false
0001460702
0001460702
2025-11-20
2025-11-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) November 20, 2025
AIxCrypto
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-37428 |
|
26-3474527 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 5857
Owens Avenue, Suite 300, Carlsbad, California 92008 |
| (Address
of principal executive offices)(Zip Code) |
Registrant’s
telephone number, including area code (760) 452-8111
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) |
|
QLGN |
|
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
7.01. Regulation FD
On
Thursday, November 20, 2025, AIxCrypto Holdings, Inc. (the “Company”) presented at Nasdaq headquarters to launch its new
name of AIxCrypto Holdings, Inc. and new trading symbol “AIXC”, as well as certain aspects of the Company’s new business
plan.
A
link to the presentation may be found at: https://youtu.be/WEWHZyR49MA
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such
filing.”
Item 8.01.
Other Events.
Also
on November 20, 2025, the Company issued a press release announcing the rebranding of the Company and its updated business plan. The
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Exhibit
Description |
| 99.1 |
|
Press Release dated November 20, 2025 |
| 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.
| Date: November 20, 2025 |
AIxCRYPTO HOLDINGS, INC. |
| |
|
| |
By: |
/s/
Kevin A. Richardson II |
| |
Name: |
Kevin A. Richardson II |
| |
Title: |
Co-Chief Executive Officer |
