Business Context and Reporting Period
This Form 6-K filing by Xiao-I Corp covers the month of June 2026. The report details the entry into a Securities Purchase Agreement (SPA) with an institutional investor and the anticipated closing of the transaction on or about June 30, 2026.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The specific financial metrics disclosed relate solely to the new financing transaction:
- Convertible Note Principal: $2,170,000
- Pre-delivery Shares: 325,000 ADSs
- Original Issue Discount: $160,000
- Transaction Expenses: $10,000
- Total Purchase Price: $2,000,000
Material Changes
The primary material change is the execution of the SPA on June 29, 2026, which results in the issuance of unsecured convertible debt and equity. The filing does not provide comparative financial data against prior periods to assess changes in operating performance.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or a discussion of general business risks. The transaction is subject to the satisfaction or waiver of applicable closing conditions. The description of the SPA is qualified by reference to the full text of the documents furnished as exhibits.
Investor Verification Checklist
- Verify the final closing date and confirmation of fund receipt.
- Review the full text of the Convertible Promissory Note (Exhibit 4.1) for conversion terms, interest rates, and maturity dates.
- Examine the Securities Purchase Agreement (Exhibit 10.1) for specific closing conditions and covenants.
- Confirm the impact of the 325,000 pre-delivery ADSs on existing share count and dilution.