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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) November 17, 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
5.02. |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
Director
Appointments
On
November 17, 2025, the Nominating and Governance Committee (the “Committee”) of Qualigen Therapeutics, Inc. (the “Company”)
appointed Koti Meka as an Executive Director of the Company.
Mr.
Meka, age 55, serves as the Chief Financial Officer of both the Company and Faraday Future Intelligent Electric Inc., where he has managed
finance operations, led financial planning and analysis, and supported initiatives in process improvement, target setting, and cost reduction.
Previously, Mr. Meka spent 14 years at Ford Motor Company in various roles focused on cost optimization, product development finance,
and corporate finance. His experience also includes work as a Management Consultant at Accenture and as a Product & Application Engineer
at Detroit Diesel. Mr. Meka holds an MBA from the University of Michigan-Dearborn, an M.S. in Mechanical Engineering from Wayne State
University, and a B.Tech. in Mechanical Engineering from Jawaharlal Nehru Technological University, India.
Further,
on November 17, 2025, the Committee appointed Jie Sheng as Chairman of the Board of Directors (the “Board”) of the Company.
Mr.
Sheng, age 42, serves as the Head of Operations & Finance Director of FF Global Partners LLC. Previously, Mr. Sheng served as Deputy
Managing Director of China Aviation Fuel (Europe) Limited, a wholly-owned subsidiary of China Aviation Oil (Singapore) Corporation (“CAO”),
a Singapore Exchange-listed Company, which in turn is a majority-owned subsidiary of China National Aviation Fuel Group Corporation (“CNAF”),
a Fortune 500 company, the largest Chinese state-owned aviation fuel supplier which integrates the purchase, transportation, storage,
quality management, sales and into-plane service of aviation fuel in China.
There
are no compensation arrangements, plans, or agreements entered into between the Company and the newly appointed Board members of the
Company.
Committee
Appointments
Also,
on November 17, 2025, the Committee appointed Chad Chen as a member of the Board’s Audit Committee.
Mr.
Chen, age 42, serves as a board member of the Company and as a board member of Faraday Future Intelligent Electric Inc. Mr. Chen is a
partner with the law firm of Yoka | Smith, LLP (“Yoka Smith”), where he has practiced since 2012. He represents national
and multinational clients in both litigation and non-litigation matters. Mr. Chen’s litigation practice includes representing corporate
clients in commercial and business disputes, product liability defense, and class action defense. His non-litigation practice encompasses
contract management, counseling on business transactions and serving as outside general counsel in dealing with local, state, and federal
agencies, including the U.S. Department of the Treasury, the U.S. Department of Commerce, United States International Trade Commission,
and various tax authorities. Prior to joining Yoka Smith, Mr. Chen worked in-house at an alternative energy company and was an associate
with Collins + Collins, LLP (formerly Collins Collins, Muir + Stewart LLP). He received his Juris Doctor degree from Southwestern Law
School in Los Angeles, California and his Bachelor of Arts in Economics and Political Science from the University of California, Irvine.
Director
Resignations
Effective
November 17, 2025, Graydon Bensler and Braeden Lichti resigned as members of the Board. These resignations were not a result of any disagreements
with the Company on any matter relating to the Company’s operations, policies, or practices.
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 |
