Xiao-I Corporation (NASDAQ: AIXI) sells $3.25M note and 8.5M shares

Rhea-AI Filing Summary

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.

Insights

Capital structure and financing analyst

Xiao-I adds $3.25M convertible debt with equity-linked features.

Xiao-I Corporation issued an unsecured convertible promissory note with a $3.25 million principal amount, sold for $3.0 million after a $240,000 original issue discount and expenses. The deal includes 8,503,369 ordinary shares as pre-delivery shares, tying the financing closely to equity.

The Securities Purchase Agreement also permits up to two additional unsecured convertible notes of $270,000 each, which could further affect leverage and potential future share issuance if drawn. The filing incorporates this transaction into existing Form S-8 and Form F-3 registration statements, aligning it with previously established capital markets frameworks.

Key Figures

Convertible note principal: $3.25 million Note purchase price: $3.0 million Original issue discount: $240,000 +2 more

5 metrics

Convertible note principal $3.25 million Original principal amount of unsecured convertible promissory note

Note purchase price $3.0 million Cash purchase price after original issue discount and expenses

Original issue discount $240,000 Discount applied to the unsecured convertible note

Pre-delivery shares issued 8,503,369 shares Ordinary shares issued as pre-delivery shares with the note

Potential additional notes Two notes of $270,000 each Maximum additional unsecured convertible promissory notes allowed

Key Terms

unsecured convertible promissory note, original issue discount, pre-delivery shares, Securities Purchase Agreement, +1 more

5 terms

unsecured convertible promissory note financial

"the Company issued and sold an unsecured convertible promissory note in the original principal amount of $3.25 million"

original issue discount financial

"The note was issued with an original issue discount of $240,000 and certain transaction expenses"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

pre-delivery shares financial

"and 8,503,369 ordinary shares, par value $0.00005 per share, to be used as pre-delivery shares"

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

incorporated by reference regulatory

"This Report on Form 6-K is hereby incorporated by reference into each of the Registrant’s Registration Statements"

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number 001-41631

Xiao-I Corporation

(Translation of registrant’s name into English)

5/F, Building 2, No. 2570

Hechuan Road, Minhang District

Shanghai, China 201101

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒      Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry into Securities Purchase Agreement and Closing

On April 29, 2026, Xiao-I Corporation (the “Company”) entered into a Securities Purchase Agreement with an institutional investor, pursuant to which the Company issued and sold an unsecured convertible promissory note in the original principal amount of $3.25 million and 8,503,369 ordinary shares, par value $0.00005 per share, to be used as pre-delivery shares. The note was issued with an original issue discount of $240,000 and certain transaction expenses, resulting in a purchase price of $3.0 million for the note. The initial closing occurred on April 29, 2026.

The Securities Purchase Agreement also provides for the potential issuance of up to two additional unsecured convertible promissory notes, each in the original principal amount of $270,000, subject to the terms and conditions set forth therein. The Company is furnishing this Report on Form 6-K to report the entry into the Securities Purchase Agreement and the closing of the initial transactions contemplated thereby, and to furnish copies of the related transaction documents as exhibits hereto.

The foregoing description of the Securities Purchase Agreement and the related transaction documents does not purport to be complete and is qualified in its entirety by reference to the full text of such documents furnished as exhibits to this Report on Form 6-K.

Incorporation by Reference

This Report on Form 6-K is hereby incorporated by reference into each of the Registrant’s Registration Statements on Form S-8 (File No. 333-286469) and Form F-3 (File No.  333-279306), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. 

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Convertible Promissory Note #1
10.1		Form of Securities Purchase Agreement

1

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, thereunto duly authorized.

Date: April 30, 2026	Xiao-I Corporation
	By:	/s/ Mingqu Lin
		Name:	Mingqu Lin
		Title:	Chief Executive Officer

2

FAQ

What financing did Xiao-I Corporation (AIXI) complete in this 6-K?

Xiao-I Corporation completed an initial financing by issuing an unsecured convertible promissory note with an original principal amount of $3.25 million, sold for $3.0 million after discounts and expenses, together with 8,503,369 ordinary shares issued as pre-delivery shares under a Securities Purchase Agreement.

How many Xiao-I Corporation (AIXI) shares were issued as pre-delivery shares?

The company issued 8,503,369 ordinary shares as pre-delivery shares alongside the unsecured convertible promissory note. These shares form part of the financing structure agreed with the institutional investor under the Securities Purchase Agreement described in the Form 6-K filing.

What is the purchase price and original issue discount on Xiao-I’s new note?

The unsecured convertible promissory note has an original principal amount of $3.25 million, but it was sold for a purchase price of $3.0 million. This reflects a $240,000 original issue discount plus certain transaction expenses agreed between Xiao-I Corporation and the institutional investor.

Does Xiao-I Corporation (AIXI) have the option to issue additional convertible notes?

Yes. The Securities Purchase Agreement allows Xiao-I Corporation to potentially issue up to two additional unsecured convertible promissory notes, each with an original principal amount of $270,000, subject to the specific terms and conditions contained in the agreement.

How is this Xiao-I Corporation transaction linked to its existing registration statements?

This Form 6-K is incorporated by reference into Xiao-I Corporation’s existing registration statements on Form S-8 (File No. 333-286469) and Form F-3 (File No. 333-279306), meaning the disclosed financing terms become part of those effective offering documents unless later superseded.

Who is the counterparty in Xiao-I Corporation’s new financing agreement?

The counterparty is described as an institutional investor that entered into a Securities Purchase Agreement with Xiao-I Corporation. Under this agreement, the investor purchased the $3.25 million principal unsecured convertible promissory note and received 8,503,369 ordinary shares as pre-delivery shares.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 207.4 KB

Other Documents

• EX-4.1 FORM OF CONVERTIBLE PROMISSORY NOTE #1 55.3 KB