AIxCrypto Holdings, Inc. 8-K

What Happened

• On May 12, 2026, AIxCrypto Holdings, Inc. (the Company) entered into a Note Purchase Agreement with CABG Acquisition Corp. to sell the Company’s rights in a Marizyme note package. The package includes a secured promissory note with approximately $4,771,142 principal (plus accrued interest at 18% per annum), a $1,750,000 Co‑Development Note, the related security agreement (liens on substantially all Marizyme assets) and associated UCC filings. The agreement was reported in an 8‑K filed May 14, 2026.

Key Details

• Cash at closing: $100,000 payable to the Company (Article 3.1).
• Contingent consideration: 10% royalty on Net Revenue above $20,000,000 (Article 3.2).
• Equity: Buyer will issue the Company a membership interest equal to 4.99% of CABG Acquisition Corp.
• Buyer commitments and mechanics: Buyer commits to acquire and commercialize Marizyme assets (or cause an affiliate to do so); Company receives customary preemptive and registration rights. Closing must occur by mutual agreement, and either party may terminate if not closed within 90 days (subject to breach conditions).

Why It Matters

• The Company is monetizing its loan and security position in Marizyme for immediate cash plus contingent upside (royalties and a minority equity stake) instead of pursuing direct collection or enforcement.
• The immediate cash is modest ($100K) relative to the stated note principal (~$4.77M), so most value depends on future royalties and the Buyer’s success commercializing Marizyme’s assets.
• Investors should note the transfer includes the Company’s secured creditor rights and UCC filings, meaning collection/enforcement rights move to the Buyer upon closing, and the transaction’s economics are largely performance‑ contingent.