Welcome to our dedicated page for Xiao-I Corporation SEC filings (Ticker: AIXI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Xiao-I Corporation (AIXI) filings document the disclosure record of a foreign private issuer whose American depositary shares represent interests in ordinary shares. Recent Form 6-K reports cover material events, securities purchase agreements, unsecured convertible promissory notes, ADS and ordinary-share capital-structure disclosures, and incorporation of certain reports into registration statements.
The company's filings also record governance and reporting matters, including board and executive changes, board committee appointments, director agreements, indemnification agreements, auditor changes, and internal-control material weaknesses referenced from Form 20-F. Other Form 6-K disclosures address the variable interest entity involved in AI patent litigation, ADS-ratio and depositary mechanics, and registration-statement updates tied to Xiao-I's ADR program.
Xiao-I Corporation has regained full compliance with Nasdaq’s continued listing standards. Nasdaq confirmed that the company once again meets both the minimum bid price and public float requirements, removing the prior risk of deficiency status.
The company cured a market value shortfall after the market value of its publicly held shares was at least $15.0 million for ten consecutive business days from April 9, 2026 to April 22, 2026. It also restored its share price compliance when the closing bid price of its ADSs was at or above $1.00 per share for ten consecutive business days from May 14, 2026 to May 28, 2026. Xiao-I’s ADSs will continue trading on the Nasdaq Global Market under the symbol AIXI.
Streeterville Capital LLC and affiliated filers report beneficial ownership of 5,518,004 ordinary shares of Xiao‑I Corp, representing 9.99% of the class. The filing states this stake arises under a Convertible Promissory Note and that a contractual ownership cap limits Streeterville to 9.99%. The filing cites 55,235,284 shares outstanding as of December 31, 2025 from the issuer’s 20‑F.
Xiao-I Corporation registered up to $3,250,000 of American Depositary Shares (ADSs) issuable upon conversion of a convertible promissory note (the "Note") sold to Streeterville Capital, LLC on April 29, 2026. Each ADS represents sixty ordinary shares. The Note had an initial principal balance of $3,250,000, a purchase price of $3,000,000 (reflecting a $240,000 original issue discount and $10,000 transaction expense), bears interest at 6.0% per annum, and matures 12 months after the purchase price date. Conversion is at the holder's option at a variable conversion price tied to 90% of the lowest daily VWAP during a ten trading-day lookback less $0.05 for ADS issuance fees. The Company will receive no proceeds upon conversion; it already received gross proceeds of $3,000,000 from the private sale of the Note and intends to use those funds for working capital and general corporate purposes. The prospectus supplement discusses material VIE structure, PRC regulatory, foreign exchange and listing risks, and notes requirements to file with PRC authorities after completion of this offering under the Overseas Listing Measures.
Xiao-I Corporation filed Amendment No. 1 to its Form 20-F, fully restating the annual report’s disclosures while leaving the audited financial statements unchanged. The company explains its Cayman holding structure and reliance on a PRC variable interest entity, highlighting that ADS investors hold only offshore equity.
The filing details PRC dividend, capital control and SAFE registration constraints that limit cash movement from onshore entities to the parent, along with extensive intercompany cash transfers among the holding company, WFOE, the VIE and other subsidiaries. Xiao-I reports continued net losses and negative operating cash flows and says it does not expect to pay dividends, prioritizing reinvestment.
The report emphasizes risks from evolving PRC regulation, U.S. rules such as the HFCAA, new U.S. Treasury restrictions on AI-related investment in China, customer concentration, expansion into AI hardware and overseas markets, heavy R&D spending, a remaining material weakness in internal control over financial reporting and its emerging growth and foreign private issuer status.
Xiao-I Corporation files its Form 20-F, reporting persistent losses and heavy China-related regulatory risk. The company posted net losses of US$27.01 million in 2023, US$14.55 million in 2024 and a sharply higher US$101.82 million in 2025, with negative operating cash flow in each year.
Xiao-I is a Cayman holding company that relies on a PRC variable interest entity structure, so ADS investors hold no equity in the onshore operating entities and face uncertainty if Chinese authorities disallow the VIE. Tight PRC capital, dividend and FX controls limit cash movement from China, and management does not expect to pay dividends as it prioritizes expansion.
The filing highlights substantial risks: HFCAA/PCAOB inspection uncertainty that could lead to Nasdaq delisting, customer and supplier concentration, expansion into AI hardware and overseas markets, and a remaining material weakness in internal control over financial reporting. The company also became a Nasdaq “controlled company” after issuing super-voting preferred shares to its CEO’s entity.
Xiao-I Corporation plans to change the ratio of its American Depositary Shares (ADSs) so that one ADS will represent sixty ordinary shares instead of three. For ADS holders, this functions like a one-for-twenty reverse ADS split, consolidating every twenty existing ADSs into one new ADS.
The Company’s ordinary shares are not affected; no ordinary shares will be issued or cancelled, and shareholdings in the home market remain the same. The ADSs are expected to begin trading on a post-reverse ADS split basis on Nasdaq under the symbol AIXI on May 11, 2026, with Citibank, N.A. automatically exchanging old ADSs for new ones.
Holders do not need to take action. Fractional new ADSs will not be issued; instead, fractional entitlements will be aggregated and sold by the depositary, and net cash proceeds after fees, taxes and expenses will be distributed to affected ADS holders.
Xiao-I Corporation has changed its independent auditor, dismissing Assentsure PAC and appointing CHI-LLTC as its independent registered public accounting firm, effective April 13, 2026. The change was made after a careful evaluation process and was approved by the audit committee of the board.
The company states that this decision was not due to any disagreement with Assentsure on accounting principles, financial statement disclosures, or audit procedures. Assentsure’s audit reports on the consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 contained no adverse opinions or disclaimers and were not qualified or modified.
The only "reportable events" referenced are material weaknesses previously reported by management in the Form 20-F for the year ended December 31, 2024, filed on May 15, 2025. Xiao-I has provided Assentsure with these disclosures, and Assentsure’s response letter is included as Exhibit 16.1.
Xiao-I Corporation entered into a Securities Purchase Agreement with an institutional investor and completed an initial closing. The company issued an unsecured convertible promissory note with an original principal amount of $3.25 million and 8,503,369 ordinary shares as pre-delivery shares. Due to a $240,000 original issue discount and certain transaction expenses, the purchase price for the note was $3.0 million. The agreement also allows for up to two additional unsecured convertible promissory notes, each with an original principal amount of $270,000, subject to stated conditions. This report is also incorporated by reference into the company’s existing Form S-8 and Form F-3 registration statements.
Xiao-I Corp ownership update: Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife filed an Amendment No. 2 to Schedule 13G/A reporting that they directly or indirectly beneficially own 0 shares of Ordinary Shares, representing 0% of the class as of 04/13/2026.
Xiao-I Corporation reports that the Supreme People’s Court of the People’s Republic of China has issued a final ruling in its variable interest entity’s patent dispute with Apple. On March 27, 2026, the Court rejected Apple’s appeal seeking to invalidate the core AI patents underlying Xiao-I’s infringement claims, affirming the legality and validity of these patents in full. This judgment is final and binding under PRC law, with no further appeal on patent validity. The underlying patent infringement lawsuit against Apple continues, and the Company cautions there is no guarantee it will receive any financial compensation from the case.