xiao-I Corporation (AIXI) has entered into two Securities Purchase Agreements with institutional investors to issue unsecured 12-month convertible promissory notes with an aggregate face value of $6.128 million and gross cash proceeds of $5.610 million. The $0.518 million original-issue discount (OID) will be added to principal 30 days after the purchase date, increasing the outstanding balance subject to conversion.
The notes bear 6% annual interest (rising to 18% upon default) and are convertible into American Depositary Shares (ADSs) at the lower of (i) a fixed $3.04428 or (ii) 85% of the lowest 10-day VWAP, less a $0.05 per-ADS fee, creating material dilution potential. Each ADS represents three ordinary shares.
Key protections & risks:
- Investors may not exceed 9.99% / 4.99% beneficial ownership caps, limiting single-holder control.
- Prepayment is allowed at 101% of outstanding balance within 30 days, 110% thereafter; prepayment barred during default.
- A broad list of “Trigger Events” can increase principal by 10-15% and escalate interest to 18%, highlighting covenant-breach risk.
- No placement agent was used; conversion shares are covered by an effective F-3 shelf (File No. 333-279306).
Overall, the transaction supplies short-term liquidity but introduces near-term dilution at a potentially steep discount and embeds punitive default mechanics.
Xiao-I Corporation (Nasdaq: AIXI) has filed a Rule 424(b)(5) prospectus supplement covering up to US$6.128 million of American Depositary Shares (ADSs) that may be issued upon conversion of two privately-placed convertible promissory notes maturing on 19 June 2026. The notes were sold to two institutional investors under separate Securities Purchase Agreements dated 18 June 2025. Each ADS represents three ordinary shares, par value US$0.00005. The notes are initially debt instruments but will convert into equity at the investors’ option, creating potential dilution for existing shareholders.
The filing states that the company’s public float is approximately US$45.7 million, calculated from 36,353,875 ordinary shares held by non-affiliates and a May 13 2025 ADS closing price of US$3.77. Because the float is below US$75 million, Xiao-I is subject to Form F-3 Instruction I.B.5, which limits primary offerings to one-third of public float in any 12-month period; management confirms that the cumulative securities sold in the past year, including this note issuance, remain below that threshold, preserving additional capital-raising capacity.
Xiao-I is an “emerging growth company” and a Cayman Islands holding company whose operations are conducted in the People’s Republic of China through a variable interest entity (VIE), Shanghai Xiao-i Robot Technology Co., Ltd. U.S. GAAP consolidation is achieved via contractual agreements, yet investors purchase equity only in the Cayman parent. The filing reiterates that Chinese regulators could disallow the VIE structure, potentially rendering the ADSs valueless, and notes the VIE agreements have not been tested in court.
Extensive disclosure highlights restrictions on cash transfers, dividend payments, and foreign-exchange conversion. Dividends from the PRC operating entities can be paid to the Cayman parent only after meeting statutory reserve requirements and SAFE procedures. Currency controls, potential tightening of capital regulations, and unregistered shareholder transactions under SAFE Circular 37 all present additional hurdles. Management indicates no near-term intent to pay dividends and plans to retain earnings for growth.
Cash-management policies require multi-level approvals for inter-company transfers. While a new capital account with Bank of Ningbo has been opened, future regulatory changes or bank policy shifts could impede the movement of overseas proceeds into China. The prospectus therefore frames the offering as a financing tool for working capital and expansion, while cautioning investors about significant structural, regulatory, and dilution risks.