Core AI Holdings, Inc. SEC Filings

Core AI Holdings, Inc. established an at-the-market equity program, entering into a Market Issuance Sales Agreement with D. Boral Capital LLC to sell common shares with an aggregate offering price of up to $3,539,021. These shares may be offered from time to time under the company’s effective shelf registration statement on Form F-3.

D. Boral will act as sales agent or principal and receive a 2.0% commission on gross proceeds from any common shares sold, plus reimbursement of specified expenses. The agreement includes customary representations, covenants, indemnification provisions, and can be terminated by either party in accordance with its terms.

Core AI Holdings, Inc. is establishing an at-the-market equity program under which it may sell up to $3,539,021 of common shares through D. Boral Capital LLC as sales agent. D. Boral will receive a 2.0% commission on gross sales, and sales will occur on Nasdaq under the symbol CHAI. Based on a reference price of $0.33 per share, the company illustrates potential issuance of up to 12,084,592 shares, which would bring total shares outstanding to 37,951,438, causing dilution for existing holders.

The company intends to use net proceeds primarily to advance its artificial intelligence technology and infrastructure initiatives, including AI-driven mobile gaming and planned high-performance computing and AI data centers, as well as for working capital and general corporate purposes. Core AI recently divested its legacy Siyata push-to-talk business for $100,000 upfront plus three annual earn-out payments and previously raised about $5.4 million in a June 2026 registered direct offering.

Nasdaq has notified Core AI that its shares failed to meet the $1.00 minimum bid price requirement over a 30-day period, triggering a 180-day grace period through January 27, 2027 to regain compliance. Failure to do so could lead to delisting, which the company flags as a key risk alongside potential dilution and share price pressure from this and future equity issuances.

Core AI Holdings, Inc. reports strong operational execution across its AI product portfolio, data intelligence initiatives and digital distribution platform in the first half of 2026. One casual gaming product achieved approximately 185% of its stage-based operating objective and reached a key milestone about 130 days ahead of schedule.

Across the broader casual gaming portfolio, new user acquisition increased roughly 205% from the first to the second quarter of 2026, while advertising deployment grew about 210%. Core AI also introduced automated monthly operating reports with management estimating greater than 95% reporting accuracy, and continues developing a proprietary data intelligence platform and human-in-the-loop advertising agent to support data-driven capital allocation. Through Core Gaming, it has generated more than 800 million downloads and built a community of over 40 million players in more than 140 countries.

Core AI Holdings, Inc. disclosed that on July 31, 2026 it received a notification letter from Nasdaq stating that its common shares are not in compliance with the exchange’s minimum bid price requirement for continued listing. Under Nasdaq Listing Rule 5450(a)(1), listed securities must maintain a minimum closing bid price of $1.00 per share, and failure to meet this level for 30 consecutive trading days constitutes a compliance deficiency.

In line with Nasdaq Listing Rule 5810(c)(3)(A), Core AI has 180 calendar days from the notification date, until January 27, 2027, to regain compliance, and its common shares will continue to trade on the Nasdaq Capital Markets during this Initial Compliance Period. Compliance will be restored if the closing bid price is at least $1.00 per share for a minimum of ten consecutive trading days within this window. The company may be eligible for an additional 180-day compliance period, subject to meeting other Nasdaq Capital Market listing standards and potentially curing the deficiency through a reverse stock split. If the deficiency is not cured, Core AI’s shares could be subject to delisting, including a Staff Delisting Determination if the bid price is $0.10 or less for ten consecutive trading days. Core AI states that the notification does not affect its business operations, strategic initiatives, or the current listing and trading of its common shares, and it intends to monitor the bid price and consider options to regain compliance.

Core AI Holdings, Inc. announced the formation of Z Studio, a dedicated business unit focused on developing, launching and operating AI-powered consumer applications across multiple vertical markets. The new studio centralizes product strategy, applied AI, engineering, user acquisition, monetization and global operations to accelerate product development and commercialization.

According to the company, Z Studio currently includes 16 product development and collaboration teams supporting 129 internal prototype builds, with 27 prototype applications recently advancing to live market-validation campaigns with paid user acquisition; these figures reflect development activity only. Management positions Z Studio as an additional long-term growth platform alongside Core AI’s AI infrastructure and Core Gaming businesses, which have generated more than 800 million downloads and a community of over 40 million players across more than 140 countries.

Core AI Holdings, Inc. announced an expansion of its strategic partnership with TikTok to strengthen a global, AI-driven distribution infrastructure for consumer applications. TikTok has become a major channel for demand generation and player acquisition across the company’s mobile game and utility app portfolio.

Over the past three months, user acquisition for a representative casual-game portfolio increased approximately fourfold, a second major traffic source rose to about 2.5 times prior levels, and selected utility apps experienced roughly threefold growth in emerging international channels. Core AI’s subsidiary, a 2024 recipient of TikTok’s Official Innovation and Growth Award, has built an operating framework that unifies TikTok account management, API connectivity, creative production, campaign optimization, data integration and automated ad operations within a broader multi-platform network including Pangle, Google, Meta, Unity, AppLovin, Mintegral and Kwai. AI-assisted workflows support creative development and distribution efficiency, and consumer products such as HomeGPT, AI COMIC and LikeMusic.ai can leverage the same infrastructure.

Core AI Holdings, Inc. announced that it is advancing the strategic positioning of HomeGPT from a pure visualization tool into an AI-powered residential decision layer that supports planning, renovation and home-purchasing decisions. HomeGPT applies multimodal generative AI, spatial understanding, image editing, layout generation and AI video to turn a single home photo into a full design experience.

The company highlights housing-market pressures such as elevated 6.55% mortgage rates, lower single-family permits and extended homeowner decision cycles, positioning HomeGPT to reduce miscommunication, budgeting errors and purchasing mistakes. Potential monetization includes consumer subscriptions and credits, high-resolution exports, AI video walkthroughs, professional collaboration tools and, over time, commerce-oriented recommendations. The mobile app is available on the Apple App Store and Google Play, and the company notes that these plans involve forward-looking statements subject to risks described in its Form 20-F.

Core AI Holdings, Inc. executive Gordashnikov Arie, the company’s Chief Financial Officer, filed an initial ownership report indicating that he beneficially owns 0.0000 Common Shares directly as of 2026-07-01. The filing lists only this holding entry and no buy or sell transactions.

Core AI Holdings, Inc. reports a leadership transition in its finance function. Effective June 30, 2026, Gerald Bernstein stepped down as Chief Financial Officer. The company appointed Arie Goor, CPA, MBA, as its new CFO, effective July 1, 2026, bringing more than 15 years of executive financial experience across biotech, medical device, and technology sectors.

Core AI entered into an agreement with Shimony Financial Services, where Mr. Goor leads the IPO and M&A Department. Under this agreement, the company will pay Shimony US$9,000 per month for Mr. Goor’s services, subject to reevaluation in 2027, and either party may terminate with 30 days’ written notice.