Expect heavy selling pressure as Streeterville converts and sells ADSs at deep discounts under the variable price formula. The company is effectively financing survival through toxic convertibles at an accelerating pace, with no indication of a turn in fundamentals. Any relief rally should be faded. Watch for the next Nasdaq non-compliance notice or further dilutive filings.
Price Chart
Executive Summary
Xiao-I Corp raises $4M (net) via a $4.33M convertible note to Streeterville Capital, with a severe variable conversion price set at 90% of the lowest 10-day VWAP. This is the third dilutive convertible financing in recent months, layered on a catastrophic FY2025 revenue collapse of 82.5% to $12.33M, a net loss of $101.83M, and an accumulated deficit of $226.56M, with management expressing going-concern doubt. Nasdaq delisting risk persists due to failure to maintain minimum market value of publicly held shares.
Key Facts
- Xiao-I entered a $4,330,000 convertible promissory note with Streeterville Capital on August 26, 2026, with an OID of $320,000 and $10,000 in transaction expenses, netting $4,000,000.
- Conversion price is 'Market Price less $0.05', where Market Price = 90% multiplied by the lowest daily VWAP in the prior 10 trading days — a deeply dilutive variable-rate structure.
- Note matures 12 months from the purchase price date, carries 6% simple interest, and is unsecured.
- The 424B5 filed the same day registers the ADSs issuable upon conversion, confirming the offering is registered.
- FY2025 annual report (20-F, May 2026) showed revenue crashed 82.5% to $12.33M from $70.31M, net loss ballooned to $101.83M, accumulated deficit of $226.56M, and management expressed substantial doubt about going concern.
- Nasdaq non-compliance: the company fails to meet the $15M minimum market value of publicly held shares requirement.
- Market cap is approximately $4M as of the filing date.
Financial Impact
Net proceeds of $4M from the convertible note; incremental severe dilution from variable-price conversion structure; prior FY2025 revenue decline of 82.5% to $12.33M and net loss of $101.83M
Risk Factors
- Relentless dilution from variable-rate convertible issuance with no floor price.
- Going-concern risk: $226.56M accumulated deficit, negative operating cash flow, and severe revenue decline.
- Nasdaq delisting likely given the $4M market cap and failure to meet minimum market value of publicly held shares.
- Multiple debt lawsuits and repeated reverse ADS splits signal terminal distress.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 6-K Filing (Primary) | 0001213900-26-093894 |
| Document: 0001213900-26-093894-index-headers.html | 0001213900-26-093894 |
| Document: 0001213900-26-093894-index.html | 0001213900-26-093894 |
| Document: 0001213900-26-093894.txt | 0001213900-26-093894 |
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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