AIxCrypto Holdings, Inc. 8-K

What Happened

• AIxCrypto Holdings, Inc. (AIXC) announced on June 16, 2026 that it entered a Common Shares Purchase Agreement with Gold King Arthur Holding Limited for a private placement offering. Under the agreement the company may sell and issue up to the lesser of $50,000,000 in gross proceeds or 19.99% of the voting power of its common stock (the “Exchange Cap”), subject to adjustment and Nasdaq/shareholder approval rules. The securities are being issued in a private placement relying on Section 4(a)(2) and/or Rule 506(b) of Regulation D and are not registered under the Securities Act.

Key Details

• Purchaser: Gold King Arthur Holding Limited; Agreement date: June 16, 2026.
• Maximum: up to $50,000,000 aggregate gross purchase price or 19.99% of voting power (Exchange Cap).
• Purchase mechanics: Company can direct periodic “VWAP Purchases”; price = 93% of the lowest daily VWAP during the applicable three consecutive trading days. Purchaser retains a 3.0% draw fee (Company receives 97% of gross proceeds).
• Fees & registration: Company paid a non‑refundable $100,000 upfront fee. Company agreed to file an S-1 registration statement within 45 days and use commercially reasonable efforts to make it effective within 90 days (with standard extensions if under review). Shareholder approval is required before issuing shares above the Exchange Cap; the company must seek approval promptly and at least every 45 days until obtained.
• Termination: Agreement automatically terminates on the earliest of several events (e.g., 24 months after the Initial Registration Statement effective date, Purchaser purchases the Total Commitment, delisting, bankruptcy events), and the company may also terminate after commencement with 10 Trading Days’ notice.

Why It Matters

• This agreement provides AIXC with an on‑demand equity financing source (up to $50M) that can be used for the purposes described in the company’s prospectus, offering flexibility to raise capital over time.
• Potential dilution: issuance could dilute existing shareholders—up to 19.99% without shareholder approval—and additional issuance above that threshold requires shareholder approval and registration.
• Pricing and fees: the VWAP purchase mechanism can result in shares being bought at a notable discount to recent trading prices (93% of a measured VWAP) and the Purchaser keeps a 3% draw fee, affecting the net funds AIXC receives.
• Investors should watch for the company’s S-1 filing, any shareholder vote to approve issuance beyond 19.99%, and subsequent share issuances that could impact supply and trading liquidity.