Business Context and Reporting Period
Company: Aixcrypto Holdings, Inc. (AIXC)
Filing Type: Form 8-K (Current Report)
Date of Report: May 12, 2026
Event: Entry into a Material Definitive Agreement (Note Purchase Agreement) with CABG Acquisition Corp.
Key Financial Metrics and Transaction Details
This filing reports a specific asset sale transaction rather than periodic financial performance. Key metrics related to the transaction include:
- Assets Sold: A "Note Package" comprising rights to a Secured Demand Promissory Note (principal approx. $4,771,142 at 18% interest), a Co-Development Note ($1,750,000 funding amount), and associated security interests in Marizyme, Inc. assets.
- Cash Consideration: $100,000.
- Equity Consideration: 4.99% membership interest in CABG Acquisition Corp.
- Contingent Consideration: 10% royalty on cumulative Net Revenue exceeding $20,000,000.
Note: The filing does not provide the Company's current revenue, profit, cash flow, margins, total debt, or liquidity positions.
Material Changes and Transaction Structure
The Company has agreed to sell, assign, and transfer all rights to the Note Package to the Buyer. This represents a material change in the Company's asset portfolio, converting a secured debt position in Marizyme, Inc. into cash, equity, and royalty rights.
- Closing Conditions: Closing occurs on a mutually agreed date; if not closed within 90 days of execution, either party may terminate without liability (absent material breach).
- Buyer Obligations: The Buyer committed to acquire and commercialize Marizyme's assets.
- Investor Rights: The Company retains customary preemptive rights and registration rights regarding the acquired membership interest.
Guidance, Outlook, and Risks
Outlook: The transaction is contingent on the Buyer's ability to commercialize Marizyme assets, which triggers the royalty payments. The Company will receive a minority stake in the Buyer entity.
Risks and Contingencies:
- Closing Risk: The transaction may not close if the 90-day window expires without mutual agreement.
- Performance Risk: Royalty payments depend on Net Revenue exceeding $20,000,000, which is contingent on the commercial success of the DuraGraft product.
- Liquidity Risk: The immediate cash inflow ($100,000) is significantly lower than the principal amount of the notes sold ($4.77M), suggesting the Company may be monetizing distressed or illiquid assets.
Investor Verification Checklist
- Verify the financial health and commercialization capability of CABG Acquisition Corp. and Marizyme, Inc.
- Review the full text of the Note Purchase Agreement (Exhibit 10.1) for definitions of "Net Revenue" and specific royalty calculation mechanics.
- Assess the impact of removing the $4.77M note receivable from the balance sheet on the Company's future earnings and liquidity.
- Confirm the status of the 90-day closing window and any potential termination clauses.