AI Financial Corp Sells Canadian Subsidiary to Prime Delta; $12M Note

What Happened AI Financial Corp (AIFC) announced on August 3, 2026 that it sold its indirect, wholly owned subsidiary ALT 5 Sigma Canada, Inc. to Prime Delta Corp. The purchase consideration consists of a secured $12.0 million promissory note and 11,551,750 restricted shares of Prime Delta common stock. The company filed the sale in an 8-K (Item 1.01) and referenced completion of the disposition under Item 2.01.

Key Details

• Sale date: August 3, 2026; buyer: Prime Delta Corp. (Delaware); seller: AI Financial Corp (Nevada).
• Note principal: $12,000,000; $1,000,000 of principal due August 11, 2026.
• Remaining $11,000,000 payable as an amount equal to 20% of Prime’s post-closing equity financings, or otherwise in four equal annual installments of $2.75M starting August 3, 2027.
• Note terms: 4% annual interest, monthly interest payments beginning August 10, 2026; prepayment allowed without penalty if accrued interest is paid; Note is secured by all of Prime’s assets and backed by three third‑party guarantees.
• Equity consideration: 11,551,750 restricted shares of Prime common stock issued under Section 4(a)(2) exemption.

Why It Matters The transaction removes ALT 5 Sigma Canada from AIFC’s holdings and replaces that business interest with a mix of secured debt and equity in Prime Delta. Investors should note near-term cash: $1.0M principal is due in early August 2026, while the bulk of payment is tied either to Prime’s future equity financings or multiyear installments—so timing and certainty of cash receipts depend on Prime’s financing activity and repayment ability. The secured note and third‑party guarantees reduce credit risk, but the equity shares expose AIFC to Prime’s stock performance and potential liquidity/dilution considerations.