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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) June 10, 2026 (June 10, 2026)
AI
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-19621 |
|
41-1454591 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8548
Rozita Lee Avenue, Suite 305
Las
Vegas, NV |
|
89113 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code 800-400-2247
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
stock (par value $0.001 per share) |
|
AIFC |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure.
In
a press release dated June 10, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report, AI Financial Corporation (the
“Company,” “we,” and “our”) disclosed that the 3,321,690,994 WLFI tokens1 that it holds
can provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it
to stake in connection with the WLF Protocol, and for it to use in a lending transaction.2 Further, these tokens are expected
to become fully transferable on August 12, 2026, pursuant to the original terms governing such holdings. The Company’s other 3,583,585,650
WLFI tokens remain subject to a 12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable
on August 12, 2026, pursuant to the original terms governing such holdings.3
Based
on the current market value of the Company’s WLFI token holdings, the first portion represents in excess of US$180 million4
of digital assets available to support the Company’s strategic initiatives, liquidity requirements, and growth objectives.
Management
believes that the availability for use of a substantial portion of the Company’s WLFI token holdings materially strengthens the
Company’s liquidity profile and addresses a significant factor underlying the going concern disclosure contained in the Company’s
most recent Quarterly Report on Form 10-Q. Based on information currently available to management, the Company believes it possesses
sufficient liquidity and financial resources to fund its anticipated operations and satisfy its obligations for at least the next 12
months. Accordingly, management’s current belief is that the conditions that gave rise to the previously disclosed substantial
doubt regarding the Company’s ability to continue as a going concern have been substantially mitigated.
The
Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market
prices5, with more than US$180 million presently represented by available holdings.
| 1 | The
number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral
for the Company’s previously disclosed loan from WLFI, which tokens will be returned
to the Company at the time of repayment of principal and accrued interest. |
| | |
| 2 | Availability
is subject to the conditions in an ancillary agreement with WLFI, which are substantially
similar to the three criteria described above. |
| | |
| 3 | The
lapse in restrictions is also subject to the effectiveness of a registration statement to
provide for the resale of shares of the Company’s common stock that the Company issued
to WLFI at the closing of the August 2025 transaction, the shares of the Company’s
common stock underlying the pre-funded warrants that the Company granted to WLFI at that
closing, and the shares of our common stock underlying the “Lead Investor” warrants
that we granted to WLFI at that closing. |
| | |
| 4 | Based
on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m.
EDT on June 9, 2026. |
| | |
| 5 | Based
on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m.
EDT on June 9, 2026. |
The
information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1, is being furnished to the
U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by a specific reference in such filing.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 10, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| |
AI FINANCIAL CORPORATION |
| |
|
| Date:
June 10, 2026 |
By: |
/s/
Tony Isaac |
| |
|
Tony
Isaac |
| |
|
Chief
Executive Officer |
Exhibit 99.1
AI
Financial Provides Update on Removal of Going Concern, WLFI Holdings, and Financial Flexibility
WLFI
Holdings Valued at Approximately US$380 Million1
Company Continues to View WLFI as a Strategic Balance Sheet Asset
LAS
VEGAS – June 10, 2026 – AI Financial Corporation (NASDAQ: AIFC) (FRA: 5AR1) (“AiFi” or the “Company”),
a fintech company providing blockchain-powered payment, trading, and settlement infrastructure for digital assets, today announced enhancements
to the Company’s liquidity position.
In
its Current Report on Form 8-K filed today, the Company disclosed that 3,321,690,994 WLFI tokens2 held by the Company can
provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it to
stake in connection with the WLF Protocol, and for it to use in a lending transaction.3 Further, these tokens are expected
to become fully transferable on August 12, 2026, pursuant to the original terms governing such holdings. The Company’s other 3,583,585,650
WLFI tokens remain subject to a 12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable
on August 12, 2026, pursuant to the original terms governing such holdings.4
Based
on the current market value of the Company’s WLFI token holdings, the first portion represents in excess of US$180 million5
of digital assets available to support the Company’s strategic initiatives, liquidity requirements, and growth objectives.
Tony
Isaac, Chief Executive Officer of AI Financial Corporation, commented: “We believe it is important to provide our stockholders
with transparency regarding the strength and liquidity of our balance sheet. Approximately half of our WLFI holdings are currently available
for our use, which provides the Company with significant financial flexibility and strategic alternatives. Importantly, availability
for use should not be interpreted as an intention by the Company to sell these holdings. We continue to view our WLFI tokens as a strategic
balance sheet asset and remain committed to preserving our long-term exposure to their potential value creation.”
Isaac
continued, “As previously disclosed, the Company may choose to leverage its digital asset holdings in a variety of ways, including
as collateral for financing, to support strategic initiatives, or through other capital-efficient structures designed to enhance stockholder
value, while maintaining ownership exposure. We remain committed to a disciplined capital allocation strategy focused on maximizing long-term
stockholder returns, while supporting the continued growth of our operating businesses and strategic initiatives.”
Management
believes that the availability for use of a substantial portion of the Company’s WLFI token holdings materially strengthens the
Company’s liquidity profile and addresses a significant factor underlying the going concern disclosure contained in the Company’s
most recent Quarterly Report on Form 10-Q. Based on information currently available to management, the Company believes it possesses
sufficient liquidity and financial resources to fund its anticipated operations and satisfy its obligations for at least the next 12
months. Accordingly, management’s current belief is that the conditions that gave rise to the previously disclosed substantial
doubt regarding the Company’s ability to continue as a going concern have been substantially mitigated.
The
Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market
prices, with more than US$180 million presently represented by available holdings.
| 1 | Based
on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m.
EDT on June 9, 2026. |
| | |
| 2 | The
number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral
for the Company’s previously disclosed loan from WLFI, which tokens will be returned
to the Company at the time of repayment of principal and accrued interest. |
| | |
| 3 | Availability
is subject to the conditions in an ancillary agreement with WLFI, which are substantially
similar to the three criteria described above. |
| | |
| 4 | The
lapse in restrictions is also subject to the effectiveness of a registration statement to
provide for the resale of shares of the Company’s common stock that the Company issued
to WLFI at the closing of the August 2025 transaction, the shares of the Company’s
common stock underlying the pre-funded warrants that the Company granted to WLFI at that
closing, and the shares of our common stock underlying the “Lead Investor” warrants
that we granted to WLFI at that closing. |
| | |
| 5 | Based
on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m.
EDT on June 9, 2026. |
About
AI Financial Corporation
AI
Financial Corporation (NASDAQ: AIFC)(FRA: 5AR1) is a fintech company providing global payments, trading, and settlement infrastructure
for digital assets, including solutions that support crypto-to-fiat and fiat-to-crypto transactions. Built on infrastructure that has
processed more than $8 billion in cumulative transaction volume since inception, AiFi serves institutional and enterprise clients across
the evolving digital financial ecosystem. The Company is focused on expanding its platform capabilities to support emerging forms of
financial activity, including tokenization, software-driven financial systems, and AI-enabled applications and autonomous transaction
infrastructure.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995 and other applicable securities laws. Forward-looking statements generally relate to future events or the Company’s future
financial or operating performance and may include statements regarding the Company’s WLFI token holdings, the expected transferability
of such holdings, the potential use of WLFI tokens as collateral, for staking or in lending-related arrangements, the Company’s
liquidity position and financial flexibility, the Company’s ability to fund anticipated operations and satisfy obligations for
at least the next 12 months, the Company’s assessment of conditions related to its previously disclosed going concern disclosure,
the Company’s strategic direction, and potential future initiatives.
In
some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”
“estimate,” “potential,” “continue,” or the negative of these terms or other comparable terminology.
These statements are based on management’s current expectations, assumptions, and beliefs, and are subject to a number of risks,
uncertainties, and other factors that could cause actual results to differ materially from those described in the forward-looking statements.
These
risks and uncertainties include, but are not limited to: volatility in the market price of WLFI tokens and other digital assets; limitations
on the transferability, pledgeability, staking, lending or other use of the Company’s WLFI token holdings; the availability and
terms of any financing or other liquidity arrangements involving WLFI tokens; risks related to digital asset custody, collateralization,
staking, lending, counterparty arrangements and protocol operations; the effectiveness of any registration statement or other conditions
related to the transferability of the Company’s WLFI token holdings; the availability of capital to support future development;
the Company’s ability to develop, acquire, or integrate new technologies; the Company’s ability to execute on its strategy
under its new corporate identity and ticker symbol; changes in market conditions; regulatory developments affecting the Company’s
business; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and subsequent filings.
Forward-looking
statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
Investor
Relations
Gateway Group, Inc.
Phone: +1 (949) 574-3860
Email: AIFC@gateway-grp.com
