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) ~~June~~July 102, 2026 (~~June~~July 101, 2026)

AI FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

000-19621

41-1454591

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8548 Rozita Lee Avenue, Suite 305

Las Vegas, NV

89113

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code 800-400-2247

(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 per share)		AIFC		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. ☐

~~Section~~Item 73.01 –Notice ~~Regulation~~of FDDelisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Item~~On 7July 1, 2026, AI Financial Corporation (the “Company”) was notified by The Nasdaq Stock Market, LLC (“Nasdaq”), that it is not in compliance with the minimum closing bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Notification Letter”).01 ~~Regulation~~That FDRule ~~Disclosure~~requires listed securities to maintain a minimum closing bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. June 30, 2026, constituted the 30th consecutive day.

InThe aNotification ~~press~~Letter ~~release~~has ~~dated~~no ~~June~~immediate ~~10,~~effect ~~2026,~~on ~~a copy of which is furnished as Exhibit 99.1 to this Current Report, AI Financial Corporation (~~the ~~“Company,”~~ ~~“we,”~~listing ~~and~~or ~~“our”)~~trading ~~disclosed~~of ~~that~~ the ~~3,321,690,994~~Company’s ~~WLFI~~common ~~tokens1~~stock that it holds can provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it to stake in connection with the WLF Protocol, and for it to use in a lending transaction.2 Further, these tokens are expected to become fully transferable on ~~August~~The ~~12,~~Nasdaq ~~2026,~~Capital ~~pursuant to the original terms governing such holdings~~Market. The ~~Company’s~~common ~~other~~stock ~~3,583,585,650 WLFI~~will ~~tokens~~continue ~~remain subject~~ to atrade ~~12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable~~ on ~~August~~The ~~12,~~Nasdaq ~~2026,~~Capital ~~pursuant~~Market tounder the ~~original~~symbol ~~terms governing such holdings~~“AIFC.3”

~~Based~~The onNotification Letter provides the ~~current~~Company ~~market~~with ~~value~~180 ofcalendar days, or until December 28, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ~~WLFI~~common ~~token~~stock ~~holdings~~must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by December 28, 2026, Nasdaq may grant an additional 180 days for the ~~first~~Company ~~portion~~to ~~represents~~regain compliance, so long as the Company meets the continued listing requirement for market value of publicly held shares and the other initial listing standards for The Nasdaq Capital Market (other than the closing bid price standard) and notifies Nasdaq in ~~excess~~writing of ~~US$~~its intention to cure the deficiency during the second compliance period. If Nasdaq does not grant the additional 180 ~~million4~~days or if the Company fails to regain compliance during that ofsecond ~~digital~~180-day ~~assets~~period, ~~available~~then Nasdaq will notify the Company of its determination to ~~support~~delist the Company’s ~~strategic~~common ~~initiatives~~stock, ~~liquidity~~at which ~~requirements,~~time ~~and~~the ~~growth~~Company ~~objectives~~will have an opportunity to appeal the delisting determination to a Hearings Panel.

~~Management~~The ~~believes~~Company ~~that~~intends ~~the~~to ~~availability~~monitor ~~for~~the ~~use~~closing ofbid aprice ~~substantial portion~~ of ~~the~~its ~~Company’s~~common ~~WLFI~~stock ~~token holdings materially strengthens the Company’s liquidity profile~~ and ~~addresses~~may, aif ~~significant~~appropriate, ~~factor~~consider ~~underlying~~implementing ~~the going concern disclosure contained in the Company’s most recent Quarterly Report on Form 10-Q. Based on information currently~~ available ~~to management~~options, ~~the Company believes it possesses~~ ~~sufficient~~including, ~~liquidity~~but ~~and~~not ~~financial~~limited ~~resources~~ to, ~~fund~~a ~~its~~reverse ~~anticipated~~split ~~operations~~of ~~and satisfy~~ its ~~obligations~~common ~~for at least the next 12 months. Accordingly~~stock, ~~management’s~~to ~~current~~regain ~~belief~~compliance iswith ~~that~~ the ~~conditions~~minimum ~~that~~closing ~~gave~~bid ~~rise to the previously disclosed substantial~~price ~~doubt~~requirement ~~regarding~~under the ~~Company’s~~Nasdaq ~~ability~~Listing ~~to continue as a going concern have been substantially mitigated~~Rules.

The Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market prices5, with more than US$180 million presently represented by available holdings.

1	The number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral for the Company’s previously disclosed loan from WLFI, which tokens will be returned to the Company at the time of repayment of principal and accrued interest.
2	Availability is subject to the conditions in an ancillary agreement with WLFI, which are substantially similar to the three criteria described above.
3	The lapse in restrictions is also subject to the effectiveness of a registration statement to provide for the resale of shares of the Company’s common stock that the Company issued to WLFI at the closing of the August 2025 transaction, the shares of the Company’s common stock underlying the pre-funded warrants that the Company granted to WLFI at that closing, and the shares of our common stock underlying the “Lead Investor” warrants that we granted to WLFI at that closing.
4	Based on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m. EDT on June 9, 2026.
5	Based on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m. EDT on June 9, 2026.

The information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 10, 2026.
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.

	AI FINANCIAL CORPORATION
Date: June 10, 2026	By:	/s/ Tony Isaac
Date: July 2, 2026	By:	/s/ Tony Isaac
		Tony Isaac
		Chief Executive Officer

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