Monitor conversion activity by Streeterville Capital and the resulting dilution. The variable pricing structure creates a headwind for the stock as conversions increase. Watch for potential Nasdaq compliance issues given the recent reverse splits and fragile market capitalization.
Price Chart
Executive Summary
Xiao-I Corp filed a prospectus supplement to register up to $3,250,000 in ADSs issuable upon conversion of a convertible promissory note issued to Streeterville Capital on April 29, 2026. The note has a variable conversion price set at 90% of the lowest daily VWAP over the prior 10 trading days minus $0.05, meaning more shares will be issued if the stock price declines. The company received $3.0 million in gross proceeds (net ~$2.99M after discounts and expenses) for working capital, but the dilutive structure and company's history of repeated convertible financings signal continued financial distress.
Key Facts
- Convertible note principal: $3,250,000; purchase price: $3,000,000 (includes $240,000 OID and $10,000 transaction expenses).
- Variable conversion price: 90% of the lowest daily VWAP over the prior 10 trading days minus $0.05.
- Note matures April 29, 2027, bears 6% interest (18% default rate), and is unsecured.
- 8,503,369 ordinary shares were already issued as pre-delivery shares in connection with the transaction.
- Net proceeds of ~$2.99M will be used for working capital and general corporate purposes.
- Company had an accumulated deficit of $226.6 million as of December 31, 2025.
- Prior convertible notes issued in 2024 and 2025 have been converted in full.
- Nasdaq has previously flagged non-compliance with minimum bid price and market value of publicly held shares; recent reverse splits (1:9 in Aug 2024, 1:20 in May 2026) were required to regain compliance.
Financial Impact
Up to $3.25M in ADSs may be issued at a variable discount to market; actual number of shares uncertain but could be substantial if stock price declines.
Risk Factors
- Significant dilution risk due to variable conversion price that increases as stock price falls.
- Nasdaq delisting risk if bid price falls below $1.00 again within 12 months of May 2026 reverse split.
- Continued reliance on dilutive financing suggests ongoing cash burn and limited access to traditional capital.
- PRC regulatory risks associated with VIE structure and potential CSRC/cybersecurity issues.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001213900-26-060946 |
| Document: 0001213900-26-060946-index-headers.html | 0001213900-26-060946 |
| Document: 0001213900-26-060946-index.html | 0001213900-26-060946 |
| Document: 0001213900-26-060946.txt | 0001213900-26-060946 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 3, 2026 29d ago | 6-K | $0.4840 $1.81 | ▼ −273.97% | ▼ −275.15% | $1.22 (−151.03%) |
Aug 26, 2026 5w ago | 6-K | $0.8050 $2.04 | ▼ −153.42% | ▼ −152.21% | $1.22 (−50.93%) |
Aug 26, 2026 5w ago | 424B5 | $0.8050 $2.04 | ▼ −153.42% | ▼ −152.21% | $1.22 (−50.93%) |
Aug 20, 2026 6w ago | Press Release | $0.5601 $2.09 | ▼ −273.15% | ▼ −273.15% | $1.22 (−116.93%) |
Jun 30, 2026 13w ago | 424B5 | $1.84 $1.14 | ▲ +38.04% | ▲ +37.02% | $1.22 (+33.97%) |
Jun 30, 2026 13w ago | 6-K | $1.84 $1.14 | ▲ +38.04% | ▲ +37.02% | $1.22 (+33.97%) |
Jun 3, 2026 17w ago | 6-K | $10.03 $1.89 | ▼ −81.16% | ▼ −80.16% | $1.22 (−87.89%) |
May 26, 2026 18w ago | 424B5 | $14.40 $2.50 | ▲ +82.64% | ▲ +80.69% | $1.22 (+91.56%) |
May 15, 2026 20w ago | 20-F | $11.33 $7.41 | ▲ +34.60% | ▲ +36.18% | $1.22 (+89.28%) |
May 7, 2026 21w ago | 6-K | $14.46 $8.85 | ▲ +38.80% | ▲ +39.61% | $1.22 (+91.60%) |
US Market Status
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