Form 8-K

8-K — AI Financial Corp

Accession: 0001493152-26-028049

Filed: 2026-06-10

Period: 2026-06-10

CIK: 0000862861

SIC: 6221 ()

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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) June 10, 2026 (June 10, 2026)

FINANCIAL CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

000-19621

41-1454591

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

8548

Rozita Lee Avenue, Suite 305

Las

Vegas, NV

89113

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code 800-400-2247

(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)

AIFC

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. ☐

Section

7 – Regulation FD

Item

7.01 Regulation FD Disclosure.

a press release dated June 10, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report, AI Financial Corporation (the

“Company,” “we,” and “our”) disclosed that the 3,321,690,994 WLFI tokens1 that it holds

can provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it

to stake in connection with the WLF Protocol, and for it to use in a lending transaction.2 Further, these tokens are expected

to become fully transferable on August 12, 2026, pursuant to the original terms governing such holdings. The Company’s other 3,583,585,650

WLFI tokens remain subject to a 12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable

on August 12, 2026, pursuant to the original terms governing such holdings.3

Based

on the current market value of the Company’s WLFI token holdings, the first portion represents in excess of US$180 million4

of digital assets available to support the Company’s strategic initiatives, liquidity requirements, and growth objectives.

Management

believes that the availability for use of a substantial portion of the Company’s WLFI token holdings materially strengthens the

Company’s liquidity profile and addresses a significant factor underlying the going concern disclosure contained in the Company’s

most recent Quarterly Report on Form 10-Q. Based on information currently available to management, the Company believes it possesses

sufficient liquidity and financial resources to fund its anticipated operations and satisfy its obligations for at least the next 12

months. Accordingly, management’s current belief is that the conditions that gave rise to the previously disclosed substantial

doubt regarding the Company’s ability to continue as a going concern have been substantially mitigated.

The

Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market

prices5, with more than US$180 million presently represented by available holdings.

1 The

number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral

for the Company’s previously disclosed loan from WLFI, which tokens will be returned

to the Company at the time of repayment of principal and accrued interest.

2 Availability

is subject to the conditions in an ancillary agreement with WLFI, which are substantially

similar to the three criteria described above.

3 The

lapse in restrictions is also subject to the effectiveness of a registration statement to

provide for the resale of shares of the Company’s common stock that the Company issued

to WLFI at the closing of the August 2025 transaction, the shares of the Company’s

common stock underlying the pre-funded warrants that the Company granted to WLFI at that

closing, and the shares of our common stock underlying the “Lead Investor” warrants

that we granted to WLFI at that closing.

4 Based

on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m.

EDT on June 9, 2026.

5 Based

on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m.

EDT on June 9, 2026.

The

information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1, is being furnished to the

U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall

not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

as shall be expressly set forth by a specific reference in such filing.

Section

9 – Financial Statements and Exhibits

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated June 10, 2026.

104

Cover

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

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 hereunto duly authorized.

AI FINANCIAL CORPORATION

Date:

June 10, 2026

By:

/s/

Tony Isaac

Tony

Isaac

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Financial Provides Update on Removal of Going Concern, WLFI Holdings, and Financial Flexibility

WLFI

Holdings Valued at Approximately US$380 Million1

Company Continues to View WLFI as a Strategic Balance Sheet Asset

LAS

VEGAS – June 10, 2026 – AI Financial Corporation (NASDAQ: AIFC) (FRA: 5AR1) (“AiFi” or the “Company”),

a fintech company providing blockchain-powered payment, trading, and settlement infrastructure for digital assets, today announced enhancements

to the Company’s liquidity position.

its Current Report on Form 8-K filed today, the Company disclosed that 3,321,690,994 WLFI tokens2 held by the Company can

provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it to

stake in connection with the WLF Protocol, and for it to use in a lending transaction.3 Further, these tokens are expected

to become fully transferable on August 12, 2026, pursuant to the original terms governing such holdings. The Company’s other 3,583,585,650

WLFI tokens remain subject to a 12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable

on August 12, 2026, pursuant to the original terms governing such holdings.4

Based

on the current market value of the Company’s WLFI token holdings, the first portion represents in excess of US$180 million5

of digital assets available to support the Company’s strategic initiatives, liquidity requirements, and growth objectives.

Tony

Isaac, Chief Executive Officer of AI Financial Corporation, commented: “We believe it is important to provide our stockholders

with transparency regarding the strength and liquidity of our balance sheet. Approximately half of our WLFI holdings are currently available

for our use, which provides the Company with significant financial flexibility and strategic alternatives. Importantly, availability

for use should not be interpreted as an intention by the Company to sell these holdings. We continue to view our WLFI tokens as a strategic

balance sheet asset and remain committed to preserving our long-term exposure to their potential value creation.”

Isaac

continued, “As previously disclosed, the Company may choose to leverage its digital asset holdings in a variety of ways, including

as collateral for financing, to support strategic initiatives, or through other capital-efficient structures designed to enhance stockholder

value, while maintaining ownership exposure. We remain committed to a disciplined capital allocation strategy focused on maximizing long-term

stockholder returns, while supporting the continued growth of our operating businesses and strategic initiatives.”

Management

believes that the availability for use of a substantial portion of the Company’s WLFI token holdings materially strengthens the

Company’s liquidity profile and addresses a significant factor underlying the going concern disclosure contained in the Company’s

most recent Quarterly Report on Form 10-Q. Based on information currently available to management, the Company believes it possesses

sufficient liquidity and financial resources to fund its anticipated operations and satisfy its obligations for at least the next 12

months. Accordingly, management’s current belief is that the conditions that gave rise to the previously disclosed substantial

doubt regarding the Company’s ability to continue as a going concern have been substantially mitigated.

The

Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market

prices, with more than US$180 million presently represented by available holdings.

1 Based

on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m.

EDT on June 9, 2026.

2 The

number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral

for the Company’s previously disclosed loan from WLFI, which tokens will be returned

to the Company at the time of repayment of principal and accrued interest.

3 Availability

is subject to the conditions in an ancillary agreement with WLFI, which are substantially

similar to the three criteria described above.

4 The

lapse in restrictions is also subject to the effectiveness of a registration statement to

provide for the resale of shares of the Company’s common stock that the Company issued

to WLFI at the closing of the August 2025 transaction, the shares of the Company’s

common stock underlying the pre-funded warrants that the Company granted to WLFI at that

closing, and the shares of our common stock underlying the “Lead Investor” warrants

that we granted to WLFI at that closing.

5 Based

on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m.

EDT on June 9, 2026.

About

AI Financial Corporation

Financial Corporation (NASDAQ: AIFC)(FRA: 5AR1) is a fintech company providing global payments, trading, and settlement infrastructure

for digital assets, including solutions that support crypto-to-fiat and fiat-to-crypto transactions. Built on infrastructure that has

processed more than $8 billion in cumulative transaction volume since inception, AiFi serves institutional and enterprise clients across

the evolving digital financial ecosystem. The Company is focused on expanding its platform capabilities to support emerging forms of

financial activity, including tokenization, software-driven financial systems, and AI-enabled applications and autonomous transaction

infrastructure.

Forward-Looking

Statements

This

press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of

1995 and other applicable securities laws. Forward-looking statements generally relate to future events or the Company’s future

financial or operating performance and may include statements regarding the Company’s WLFI token holdings, the expected transferability

of such holdings, the potential use of WLFI tokens as collateral, for staking or in lending-related arrangements, the Company’s

liquidity position and financial flexibility, the Company’s ability to fund anticipated operations and satisfy obligations for

at least the next 12 months, the Company’s assessment of conditions related to its previously disclosed going concern disclosure,

the Company’s strategic direction, and potential future initiatives.

some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,”

“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”

“estimate,” “potential,” “continue,” or the negative of these terms or other comparable terminology.

These statements are based on management’s current expectations, assumptions, and beliefs, and are subject to a number of risks,

uncertainties, and other factors that could cause actual results to differ materially from those described in the forward-looking statements.

These

risks and uncertainties include, but are not limited to: volatility in the market price of WLFI tokens and other digital assets; limitations

on the transferability, pledgeability, staking, lending or other use of the Company’s WLFI token holdings; the availability and

terms of any financing or other liquidity arrangements involving WLFI tokens; risks related to digital asset custody, collateralization,

staking, lending, counterparty arrangements and protocol operations; the effectiveness of any registration statement or other conditions

related to the transferability of the Company’s WLFI token holdings; the availability of capital to support future development;

the Company’s ability to develop, acquire, or integrate new technologies; the Company’s ability to execute on its strategy

under its new corporate identity and ticker symbol; changes in market conditions; regulatory developments affecting the Company’s

business; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including

its most recent Annual Report on Form 10-K and subsequent filings.

Forward-looking

statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking

statements, whether as a result of new information, future events, or otherwise, except as required by law.

Investor

Relations

Gateway Group, Inc.

Phone: +1 (949) 574-3860

Email: AIFC@gateway-grp.com

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