UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

AIxCrypto Holdings, Inc.

(Exact Name of Small Business Issuer as specified in its charter)

Delaware

001-37428

26-3474527

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1990 E. Grand Ave., El Segundo, CA 90245

(Address of principal executive offices) (Zip Code)

(760) 452-8111

(Registrant’s telephone number, including area code)

5857 Owens Avenue, Suite 300, Carlsbad, California 92008

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $.001 per share		AIXC		The Nasdaq Capital Market of The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of May 11, 2026, there were 20,234,993 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I.	Financial Information

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	3
	Condensed Consolidated Statement of Operations (Unaudited)	4
	Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flow (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34

PART II.	Other Information	35

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

AIXCRYPTO HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	(Unaudited)
	March 31,			December 31,
	2026			2025
ASSETS
Current assets
Cash and cash equivalents	$	6,201,121		$	19,332,707
Digital Assets		6,197,267			10,250,497
Prepaid investments – related party		10,000,000			-
Prepaid expenses and other current assets		701,368			1,028,506
Short-term notes receivable, net of allowance for credit losses of $4.7 million at March 31, 2026 and $4.6 million at December 31, 2025		385,428			343,060
Total current assets		23,485,184			30,954,770
Non-current assets
Intangible assets		406,149			314,727
Other assets - related party		10,349			10,349
Total non-current assets		416,498			325,076
Total Assets	$	23,901,682		$	31,279,846

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,476,668		$	1,259,944
Related Party Payable		447,958			1,648,945
Accrued expenses and other current liabilities		33,245			136,234
Warrant liabilities		72,218			141,878
Convertible debt		—			142,236
Total current liabilities		2,030,089			3,329,237
Commitments and Contingencies (Note 12)		-			-
Stockholders’ Equity
Preferred stock Series A-2, $0.001 par value; 7,000 shares authorized; 601 shares issued and outstanding as of March 31, 2026 and December 31, 2025		659,040			659,040
Preferred stock Series B, $0.001 par value; 500,000 shares authorized; 6,085 and 39,943 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		4,750,538			31,183,357
Preferred stock, value		4,750,538			31,183,357
Common stock, $0.001 par value; 225,000,000 shares authorized; 20,234,993 and 5,160,383 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		84,813			69,738
Additional paid-in capital		162,483,668			136,065,924
Accumulated deficit		(146,106,466	)		(140,027,450	)
Total Stockholders’ Equity		21,871,593			27,950,609
Total Liabilities & Stockholders’ Equity	$	23,901,682		$	31,279,846

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AIXCRPYTO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2026			2025
	For the Three Months Ended March 31,
	2026			2025
EXPENSES
General and administrative	$	3,547,853		$	2,494,532
Sales and Marketing		638,222			—
Research and development		5,072			33,167
Credit loss expense - short-term note receivable		142,574			197,000
Total expenses		4,333,721			2,724,699

LOSS FROM OPERATIONS		(4,333,721	)		(2,724,699	)

OTHER EXPENSE (INCOME), NET
Gain on change in fair value of warrant liabilities		(69,660	)		(39,224	)
Gain on change in fair value of convertible debt		(10,236	)		—
Impairment of intangible assets		182,619			—
Interest expense		—			73,615
Interest income		(303,010	)		(112,953	)
Net loss on digital assets		1,945,582			—
Total other expense (income), net		1,745,295			(78,562	)

LOSS BEFORE PROVISION FOR INCOME TAXES		(6,079,016	)		(2,646,137	)

PROVISION FOR INCOME TAXES		—			35

NET LOSS		(6,079,016	)		(2,646,172	)

Total net loss per common share, basic and diluted	$	(0.79	)	$	(1.82	)
Weighted-average number of shares outstanding, basic and diluted		7,704,597			1,456,714

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AIXCRYPTO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Equity
	Series A-2				Series B
	Convertible				Convertible										Additional					Total
	Preferred Stock				Preferred Stock						Common Stock				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2025		601	$	659,040	$	39,943		$	31,183,357			5,160,383	$	69,738	$	136,065,924	$	(140,027,450	)	$	27,950,609
Issuance of common stock for the conversion of Series B preferred shares		-		-		(33,858	)		(26,432,819	)		15,074,610		15,075		26,417,744		—			—
Net Loss		-		-		—			—			-		-		-		(6,079,016	)		(6,079,016	)
Balance at March 31, 2026		601		659,040		6,085			4,750,538			20,234,993		84,813		162,483,668		(146,106,466	)		21,871,593

	Shares			Amount			Shares		Amount		Capital		Deficit			Equity
	Series A-2
	Convertible										Additional					Total
	Preferred Stock						Common Stock				Paid-In		Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2024		6,256		$	5,716,400			736,431	$	65,314	$	119,958,897	$	(123,061,575	)	$	2,679,036
Balance		6,256		$	5,716,400			736,431	$	65,314	$	119,958,897	$	(123,061,575	)	$	2,679,036
Issuance of common stock for the conversion of Series A-2 preferred shares		(3,236	)		(2,893,306	)		888,879		889		2,892,417		—			—
Stock-based compensation		—			—			—		—		269		—			269
Net loss		—			—			—		—		—		(2,646,172	)	$	(2,646,172	)
Balance at March 31, 2025		3,020			2,823,094			1,625,310		66,203		122,851,583		(125,707,745	)		33,134
Balance		3,020			2,823,094			1,625,310		66,203		122,851,583		(125,707,745	)		33,134

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AIXCRPYTO HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2026			2025
	For the Three Months ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,079,016	)	$	(2,646,172	)
Adjustments to reconcile loss from operations to net cash used in operating activities:
Stock-based compensation		—			269
Change in fair value of warrant liabilities		(69,660	)		(39,225	)
Gain on change in fair value of convertible debt		(10,236	)		—
Provision for credit losses of short-term note receivable		142,574			197,000
Impairment of intangible assets		182,619			—
Accrued interest on short-term note receivable		(184,942	)		(110,871	)
Interest expense		—			73,615
Net loss on digital assets		1,945,582			—
Payments made with digital assets		337,839			—

Changes in operating assets and liabilities:
Prepaid expenses and other assets		327,138			913,454
Accounts payable		216,724			(37,330	)
Accrued expenses and other current liabilities		(102,989	)		59,861
Related party payables		(1,200,987	)		—
Net cash used in operating activities		(4,495,354	)		(1,589,396	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of short-term note receivable		—			(305,000	)
Prepayment of investments to related party		(10,000,000	)		—
Purchase of digital assets		(338,102	)		—
Sales of digital assets		2,107,911			—
Purchase of intangible assets		(274,041	)		—
Net cash provided by (used in) investing activities		(8,504,232	)		(305,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of convertible debt		(132,000	)		—
Proceeds from issuance of promissory notes		—			750,000
Net cash provided by (used in) financing activities		(132,000	)		750,000

Net change in cash and cash equivalents		(13,131,586	)		(1,144,396	)
Cash and cash equivalents - beginning of period		19,332,707			1,174,608
Cash and cash equivalents- end of period	$	6,201,121		$	30,210

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—

NONCASH FINANCING AND INVESTING ACTIVITIES:
Issuance of common stock for the conversion of Series B preferred shares	$	26,432,819		$	—
Issuance of common stock for the conversion of Series A-2 preferred shares	$	—		$	2,893,306

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AIXCRYPTO HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

SEC Form 10-Q filed by AIxCrypto Holdings Inc.