Form 8-K

8-K — AIxCrypto Holdings, Inc.

Accession: 0001493152-26-036659

Filed: 2026-08-07

Period: 2026-08-07

CIK: 0001460702

SIC: 6199 (FINANCE SERVICES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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EX-99.2 (ex99-2.htm)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 7, 2026

AIxCrypto

Holdings, Inc.

(Exact

Name of Registrant as Specified in Charter)

Delaware

001-37428

26-3474527

(State

or Other Jurisdiction

(Commission

(I.R.S.

Employer

Incorporation)

File

Number)

Identification

No.)

1990

E. Grand Ave.

Segundo, CA

90245

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

Telephone Number, Including Area Code: (760) 452-8111

5857

Owens Avenue, Suite 300

Carlsbad,

California 92008

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

AIXC

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition

August 7, 2026, the Company issued a press release announcing its financial and operational results for the three months ended June 30,

2026, and an investor webcast that occurred on August 7, 2026 to discuss such results and update shareholders on general corporate developments.

The press release and the investor presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form

8-K (this “Form 8-K”) and are incorporated herein by reference.

The

information contained in this Form 8-K provided under Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 attached hereto are furnished to,

but shall not be deemed filed with, the U.S. Securities and Exchange Commission or incorporated by reference into the Company’s

filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item

7.01 Regulation FD Disclosure.

Reference

is made to the disclosure in Item 2.02 of this Form 8-K, which disclosure is incorporated herein by reference.

Forward-Looking

Statements

Exhibits

99.1 and 99.2 attached hereto contain, and may implicate, forward-looking statements regarding the Company, and include cautionary statements

identifying important factors that could cause actual results to differ materially from those anticipated.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

No.

Description

99.1

Press release dated August 7, 2026.

99.2

Investor Presentation dated August 7, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

AIxCrypto

Holdings, Inc.

Date:

August 7, 2026

By:

/s/

Jerry Wang

Name:

Jerry

Wang

Title:

Chief

Executive Officer and Director

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AIxCrypto

Holdings Reports Second Quarter 2026 Results

RoboShare

Introduced Successfully and Designated Top Operating Priority for the Second Half of 2026; Operating Expenses Decline 32% Sequentially

● Introduced

RoboShare, an on-demand robot sharing and matchmaking marketplace — an “Uber

plus Turo for robots” — at Automate 2026 on June 22, 2026, available at RoboShare.com

● Los

Angeles pilot preparations underway; initial marketplace-facilitated activity targeted to

begin in August 2026, with initial revenue anticipated beginning in the third quarter, subject

to operational readiness, execution, and applicable revenue-recognition requirements

● Total

operating expenses of $2,959,325 decreased by 32% from $4,333,721 in the first quarter of

2026; sales and marketing expenses of $85,715 decreased by 87% from $638,222 in the first

quarter of 2026 as front-loaded brand-launch spend rolled off

● Total

current liabilities declined by 48% to $1,721,003 from $3,329,237 at year-end 2025; no outstanding

indebtedness at August 7, 2026

● No

new shares issued during the second quarter — common shares outstanding of 20,234,993

at June 30, 2026, unchanged from March 31, 2026; shares outstanding increased from 5,160,383

at December 31, 2025, principally through the first-quarter conversion of Series B preferred

● Completed

the $12.0 million Faraday Future securities investment in April 2026, held indirectly through

a third-party fiduciary under an entrusted investment agreement

LOS

ANGELES, CA, August 7, 2026 — AIxCrypto Holdings, Inc. (NASDAQ: AIXC) (“AIxC” or the “Company”), a

Nasdaq-listed technology company building a three-layer architecture spanning the infrastructure, protocol, and application layers, today

announced financial results for the second quarter ended June 30, 2026. The quarter marked the Company’s transition from strategic

planning toward focused execution, anchored by the June 22 launch of RoboShare at Automate 2026 and, in July, its designation as the

Company’s top operating priority for the second half of 2026.

“This

quarter, we made a deliberate choice about focus. We launched RoboShare at Automate in June, and in July designated it as the Company’s

top operating priority for the second half of 2026, concentrating resources behind what we believe is our nearest path to revenue,”

said Jerry Wang, Chief Executive Officer. “The operational and platform insights generated through RoboShare are also expected

to inform the continued development of our broader infrastructure capabilities..”

“The

financial results for the second quarter mirror the operating narrative: progress toward commercialization, a declining cost base, and

an unchanged share count,” said Jay Sheng, President and Chief Financial Officer. “Our capital priorities are unchanged

— commercialization of RoboShare and expense discipline — while maintaining disciplined liquidity and capital allocation.”

Second

Quarter 2026 and Recent Business Highlights

RoboShare

— Marketplace Launch and Los Angeles Pilot. At Automate 2026, the Company introduced RoboShare, an on-demand robot sharing

and matchmaking marketplace connecting robot owners with enterprises, educational institutions, and other users seeking flexible access

to robotic equipment and services. The platform is available at RoboShare.com and supports both whole-machine and service-based usage;

the Company also introduced the City Partner program for local network operators. Preparations for the Los Angeles pilot are underway

across local sales, customer service, dispatch, warehouse and delivery logistics, operator training, and standardized operating procedures.

During approximately the first ninety days, the Company intends to monitor cumulative usage days, repeat-customer activity, per-order

economics, and overall operational readiness; decisions regarding expansion into additional markets, including Silicon Valley and New

York, will depend on pilot performance, partner readiness, and local market conditions.

Robot

Second Life Cycle. Alongside RoboShare, the Company introduced the Robot Second Life Cycle — the concept that a robot can continue

creating value after its initial sale through utilization value, extended-use value, and network value. The model is intended to be asset-light:

previously sold robots and robots supplied by third-party owners are being onboarded as available supply, allowing the marketplace to

expand without requiring the Company to purchase all of the robots listed through the platform.

Agent and Ecosystem Development. The Company began initial internal enterprise testing of certain AI Agent capabilities in April,

evaluating workflow integration and refining vertical use cases, and anticipates initial revenue generation beginning in the third quarter

through Agentir products. The Company continues to advance selected proof-of-concept initiatives through strategic partnerships, including

its collaboration with Faraday Future, its majority stockholder, as a lead ecosystem partner.The Company’s EAI Platform and RWA

tokenization work continue, but both are sequenced behind RoboShare and are moving on longer timelines. The Company is not attaching

new dates at this time, and the timelines previously indicated in May should no longer be relied upon..

Legacy

Portfolio Resolution. In May 2026, the Company completed the sale of all outstanding loan and creditor interests in all Marizyme

promissory notes, eliminating its remaining Marizyme note exposure, and the Board approved the structured wind-down of the Company’s

legacy biotechnology business. In April 2026, the Company completed its $12.0 million investment in securities of Faraday Future Intelligent

Electric Inc. (NASDAQ: FFAI), held through an entrusted investment arrangement and presented as parent company equity held at cost within

stockholders’ equity.

Second

Quarter 2026 Financial Summary

Total

operating expenses were $2,959,325 for the second quarter of 2026, compared to $1,683,747 in the prior-year quarter, and declined

32% sequentially from $4,333,721 in the first quarter of 2026 as cost-normalization measures took effect. Sales and marketing expenses

were $85,715, down from $638,222 in the first quarter, which carried front-loaded brand-launch investment. General and administrative

expenses were $2,868,537, compared to $1,394,932 in the prior-year quarter. The current quarter amount included non-recurring director

resignation fees of approximately $395,000, together with increases in wages, consulting fees, and legal fees as described in the Form

10-Q. Credit loss expense was zero, compared to $271,000 in the prior-year quarter.

Net

loss was $4,187,605 for the second quarter of 2026, a sequential decrease from $6,079,016 in the first quarter of 2026, and compared

to a net loss attributable to the Company of $1,687,003 in the prior-year quarter. The second-quarter loss included a $984,364 non-cash

net loss on digital assets attributable entirely to fair-value remeasurement — the Company neither purchased nor sold digital assets

during the quarter — and a one-time $375,844 loss on settlement of the Marizyme notes (presented in the Form 10-Q as loss on settlement

of short-term note receivable). Net loss per share, basic and diluted, was $(0.21) for the quarter and $(0.73) for the six months, on

weighted-average shares outstanding of 20,286,192 and 14,030,150, respectively.

Balance

sheet. As of June 30, 2026, the Company had cash and cash equivalents of $577,328, compared to $19,332,707 at December 31, 2025,

and digital assets with a fair value of $5,212,903, compared to $10,250,497 at December 31, 2025, for a combined carrying value of approximately

$5.8 million. As stated in the Form 10-Q, the Company’s digital assets are not classified as cash equivalents and are subject to

significant market price volatility. Total assets were $7,402,799, compared to $31,279,846 at December 31, 2025.

April 2026, the Company completed its $12.0 million investment in securities of Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI),

held through an entrusted investment arrangement and presented as parent company equity held at cost within stockholders’ equity.

Total

stockholders’ equity was $5,681,796, compared to $27,950,609 at December 31, 2025. Net cash used in operating activities was $7,939,909

for the six months ended June 30, 2026. Total current liabilities declined to $1,721,003 from $3,329,237 at December 31, 2025, driven

principally by the reduction of related-party payables to $237,292 from $1,648,945. The Company had no outstanding indebtedness for borrowed

money at June 30, 2026. Additional information regarding the Company’s liquidity, capital resources, and going-concern considerations

is set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Conference

Call Information

AIxCrypto

Holdings will host a conference call on Friday, August 7, 2026, at 7:30 PM Eastern Time to discuss its second quarter 2026 results. The

call will be hosted by Jerry Wang, Chief Executive Officer, and Jay Sheng, President and Chief Financial Officer. Dial-in: 1-877-407-9716

or 1-201-493-6779. Webcast: https://callme.viavid.com/viavid/?$Y2FsbG1lPXRydWUmcGFzc2NvZGU9MTM3NTk1MzMmaD10cnVlJmluZm89Y29tcGFueSZyPXRydWUmQj02.

A replay will be available on the Company’s investor relations website.

About

AIxCrypto Holdings, Inc.

AIxCrypto

Holdings, Inc. (Nasdaq: AIXC) is a Nasdaq-listed technology company building a three-layer architecture spanning the infrastructure,

protocol, and application layers. Through the convergence of AI Agents and Embodied AI (EAI) devices, AIXC is developing technology intended

to enable heterogeneous intelligent entities—robots, smart vehicles, and other edge devices—to autonomously discover, collaborate,

and execute tasks with one another without centralized intermediaries, driving the advancement of the Silicon Economy.

FORWARD-LOOKING

STATEMENTS

This

communication — including any presentation, press release, investor materials or other document of which it forms a part (this

“Communication”) — contains “forward-looking statements” within the meaning of the “safe harbor”

provisions of the Private Securities Litigation Reform Act of 1995, as amended, and other securities laws, regarding AIxCrypto Holdings,

Inc. (“AIxCrypto,” the “Company,” “us,” “our,” or “we”) and our industry.

All statements, whether written or oral, other than statements of historical fact — including any financial projections and any

statements regarding future events, our strategy, plans, objectives, expectations, or anticipated actions or results — are forward-looking

statements. You can often identify forward-looking statements by words such as “may,” “might,” “will,”

“shall,” “should,” “expects,” “plans,” “anticipates,” “could,”

“intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,”

“predicts,” “potential,” “goal,” “objective,” “seeks,” “likely,”

or “continue,” or the negative of these terms or other similar expressions; the absence of these words does not mean a statement

is not forward-looking. These statements reflect our current expectations and projections about future events as of the date of this

Communication and are necessarily based on estimates and assumptions that, while considered reasonable by management, are inherently

uncertain. AIxCrypto can give no assurance that such forward-looking statements or financial projections will prove to be correct.

Actual

results may differ materially from those expressed or implied by these forward-looking statements as a result of numerous risks and uncertainties,

both general and specific, including, but not limited to: business, economic, market and capital-market conditions; the heavily regulated

industry in which we operate; current or future laws or regulations and new interpretations of existing laws or regulations; the inherent

volatility and regulatory uncertainty associated with digital assets and cryptocurrencies; evolving money-transmission, payments and

digital-asset regulatory requirements applicable to our payment and settlement arrangements; risks associated with the early-stage and

beta nature of our operations, including our dependence on third-party merchants and service providers and our ability to scale our platform;

risks related to our expansion into new markets, jurisdictions, services and operating modalities, including aerial and unmanned aircraft

operations, and the regulatory approvals and clearances required for such operations; changes in market demand for, and the pricing of,

our products and services; our relationships with our customers and business partners; our ability to successfully define, design and

release new products in a timely manner that meet our customers’ needs; competition in our industry; the failure of counterparties

to perform their contractual obligations; systems, network, telecommunications or service disruptions, failures or cyber-attacks; our

ability to obtain additional financing on reasonable terms or at all; litigation costs and outcomes; our ability to maintain and enforce

our intellectual property rights and to defend against third-party claims of infringement; our ability to attract, retain and motivate

qualified personnel; and our ability to manage our growth. This list of factors is not exhaustive. Additional risks and uncertainties

are described more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual

Report on Form 10-K for the year ended December 31, 2025 and our subsequent filings, which are available on the SEC’s website at

www.sec.gov.

The

forward-looking statements in this Communication speak only as of the date hereof. Except as required by law, neither AIxCrypto nor any

other person undertakes any obligation to update or revise any forward-looking statement or financial projection set out herein, whether

as a result of new information, future events or otherwise. This Communication is provided for informational purposes only, does not

constitute investment, tax or legal advice or any investment recommendation, and does not take into account the investment objectives

or financial situation of any person. AIxCrypto reserves the right to amend or replace the information contained herein, in whole or

in part, at any time, and undertakes no obligation to notify any recipient thereof. Readers are cautioned not to place undue reliance

on these forward-looking statements. This caution is made under, and these forward-looking statements are intended to be covered by,

the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

Investor

Relations Contact

AIxCrypto

Holdings, Inc.

Email:

IR@aixcrypto.ai

Phone:

+1 (760) 452-8111

AIXCRYPTO

HOLDINGS, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months

Ended

Three Months

Ended

Six Months

Ended

Six Months

Ended

June 30,

2026

2025

2026

2025

Revenue

—

Expenses

General and administrative

$ 2,868,537

$ 1,394,932

$ 6,416,390

$ 3,889,464

Sales and marketing

85,715

—

723,937

—

Research and development

5,073

17,815

10,145

50,982

Credit loss expense – short-term note receivable

—

271,000

142,574

468,000

Total expenses

2,959,325

1,683,747

7,293,046

4,408,446

Loss from operations

(2,959,325 )

(1,683,747 )

(7,293,046 )

(4,408,446 )

Total other expense (income), net

1,228,280

1,670

2,973,575

(76,893 )

Loss before provision for income taxes

(4,187,605 )

(1,685,417 )

(10,266,621 )

(4,331,553 )

Provision for income taxes

—

Net loss

(4,187,605 )

(1,685,417 )

(10,266,621 )

(4,331,588 )

Deemed dividend arising from warrant down-round provision

—

(1,586 )

—

(1,586 )

Net loss attributable to AIxCrypto Holdings, Inc.

$ (4,187,605 )

$ (1,687,003 )

$ (10,266,621 )

$ (4,333,174 )

Net loss per common share, basic and diluted

$ (0.21 )

$ (1.00 )

$ (0.73 )

$ (2.76 )

Weighted-average shares outstanding, basic and diluted

20,286,192

1,683,881

14,030,150

1,570,925

Components

of total other expense (income), net are set forth in the Company’s Form 10-Q for the quarter ended June 30, 2026.

CONDENSED

CONSOLIDATED BALANCE SHEET DATA (UNAUDITED)

June 30, 2026

December 31, 2025

Cash and cash equivalents

$ 577,328

$ 19,332,707

Digital assets

5,212,903

10,250,497

Total current assets

6,337,008

30,954,770

Total assets

7,402,799

31,279,846

Total current liabilities

1,721,003

3,329,237

Parent company equity held at cost

(12,002,192 )

—

Accumulated deficit

(150,294,071 )

(140,027,450 )

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dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

dei_EntityAddressesAddressTypeAxis=dei_FormerAddressMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: