Form 8-K

8-K — AIxCrypto Holdings, Inc.

Accession: 0001493152-26-013224

Filed: 2026-03-27

Period: 2026-03-24

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)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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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): March 24, 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.)

5857

Owens Avenue, Suite 300

Carlsbad,

California

92008

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

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

(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

March 24, 2026, the Company issued a press release announcing its financial and operational results for the fiscal year ended December

31, 2025, and an investor webcast that occurred on March 24, 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 March 24, 2026.

99.2

Investor Presentation dated March 24, 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:

March 27, 2026

By:

/s/

Koti Meka

Name:

Koti

Meka

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

AIxCrypto

Holdings Reports Full Year 2025 Financial Results; Highlights Transformational Pivot to AI and Blockchain Infrastructure

LOS

ANGELES, CA (March 24, 2026) /PRNewswire/ — AIxCrypto Holdings, Inc. (NASDAQ: AIXC, or the “Company”), today reported

financial results for the fiscal year ended December 31, 2025 — its inaugural annual earnings release following its transformation

from a clinical-stage biopharmaceutical company into an AI and blockchain-enabled digital infrastructure company spanning Real World

Asset (RWA) tokenization, AI agents and Embodied AI (EAI) blockchain ecosystems, connecting Web2 and Web3.

Fiscal

year 2025 was principally a period of strategic repositioning, capital formation, and platform development. The Company closed a $41.0

million private placement, rebranded from Qualigen Therapeutics, Inc. to AIxCrypto Holdings, Inc. in November 2025, assembled an entirely

new executive leadership team, and began building infrastructure for its Real World Asset tokenization, AI agents and Embodied AI blockchain

ecosystem businesses, enabling intelligent devices such as robots, smart vehicles, and drones to autonomously collaborate and execute

tasks through Agents, and driving the silicon-based economy from concept to reality.

Management’s

complete discussion of results and risks is contained in the Annual Report on Form 10-K to be filed shortly with the Securities and Exchange

Commission.

FISCAL

YEAR 2025 HIGHLIGHTS

Strategic

Repositioning and Capital Formation

● Completed

$41.0 million PIPE financing: In September 2025, the Company consummated a subscription

agreement with investors including Faraday Future Intelligent Electric Inc. (NASDAQ: FFAI)

as lead investor, strengthened the Company’s balance sheet.

● Rebrand

and Nasdaq debut: On November 20, 2025, the Company was officially renamed from Qualigen

Therapeutics, Inc. to AIxCrypto Holdings, Inc. and began trading on the Nasdaq Capital Market

under the ticker symbol AIXC.

● New

executive leadership team: Concurrent with the PIPE closing, a new management team was

appointed, including Co-Chief Executive Officer Jerry Wang and Chief Financial Officer Koti

Meka, combining Web2 and Web3 expertise.

Platform

and Ecosystem

● Development

of the AI Agent & EAI blockchain ecosystem: the Company completed the initial strategic

planning of the AI Agent and EAI ecosystem together with the AIXC Foundation, and completed

the planning and initial setup of the AI Agent & EAI ecosystem, including:

Application

layer – completed the early-stage build of AIxC Hub and general AI Agent ecosystem

applications;

Protocol-device

layer – built the foundational platform for on-chaining robotic EAI devices;

Infrastructure

layer – completed planning of the technical direction.

● Advancement

of Real World Asset (RWA) business: RWA is the first business line the Company is bringing

to market in 2026, with two tracks advancing in parallel:

● Equity

tokenization – deployed $10 million in February 2026 into FFAI stock, which the AIXC

ecosystem intends to explore as an underlying asset for future on-chain equity tokenization

frameworks. This transaction has been reviewed and approved by the Audit Committee as a related-party

transaction;

● Real

estate loan tokenization – established a strategic partnership with Pinnacle Real Estate

Group, aiming to build the first end-to-end online real estate loan ecosystem, improving

the liquidity and execution efficiency of loan assets, and sharing returns. Strategic

partnerships and ecosystem expansion:

BitMart:

launched a co-branded prepaid card, enabling real-world daily consumption use cases for crypto assets. BitMart is a top 20 global cryptocurrency

exchange with over 12 million registered users. We partnered with BitMart to launch a co-branded virtual prepaid card, allowing users

to use digital assets for everyday shopping and online payments. This is our first product extending Web3 capabilities into real-world

consumption scenarios.

Sei

Foundation: partnered with a high-performance Layer 1 to support EAI, DePIN, and real-time on-chain application development. Sei is currently

the fastest EVM Layer-1 blockchain, with sub-second finality. We have established a strategic technology partnership with the Sei Development

Foundation, with Sei providing high-performance blockchain infrastructure support for the AIXC mobility and EAI robotics ecosystem.

● AIxC

Hub launched: The Company’s primary user gateway launched formally in January 2026,

surpassing 5,835,615 registered wallets and 1,392,427 daily active participants (as of March

16, 2026). The platform functions as a behavioral data engine, capturing real-time human

decision-making patterns to train the Company’s Embodied AI models.

● Governance

and compliance: The Company established governance, compliance, and financial reporting

systems consistent with Nasdaq standards during the fourth quarter of 2025, including independent

board oversight and Audit Committee protocols for related-party transactions.

FINANCIAL

SUMMARY — FISCAL YEAR ENDED DECEMBER 31, 2025

Results

of Operations

of December 31, 2025, the company reported approximately $31 million in total assets, including approximately $19 million in cash and

cash equivalents, and total liabilities of approximately $3 million, resulting in stockholders’ equity of approximately $28 million.

The Company believes its existing cash and cash equivalents provide adequate liquidity to support its current operating plans and ongoing

investments in digital asset and AI-enabled infrastructure initiatives.

During

2025, the Company undertook a strategic transformation of its business and strengthened its capital position through financing activities

that generated aggregate gross proceeds of approximately $42 million, which supported its transition toward digital asset platform development

and related technology initiatives. In addition, the Company commenced development of a digital asset treasury, which as of year-end

consisted of holdings across several major cryptocurrencies with an aggregate fair value of approximately $10 million, as disclosed in

the Company’s Annual Report on Form 10-K.

Net

cash used in operating activities was $6,951,458 for 2025, compared to $6,327,503 in 2024. The operating burn reflects the transformation-period

G&A costs, partially offset by improvements in working capital.

2026

Outlook

Business

Positioning

AIxCrypto

is focusing on the integration and deployment of AI Agents and Embodied AI (EAI) devices, building a three-layer ecosystem covering infrastructure,

protocol-device, and applications, connecting Web2 and Web3, enabling intelligent devices such as robots, smart vehicles, and drones

to autonomously collaborate and transact through Agents, and driving the silicon-based economy from concept to reality.

Startegic

Direction

Looking

ahead, the Company’s strategic direction can be summarized in four points: First, pursuing cross-domain, non-consensus opportunities

by focusing on the key intersection of AI, blockchain, and real-world industries. Second, advancing a clear strategic blueprint by establishing

AIXC’s integrated infrastructure as the core growth path. Third, maintaining execution focus by driving user scale, deepening application

scenarios, and strengthening the critical connection between the physical and digital economies. Fourth, building a bridge between Web2

and Web3 by connecting AI agents and embodied AI (EAI).

Execution

Priorities

For

2026, management has established four key execution priorities. First, the Company intends to continue the development of the AI Agent

& EAI blockchain ecosystem. The three-layer architecture of the AI Agent and EAI ecosystem is the underlying framework supporting

the operation of the silicon-based economy. The first step is to build an ecosystem centered on the Agent economy. For it to truly run,

underlying infrastructure is required. AIXC provides the foundation for collaboration and value exchange between machines and between

Agents through our three-layer protocol ecosystem. Second, the Company plans to advance the development of its open platform for EAI

ecosystem applications. Through unified APIs, SDKs, and protocols, it connects the full chain of “device data/computing power/skills

— on-chain finality,” lowers the barriers to development and integration, attracts the first batch of developers and partners

to co-build the ecosystem, and establishes an open platform system with coordinated growth among users, developers, and the resource

supply side. Third, the Company expects to expand its RWA product offerings, including scaling its partnership with Pinnacle Real Estate

Group, advancing equity tokenization initiatives, and exploring additional asset categories. Fourth, the Company aims to continue growing

its ecosystem and platform adoption, with a goal of reaching approximately 100,000 monthly active users (MAU) across the AIxC ecosystem

by year-end (not including AIxC Hub).

Financial

Outlook

The

Company’s path to profitability is based on a structured progression of revenue growth, cost normalization, and operating leverage.

Revenue growth in 2026 is expected to be driven by EAI and AI Agent–enabled blockchain and real-world asset (RWA) activities. The

Company’s EAI–RWA three-layer architecture is intended to standardize onboarding, verification, and settlement processes,

which is designed to support increased transaction volumes while reducing marginal costs per transaction, thereby enhancing operating

leverage.

Fiscal

year 2025 included elevated expenditures associated with organizational buildout, compliance, and platform development. As the Company

progresses through 2026, these transition-related costs are expected to moderate, with operations supported by a more stable cost structure

and a disciplined capital allocation approach focused on initiatives with clearer near-term monetization potential. While the Company

cannot provide assurance as to the timing or achievement of profitability, management believes that increased transaction activity, improving

unit economics, and continued cost discipline are expected to support its path toward profitability.

EARNINGS

CONFERENCE CALL

AIxCrypto

Holdings will host a conference call to discuss its full year 2025 results. Participants will include Jerry Wang, Co-Chief Executive

Officer, and Koti Meka, Chief Financial Officer.

Date

and Time: Tue, Mar 24, 2026 7:30 PM EDT

Dial-In

(U.S.): 1-877-407-9751 or 1-201-689-845

Webcast:

https://viavid.webcasts.com/starthere.jsp?ei=1757497&tp_key=41e1ab805c

replay will be available for a limited period. Details will be provided on the Company’s investor relations website.

ABOUT

AIXCRYPTO HOLDINGS, INC.

AIxCrypto

Holdings Inc. (NASDAQ: AIXC) is a U.S.-Nasdaq listed company dedicated to building an ecosystem that integrates AI and blockchain while

bridging Web2 and Web3. The Company is advancing a three-layer architecture spanning the infrastructure, protocol, and application layers,

and is exploring development opportunities related to AI Agents, Embodied AI (“EAI”), Real-World Assets (“RWA”),

and related digital infrastructure. FFAI’s public filings indicate that it completed a strategic investment in AIxCrypto and obtained

a controlling position in 2025.

FORWARD

LOOKING STATEMENTS

This

press release contains “forward-looking statements”, including statements regarding AIxCrypto Holdings, Inc. (“AIxCrypto”)

within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All of the statements

in this press release, including financial projections, whether written or oral, that refer to expected or anticipated future actions

and results of AIxCrypto are forward-looking statements. In addition, any statements that refer to expectations, projections, or other

characterizations of future events or circumstances are forward-looking statements. These forward-looking statements reflect our current

projections and expectations about future events as of the date of this presentation. AIxCrypto cannot give any assurance that such forward-looking

statements and financial projections will prove to be correct.

The

information provided in this press release does not identify or include any risk or exposures of AIxCrypto that would materially and

adversely affect the performance or risk of the company. By their nature, forward-looking statements and financial projections involve

numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the

predictions, forecasts, projections and other forward-looking information will not occur, which may cause the Company’s actual

performance and financial results in future periods to differ materially from any estimates or projections of future performance or results

expressed or implied by such forward-looking statements and financial projections. Important factors that could cause actual results

to differ materially from expectations include, but are not limited to: business, economic and capital market conditions; the heavily

regulated industry in which AIxCrypto carries on business; current or future laws or regulations and new interpretations of existing

laws or regulations; the inherent volatility and regulatory uncertainty associated with cryptocurrency investments; legal and regulatory

requirements; market conditions and the demand and pricing for our products; 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; our ability

to attract, retain and motivate qualified personnel; competition in our industry; failure of counterparties to perform their contractual

obligations; systems, networks, telecommunications or service disruptions or failures or cyber-attack; ability to obtain additional financing

on reasonable terms or at all; litigation costs and outcomes; our ability to successfully maintain and enforce our intellectual property

rights and defend third party claims of infringement of their intellectual property rights; and our ability to manage our growth. Readers

are cautioned that this list of factors should not be construed as exhaustive.

All

information contained in this press release is provided as of the date of the press release issuance and is subject to change without

notice. Neither AIxCrypto, nor any other person undertakes any obligation to update or revise publicly any of the forward-looking statements

and financial projections set out herein, whether as a result of new information, future events or otherwise, except as required by law.

This is presented as a source of information and not an investment recommendation. This press release does not take into account nor

does it provide any tax, legal or investment advice or opinion regarding the specific investment objectives or financial situation of

any person. AIxCrypto reserves the right to amend or replace the information contained herein, in part or entirely, at any time, and

undertakes no obligation to provide the recipient with access to the amended information or to notify the recipient thereof.

Forward-looking

statements are often identified by words such as “may,” “could,” “would,” “might,” or

“will,” indicating possible future actions, events, or outcomes. These statements involve known and unknown risks, uncertainties,

and other factors that could cause actual results to differ significantly from what is expected. Actual results may differ materially

due to factors such as the ability to secure financing, complete transactions, meet exchange requirements, consumer demand, competition,

and unexpected costs. Given the uncertainties involved, readers should not place undue reliance on these statements. The Company disclaims

any intent or obligation to update these forward-looking statements beyond the date of this news release, except as required by law.

This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Investor

& Media Contact:

Investor

Relations Department

AIxCrypto

5857

Owens Avenue, Suite 300, Carlsbad, CA 92008

Tel:

+1 (760) 452-8111

Email:

IR@aixcrypto.ai

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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:

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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:

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Data Type:

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Balance Type:

Period Type:

duration