Item 9A. Controls and Procedures
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls
and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated
to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired
control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
Based
on our management’s evaluation (with the participation of the individuals serving as our principal executive officer and principal
financial officer) of our disclosure controls and procedures as required by Rules 13a-15 and 15d-15 under the Exchange Act, each of the
individuals serving as our principal executive officer and principal financial officer has concluded that our disclosure controls and
procedures were not effective at the reasonable assurance level as of December 31, 2024, the end of the period covered by this Annual
Report on Form 10-K.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed under the supervision and with the
participation of our management, including the individuals serving as our principal executive officer and principal financial officer,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States of America.
A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a
timely basis.
Management
conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on
this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was not effective
based on those criteria due to material weaknesses in our internal control over financial reporting described below.
67
Material
Weakness in Internal Control over Financial Reporting
During
the year ended December 31, 2025 audit, we identified the lack of sufficient number of personnel within the accounting function to adequately
segregate duties, the Company did not have a designed and implemented effective Information Technology General Controls (“ITGC”)
related to access controls to financial accounting system, and the Company did not have formalized documentation of its processes and
controls that could be evaluated for proper design and implementation.
We
lack the resources to employ additional personnel to help mitigate these material weaknesses and we foresee that these material weaknesses
will not be remediated until we receive additional funding to support our accounting department.
We
cannot assure you that these or other measures will fully remediate the material weakness in a timely manner. Notwithstanding the identified
material weakness, our management believes that the consolidated financial statements included in this report fairly represent in all
material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S.
GAAP.
Changes
in Internal Control over Financial Reporting
During
the fourth quarter of 2025, management designed and implemented enhanced cash management and funds transfer controls, including defined
authorization thresholds and segregation of duties between initiation and approval of disbursements. These controls were implemented
to remediate previously identified deficiencies. Management believes these controls were operating effectively as of December 31, 2025.
While formal written policy documentation is being finalized, management concluded that the material weakness relating to lack of documented
cash handling procedures has been remediated as of year end.
ITEM
9B. OTHER INFORMATION
During
the year ended December 31, 2025, no director or officer adopted or terminated a “Rule 10b5-1 trading arrangement”
or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
The
Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities
by directors, officers and employees, or the registrant itself, that have been designed to promote compliance with insider trading laws,
rules and regulations, and Nasdaq’s listing standards.
ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
68
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The
information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting
of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K.
Legal
Proceedings Involving Executive Officers and Key Personnel
On
June 27, 2025, our Co-Chief Executive Officer, Jiawei (Jerry) Wang, received a “Wells Notice” from the staff of the Securities
and Exchange Commission (the “SEC”). Subsequently, on June 30, 2025, Mr. YT Jia, who has been appointed as our Chief Advisor,
also received a Wells Notice from the SEC.
The
notices state that the SEC staff has made a preliminary determination to recommend filing an enforcement action against Mr. Wang and
Mr. Jia in their individual capacities. The alleged violations involve various anti-fraud provisions of the federal securities laws pertaining
to purported false or misleading statements in connection with Faraday Future Intelligent Electric Inc.’s 2021 PIPE and SPAC listing,
relating to (i) related party transactions, and (ii) Mr. Jia’s role.
The
staff’s recommendation for an enforcement action may seek an injunction or cease-and-desist order, civil monetary penalties, disgorgement,
or other equitable relief. The SEC may also seek a formal bar preventing Mr. Wang and Mr. Jia from serving as an officer or director
of a public company.
A
Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. It is a preliminary
determination by the SEC staff to recommend to the Commissioners of the SEC that a civil enforcement action or administrative proceeding
be brought. If the SEC determines to seek an enforcement action, it must proceed through a formal legal process, during which the individuals
could defend themselves.
In
September 2025, both Mr. Wang and Mr. Jia submitted formal responses to the SEC outlining why they believed an enforcement action is
unwarranted. On March 18, 2026, the SEC’s Division of Enforcement issued letters directly to Faraday Future Intelligent Electric,
Inc., Mr. Wang and Mr. Jia stating that it does not intend to recommend an enforcement action. The Division of Enforcement noted that
the letters must in no way be construed as indicating that the party has been exonerated or that no action may ultimately result from
the staff’s investigation.
Insider
Trading Policy
The
Company maintains an insider trading policy that governs the purchase, sale, and other dispositions of our securities by directors, officers,
and employees. As a result of our recent corporate transition, the Company currently operates under the legacy insider trading policy
originally adopted by Qualigen Therapeutics, Inc. (our predecessor entity). The Company is currently preparing an updated insider trading
policy tailored to its current organizational structure. Until the Board formally adopts the updated policy, the legacy policy remains
in full force and effect. A copy of this policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
Compensation
Recovery Policy
The
Company maintains a compensation recovery policy designed to comply with Nasdaq listing standards and Section 10D of the Securities Exchange
Act of 1934. Following our corporate transition, the Company continues to enforce the legacy compensation recovery policy adopted by
our predecessor entity. The Company is currently evaluating a revised recovery policy to align with its updated executive compensation
programs. The legacy policy governs in the interim and is filed as Exhibit 97.1 to this Annual Report on Form 10-K.
Item
11. Executive Compensation
The
information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting
of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting
of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The
information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting
of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The
information required by this item is incorporated by reference to the definitive proxy statement for the Company’s Annual Meeting
of Stockholders, which the Company expects to file with the Securities and Exchange Commission within 120 days after the end of the fiscal
year covered by this Form 10-K.
69
PART
IV
Item
15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed as part of this Annual Report:
1.
Financial Statement Schedules.
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient
to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying
notes included in this Form 10-K.
2.
Exhibits .
See exhibits listed below.
(b)
Exhibits:
70
EXHIBIT
INDEX
Exhibit
No.
Description
Form
File
No.
Exhibit
Filing
Date
2.1
Stock
Purchase Agreement dated July 20, 2023 with Chembio Diagnostics, Inc., Biosynex, S.A. and Qualigen, Inc.
8-K
001-37428
2.1
7/26/2023
3.1
Amended
and Restated Certificate of Incorporation of Ritter Pharmaceuticals, Inc.
8-K
001-37428
3.1
7/1/2015
3.2
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-37428
3.1
9/15/2017
3.3
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation
8-K
001-37428
3.1
3/22/2018
3.4
Certificate
of Designation of Preferences, Rights and Limitations of Series Alpha Preferred Stock of the Company, filed with the Delaware Secretary
of State on May 29, 2020
8-K
001-37428
3.1
5/29/2020
3.5
Certificate
of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020 [reverse
stock split]
8-K
001-37428
3.2
5/29/2020
3.6
Certificate
of Merger, filed with the Delaware Secretary of State on May 22, 2020
8-K
001-37428
3.3
5/29/2020
3.7
Certificate
of Amendment to the Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on May 22, 2020
8-K
001-37428
3.4
5/29/2020
3.8
Amended
and Restated Bylaws of the Company, as of August 10, 2021
8-K
001-37428
3.1
8/13/2021
3.9
Certificate
of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on November 21,
2022
8-K
001-37428
3.1
11/22/2022
3.10
Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on October 28, 2024
8-K
001-37428
3.1
11/01/2024
3.11
Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A-3 Preferred Stock, as filed with the Secretary of State of the State of Delaware on July 28, 2025.
8-K
001-37428
3.1
07/28/2025
3.12
Certification of Amendment to Certificate of Incorporation, filed with the Delaware Secretary of State on November 14, 2025
8-K
001-37428
3.1
11/17/2025
4.1
Description of Common Stock
10-K/A
001-37428
4.9
7/7/2023
71
10.28
Securities Purchase Agreement, dated December 21, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt
8-K
001-37428
10.1
12/22/2022
10.29
8% Senior Convertible Debenture Due December 22, 2025 in favor of Alpha Capital Anstalt
8-K
001-37428
10.2
12/22/2022
10.30
Registration Rights Agreement, dated December 22, 2022, by and between Qualigen Therapeutics, Inc. and Alpha Capital Anstalt
8-K
001-37428
10.3
12/22/2022
10.31+
Letter to Michael Poirier, dated January 13, 2023, regarding compensatory changes
10-K
001-37428
10.31
5/2/2023
10.32+
Letter to Amy Broidrick, dated January 13, 2023, regarding compensatory changes
10-K
001-37428
10.32
5/2/2023
10.33+
Letter to Tariq Arshad, dated January 13, 2023, regarding compensatory changes
10-K
001-37428
10.33
5/2/2023
10.34
Amendment No. 1 with regard to Securities Purchase Agreement dated December 5, 2023 with Alpha Capital Anstalt
8-K
001-37428
10.1
12/7/2023
10.35
Amendment and Settlement Agreement dated July 19, 2023 with NanoSynex, Ltd.
8-K
001-37428
10.1
7/26/2023
10.36+
Separation Agreement and General Release dated June 20, 2023 with Amy Broidrick
10-Q
001-37428
10.1
8/14/2023
14.1
Code of Business Conduct and Ethics
8-K
001-37428
14.1
5/29/2020
10.11
Form of Registration Rights Agreement, dated as September 19, 2025, between Qualigen Therapeutics, Inc. and each Subscriber
8-K
001-37428
10.2
10-03/2025
19.1
Insider Trading Policy
21.1
Subsidiaries of the Registrant
23.1*
Consent of HTL International LLC, independent registered public accounting firm
23.2*
Consent
of WithumSmith+Brown, PC independent registered public accounting firm
24.1
Power of Attorney (included on signature page)
72
31.1
Certificate of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certificate of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*
Clawback Policy
101.INS#
Inline
XBRL Instance Document.
101.SCH#
Inline
XBRL Taxonomy Extension Schema Document.
101.CAL#
Inline
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF#
Inline
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB#
Inline
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE#
Inline
XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed or furnished herewith.
**
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules will be furnished to the SEC
upon request.
*** Furnished herewith. This certification
is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section
18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing.
+
Indicates management contract or compensatory plan or arrangement.
#
XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement
or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the
Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
ITEM
16. FORM 10-K SUMMARY
None.
73
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
AIxCrypto Holdings Inc.
By:
/s/
Kevin Richardson II
Name:
Kevin
Richardson II
Title:
Co Chief Executive Officer and Director (Principal Executive Officer)
By:
/s/ Koti Meka
Name:
Koti Meka
Title:
Chief Financial Officer and Director (Principal Financial and Accounting Officer)
Date:
March 30, 2026
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Richardson II,
Koti Meka, and Jerry Wang, and each of them individually, his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all
amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/
Kevin Richardson II
Co-Chief
Executive Officer and Director
March
30, 2026
Kevin
Richardson II
(Principal
Executive Officer)
/s/
Campbell Becher
President
March
30, 2026
Campbell
Becher
/s/
Kevin Chen
Independent
Director
March
30, 2026
Kevin
Chen
/s/
Jie Sheng
Independent
Director
March
30, 2026
Jie
Sheng
/s/
Chad Chen
Independent
Director
March
30, 2026
Chad
Chen
/s/
Koti Meka
Chief
Financial Officer and Director
March
30, 2026
Koti
Meka
(Principal
Financial and Accounting Officer)
/s/
Jerry Wang
Co Chief Executive Officer
March
30, 2026
Jerry
Wang
(Principal Executive Officer)
74