1 Entry into a Material Definitive Agreement.

 

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

 

On June 16, 2026, AIxCrypto Holdings, Inc., a Delaware corporation (the "Company") entered into a common shares purchase agreement (the "Purchase Agreement") with Gold King Arthur Holding Limited, a Hong Kong limited liability company (the "Purchaser") pursuant to which the Company agreed to sell and issue to the Purchaser in a private placement offering (the "Offering") up to the lesser of (i) $50,000,000 in aggregate gross purchase price of duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company, par value $0.001 per share (the "Common Shares") and (ii) 19.99% of the voting power of the Common Shares issued and outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), as adjusted pursuant to the terms of the Purchase Agreement. The Exchange Cap will not apply if and when the Company obtains shareholder approval for issuances in excess thereof in accordance with the applicable rules of the Nasdaq Capital Market.

 

The Common Shares are being offered in reliance upon the exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws. The issuance of the Common Shares has not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

The Company intends to use the net proceeds from the Offering for the purposes set forth in the Prospectus included in the Registration Statement (as defined below) and any Prospectus Supplement thereto filed pursuant to the Purchase Agreement.

 

Under the Purchase Agreement, upon the satisfaction of certain conditions, the Company may, at its sole discretion, direct the Purchaser to purchase Common Shares by delivering VWAP Purchase Notices from time to time during the investment period. The purchase price per share for each VWAP Purchase is equal to 93% of the lowest daily volume-weighted average price during the three consecutive Trading Days consisting of the applicable VWAP Purchase Date and the two Trading Days immediately preceding such date. The Purchaser is entitled to retain a draw fee equal to 3.0% of the gross purchase amount for each VWAP Purchase as a transaction fee, with the remaining 97% paid to the Company as the net settlement amount.

 

In addition, the Company paid to the Purchaser a one-time, non-refundable upfront fee of $100,000 upon execution of the Purchase Agreement.