AIxCrypto Holdings, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Common Stock has been listed and traded on The Nasdaq Capital Market under the symbol “QLGN” since May 26, 2020 and updated to “AIXC” as of November 19, 2025. Holders of Common Stock As of March 9, 2026 , there were 234 registered holders of record of our Common Stock. This figure does not reflect the beneficial ownership of shares held in nominee name. Stock Transfer Agent The transfer agent and registrar for our Common Stock is Equiniti Trust Company. Its address is P.O. Box 64945, Saint Paul MN 55164-0945 and its telephone number is (800) 468-9716. Dividend Policy We do not expect to pay cash dividends in the foreseeable future. Any future decision to pay dividends will be at the discretion of our board and will depend, among other things, on earnings, financial condition, level of indebtedness, provisions of our existing credit agreements and other factors that our board deems relevant. Unregistered Sales of Securities ● From January 2024 until June 2024, we issued a total of 45,496 shares of Common Stock to the holder of an 8% Senior Convertible Debenture (the “2022 Debenture” ) in lieu of cash for monthly redemption payments totaling $660,000 due, at a weighted average conversion price of $14.51 per share. From June 2024 until July 2024, we issued a total of 58,378 shares of Common Stock upon the holder’s voluntary conversion of the remaining principal balance of the 2022 Debenture of approximately $759,000, at a weighted average conversion price of $13.00 per share. ● In February 2024, we issued an 8% Convertible Debenture (the “2024 Alpha Debenture”) in the principal amount of $550,000 to an investor with a maturity date of December 31, 2024, convertible at the option of the holder at a conversion price of $6.50 per share, subject to adjustments, which accrued interest on at the rate of 8% per annum, with a 5-year common stock purchase warrant to purchase at $13.00 per share 18,001 shares of Common Stock, subject to adjustments. The investor was also issued an option to purchase $1,100,000 in principal amount of additional 8% Convertible Debentures with similar terms, including an additional warrant to purchase up to 36,001 shares of Common Stock at an exercise price of $13.00 per share. In April 2024, the option was assigned and exercised, and we issued this additional 8% Convertible Debenture (the “2024 Chen Debenture”) in the principal amount of $1,100,000 with a conversion price of $6.50 per share and a warrant to purchase 36,001 shares of Common Stock at an exercise price of $13.00 per share to another investor. From May 2024 until July 2024, an aggregate of 31,998 shares of Common Stock were issued to an investor pursuant to the exercise of warrants at an exercise price of $6.50 per share. In July 2024, we issued a $2,000,000 Senior Note to an institutional investor, of which note was unsecured, nonconvertible and having a maturity date of July 8, 2025, with a 18% interest rate per annum. This Senior Note was repaid in cash in September 2024. ● In September 2024, we issued 7,842 shares of Common Stock upon the holder’s partial voluntary conversion of the $550,000 8% Convertible Debenture, at a weighted average conversion price of $6.50 per share for a total of approximately $51,000 in principal. In November 2024, the remaining principal and accrued interest balance of approximately $531,000 was repaid in cash. November 2024, we issued 1,154 shares of Series A-2 Preferred Stock, par value $0.001 per share (the “Series A-2 Preferred Stock”) to the holder of the $1,100,000 8% Convertible Debenture in exchange for the extinguishment of the debenture with a principal and accrued interest balance of approximately $1,154,000. ● From April 2024 until December 2025, we issued an aggregate of $4,166,900 in notes receivable to a publicly traded entity, of which notes bear interest the rate of eighteen percent (18%) per annum and due upon demand by the holder. ● In April 2025, we entered into a Secured Convertible Note with an investor in the principal amount of $264,000, and an original issue discount (“OID”) of 20%, or $44,000, in exchange for $220,000 cash, less $20,000 in expenses. The Note is convertible at any time at the investor’s option, into shares of the Company’s Common Stock at a price equal to $3.80 per share, subject to certain adjustments. The Convertible Note bears no interest, and was fully repaid in January 2026. On July 28, 2025, the Company entered into a securities purchase agreement, dated July 28, 2025, with certain accredited investors, pursuant to which the Company issued and sold an aggregate of 4,500 shares of its newly designated Series A-3 Preferred Stock, par value $0.001 per share, at a purchase price of $1,000 per share, for aggregate gross proceeds of approximately $4.5 million, before deducting placement agent fees and offering expenses. The private placement closed on July 28, 2025. On September 19, 2025, the Company entered into a subscription agreement with certain investors, including FF, pursuant to which the investors agreed to purchase $41,000,000 in cash of the Common Stock, and shares of newly created Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”). The purchase price of the Common Stock was $2.246 per share and the purchase price for the Series B Preferred Stock was $1,000 per share. On September 29, 2025, the Company consummated the proposed transactions whereby the Company issued 337,432 shares Common Stock, and 17,783 shares of Series B Preferred Stock. The issuance of the securities listed above was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance of securities were made to accredited investors and did not involve a public offering. The recipient of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Securities Authorized for Issuance Under Equity Compensation Plans See “ Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters —Equity Incentive Plans ” of this report which is incorporated herein by reference. Equity Incentive Plans See “ Part III Item 11, Executive Compensation ” of this Annual Report which is incorporated herein by reference. ITEM 6. [RESERVED]. 22