Business Context and Reporting Period
Company: Aixcrypto Holdings, Inc. (Nasdaq: QLGN)
Filing Type: Form 8-K (Current Report)
Report Date: November 18, 2025
Principal Office: Carlsbad, California
This filing addresses regulatory communications from the Nasdaq Stock Market LLC regarding listing compliance following a private placement transaction (PIPE Financing) that closed on September 29, 2025.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The only financial data disclosed relates to the September 29, 2025, capital raise:
- Total Capital Raised: $41,000,000 in cash.
- Securities Issued: 337,432 shares of Common Stock and 17,783 shares of Series B Convertible Preferred Stock.
- Purchase Prices: $2.246 per Common Stock share; $1,000 per Series B Stock share.
- Ownership Cap: Allocated such that no single purchaser exceeded 19.99% of outstanding Common Stock.
Material Changes and Regulatory Status
Nasdaq Non-Compliance Notification (Rule 5635(b)):
On November 18, 2025, Nasdaq notified the Company of a failure to comply with shareholder approval requirements for the PIPE Financing, which Nasdaq determined resulted in a change of control. This determination was based on significant changes in senior management and the Board of Directors following the financing, including:
- Resignation of three of five directors and appointment of a new independent member on September 26, 2025.
- Appointment of two new directors on October 2, 2025, one of whom is a Faraday Future board member and the other an affiliate executive, constituting 40% of the Board.
- Appointment of Jiawei Wang (Co-CEO) and Koti Meka (CFO) on October 2, 2025, both of whom hold executive roles at Faraday Future.
Resolution: Nasdaq determined that the Company had remediated the deficiency by obtaining majority shareholder approval prior to the Offering. The matter regarding Rule 5635(b) is closed.
Equity Rule Compliance (Rule 5550(b)(1)):
On November 19, 2025, Nasdaq confirmed the Company is in compliance with the Equity Rule for continued listing. However, the Company is subject to a "Panel Monitor" for one year. Failure to maintain compliance during this period will require a hearing before the Nasdaq Hearing Panel rather than a standard compliance plan.
Management Commentary and Risks
Management Dispute: The Company disputes Nasdaq's assertion that the appointment of Kevin Chen on September 26, 2025, was connected to the PIPE Financing.
Listing Risk: While currently compliant, the Company faces heightened scrutiny under the Panel Monitor status. Any future non-compliance with the Equity Rule will bypass the standard compliance plan process and necessitate a formal hearing to avoid delisting.
Investor Verification Checklist
- Verify the current status of the "Panel Monitor" and any specific reporting requirements associated with it.
- Confirm the extent of Faraday Future Intelligent Electric Inc.'s influence on the Board and executive management.
- Review the shareholder approval documentation referenced by Nasdaq to understand the remediation process.
- Monitor future filings for any updates on the Company's financial position, as this 8-K contains no operational financial data.