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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): May 12, 2026
AIxCrypto
Holdings, Inc.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 1990
E. Grand Ave. |
|
|
| El
Segundo, California |
|
90245 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (760) 452-8111
5857
Owens Avenue, Suite 300
Carlsbad,
California 92008
(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 |
|
AIXC |
|
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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
May 12, 2026, the AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement
(the “Note Purchase Agreement”) with CABG ACQUISITION CORP. (“Buyer”), pursuant to which the Company agreed to
sell, assign, and transfer to the Buyer, all of the Company’s right, title, and interest in the Note Package (as such term is defined
in the Note Purchase Agreement), which includes (a) that certain Amended and Restated Secured Demand Promissory Note dated August 21,
2025, as amended by Amendment No. 1 dated September 15, 2025 and Amendment No. 2 dated October 2, 2025 (collectively, the “Note”),
made by Marizyme, Inc., a Nevada corporation (“Marizyme”), in favor of the Company, in the outstanding principal amount of
approximately $4,771,142, together with accrued and unpaid interest thereon at the rate of eighteen percent (18%) per annum (the Note,
together with all accrued and unpaid interest and all other amounts due thereunder, the “Note Obligations”); (b) that certain
Co-Development Note dated April 11, 2024, by and between Marizyme and the Company (as successor to Qualigen Therapeutics, Inc.), as amended
by Amendment No. 1 to Co-Development Note dated August 6, 2024, providing for a funding amount of $1,750,000 and an Investment Return
payable to the Company based on the commercial success of the DuraGraft product, together with all rights of Company thereunder (the
“Co-Development Note”); (c) that certain Security Agreement dated August 20, 2025, by and between Marizyme, as debtor, and
the Company, as secured party (the “Security Agreement”), granting the Company a security interest in substantially all assets
of Marizyme (the “Collateral”); (d) all UCC financing statements filed in connection with the Security Agreement; (e) any
and all rights of the Company as a secured creditor of Marizyme with respect to the Collateral; and (f) all rights to collect, enforce,
or receive payment of the Note Obligations and any amounts due under the Co-Development Note.
The
total consideration for the sale of the Note Package under the Note Purchase Agreement includes, amongst others, a cash consideration
of $100,000 pursuant to Article 3.1 of the Note Purchase Agreement, royalty payments equal to ten percent (10%) of Net Revenue (as such
term is defined in the Note Purchase Agreement) on all cumulative Net Revenue exceeding $20,000,000 pursuant to Article 3.2 of the Note
Purchase Agreement, and a commitment by Buyer to acquire and commercialize, or cause another entity organized by Buyer to acquire and
commercialize, the assets of Marizyme, and to issue to the Company a membership interest equal to 4.99% of the outstanding membership
interests in the Buyer. Additionally, the Company will have a customary preemptive right, in the event the Buyer proposes to issue any
new membership interests other equity securities, and the Company will also have customary registration rights with respect to the membership
interest of the Buyer acquired by the Company, in the event that the Buyer or any successor entity converts to a corporation or otherwise
becomes subject to the Securities Act of 1933, as amended, in connection with a public offering or otherwise.
The
closing of the transactions contemplated under the Note Purchase Agreement shall occur on such date as the parties may mutually agree
in writing (the “Closing Date”), and shall be effective as of the Closing Date. If the closing has not occurred on or before
90 days from execution, either party may terminate the Note Purchase Agreement upon written notice to the other without further liability,
provided the terminating party is not then in material breach of its obligations.
The
foregoing descriptions of the Note Purchase Agreement do not purport to be complete and are qualified in its entirety by reference to
the full text of the Note Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
|
| 10.1 |
|
NOTE PURCHASE AGREEMENT, dated May 12, 2026, by and between AIxCRYPTO HOLDINGS, INC. and CABG ACQUISITION CORP. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| |
AIxCrypto
Holdings, Inc. |
| |
|
| Date:
May 14, 2026 |
By: |
/s/
Koti Meka |
| |
Name: |
Koti
Meka |
| |
Title: |
Chief
Financial Officer |
