Business Context and Reporting Period
This Form 8-K, filed on February 17, 2026, reports material definitive agreements and executive appointments for Aixcrypto Holdings, Inc. (AIXC). The report covers events primarily effective as of October 2, 2025, and September 29, 2025, detailing the engagement of a Chief Advisor and the formalization of employment terms for the Co-Chief Executive Officers and Chief Financial Officer.
Key Financial Metrics and Compensation Obligations
The filing does not provide revenue, profit, cash flow, or debt metrics. Instead, it outlines significant future compensation liabilities and cash outflows associated with new executive and advisory contracts:
- Chief Advisor (Yueting Jia): Fixed annual fee of $500,000; target performance fee of $500,000; one-time engagement fee of $300,000 (payable in two installments); and annual equity grants (RSUs and PSUs) with a combined target value of $3.0 million.
- Co-CEO (Jiawei Wang): Annual base salary of $300,000; one-time cash advance of $200,000 (vesting over 36 months); and eligibility for annual bonuses and equity awards.
- Co-CEO (Kevin Richardson): Base salary of $234,000; additional monthly fee of $4,500 (retroactive to Oct 1, 2025); and existing weekly consultancy fee of $4,500.
- CFO (Koti Meka): Annual base salary of $150,000; discretionary bonus up to $70,000; and annual equity grants with a target value of $200,000.
Material Changes and Agreements
The filing discloses the entry into several material agreements effective retroactively to October 2025:
- Advisor Agreement: Engagement of Yueting Jia as Chief Advisor for a 36-month term to support the "dual flywheel" growth strategy (RWA, EAI, AI Agents). Includes clawback provisions for the engagement fee if terminated early.
- Co-CEO Employment (Jiawei Wang): Formalized a 4-year renewable employment agreement with severance provisions including 12 months of base salary and accelerated equity vesting upon termination without cause.
- Stay Letter Amendment (Kevin Richardson): Expanded Mr. Richardson's role to include primary oversight of the Pharmaceutical business and increased compensation. Confirmed commitment to remain in the Co-CEO role through March 31, 2026.
- CFO Employment (Koti Meka): Established a fractional, part-time CFO role (20% time commitment) while maintaining full-time employment with Faraday Future.
Outlook, Risks, and Contingencies
Management Commentary and Strategy: The company is pursuing a "dual flywheel" growth strategy focusing on Real World Assets (RWA), Embodied Artificial Intelligence (EAI), BesTrade AI Agents, and Web 3 AI Devices. The new advisory and executive roles are designed to drive these specific business pillars.
Risks and Contingencies:
- Clawback Provisions: Both the Advisor and Co-CEO (Wang) agreements include clauses requiring repayment of unvested engagement fees or cash advances if employment is terminated voluntarily or for cause prior to the end of the term.
- Severance Liability: Significant cash and equity acceleration liabilities exist if the Co-CEOs are terminated without cause or for good reason.
- Conflict of Interest: The CFO maintains full-time employment with Faraday Future, requiring careful management of fiduciary duties.
- Performance Hurdles: A portion of the Advisor's compensation (PSUs) is contingent on specific performance hurdles to be finalized by the Board.
Investor Verification Checklist
- Verify the company's current cash position to ensure it can meet the immediate $300,000 engagement fee and ongoing monthly cash compensation obligations.
- Review the specific performance hurdles for the Advisor's PSUs and the Co-CEO's bonus targets, as these are not detailed in the summary.
- Assess the potential dilution impact of the $3.2 million in annual equity grants (Advisor + CFO) and the Co-CEO's equity awards.
- Confirm the status of the "Pharmaceutical business" oversight assigned to Kevin Richardson, as this represents a potential new or expanded business line.
- Monitor the relationship with Faraday Future, given the shared executive leadership (Co-CEOs and CFO) and the origin of the Stay Letter Agreement.