UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On July 29, 2026, AIxCrypto Holdings, Inc. (the “Company”), a Delaware corporation, entered into a Consulting Agreement (the “Agreement”) with Aibot US Operation Inc (“Aibot” or the “Consultant”), a Delaware corporation located at 21515 Hawthorne Blvd, Ste 420, Torrance, California 90503. The Agreement is effective as of July 16, 2026 (the “Effective Date”) and continues through July 15, 2027, unless extended by mutual written consent of the parties or terminated earlier in accordance with its terms.
Pursuant to the Agreement, Aibot will provide a consulting service team of four personnel to support the Company’s business operations, including finance (two personnel), capital markets (one personnel), and human resources/legal coordination (one personnel). The consulting team is generally required to provide onsite support five business days per week, except that one finance team member will operate on a hybrid schedule, which is reflected in a 20% fee discount for that arrangement.
The Company will pay Aibot a monthly consulting fee of $50,000, payable in semi-monthly installments upon receipt of invoices submitted on the 15th and last day of each month. Payment is due within 15 business days of the Company’s receipt of each invoice. In addition, the Company will reimburse Aibot for reasonable, documented out-of-pocket expenses incurred in connection with the services, subject to a $500 per month cap unless prior written approval is obtained from the Company.
Either party may terminate the Agreement upon not less than 15 days’ prior written notice. The non-breaching party may also terminate the Agreement on 24 hours’ notice in the event of a material breach by the other party. In addition, the Company may terminate the Agreement immediately upon a breach by Aibot of the confidentiality or non-solicitation provisions contained therein, and the Agreement may be terminated at any time by mutual written consent of the parties.
Aibot US Operation Inc is minority owned by Jerry Wang, who serves as the Company’s Chief Executive Officer and as a member of its Board of Directors. Mr. Wang also serves on Aibot’s board of directors. As a result, the Agreement constitutes a related party transaction. The entry into the Agreement was reviewed and approved by the disinterested members of the Company’s Board of Directors and the Audit Committee of the Board of Directors, who determined that the terms of the Agreement are fair and reasonable to the Company and on terms no less favorable than could be obtained from an unaffiliated third party.
A copy of the Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement.
Forward-Looking Statements
This Current Report on Form 8-K contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated. Such forward-looking statements are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. 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, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy, and other future conditions as of the date of this Current Report on Form 8-K. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements as a result of factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent filings. 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 may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Consulting Agreement, dated July 29, 2026, between AIxCrypto Holdings, Inc. and Aibot US Operation Inc. | |
| 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: July 31, 2026 | By: | /s/ Jerry Wang |
| Name: | Jerry Wang | |
| Title: | Chief Executive Officer and Director | |
| (Principal Executive Officer) | ||