AIxCrypto Holdings (AIXC) Signs VWAP Share Purchase Agreement

AIxCrypto Holdings entered a committed equity facility letting an investor buy shares at a 7% discount to market price, with a 3% transaction fee retained by the investor.

By the FiledFeed automated desk Jun 18, 2026 1:52 PM ET

This summary was generated by AI from the company's SEC filing and may contain errors — always verify against the primary source on SEC.gov.

The short version

AIxCrypto Holdings, Inc. (AIXC) disclosed on June 17, 2026 that it entered into a material agreement — a structured share purchase facility — with an unnamed investor. Under the deal, the investor can buy shares at 93% of the lowest daily average trading price (VWAP) over a three-day window, and keeps a 3% fee on each purchase, meaning AIxCrypto nets 97% of each transaction's value. The agreement runs up to 24 months from when the initial registration statement becomes effective, or until the investor has purchased the full committed amount of shares.

AIxCrypto Holdings, Inc. (Nasdaq: AIXC) filed an 8-K (a report companies use to announce major news) on June 17, 2026, disclosing that it entered into a new share purchase agreement with an outside investor.

How the Deal Works

Under the agreement, the investor can buy AIxCrypto shares through a series of purchases priced using the VWAP (Volume Weighted Average Price — essentially the average price at which the stock traded during a day, weighted by volume). Specifically, the purchase price for each transaction is set at 93% of the lowest daily VWAP across a rolling three-consecutive-trading-day window that includes the purchase date and the two prior trading days.

On top of that built-in discount, the investor keeps a 3% "Draw Fee" from each purchase amount as a transaction fee, and wires the remaining 97% of the purchase price to AIxCrypto. According to the filing, the parties agreed that this fee is an economic adjustment to the purchase price — not a brokerage commission.

Settlement and Delivery

Shares are to be delivered electronically (via DWAC — a system for transferring shares directly between brokers and companies). The investor must send payment by 5:00 p.m. New York time on the trading day after it receives the shares. If AIxCrypto fails to deliver shares on time and the investor has to go into the open market to buy shares to cover a sale it already made, AIxCrypto must either reimburse the investor's purchase cost or deliver the shares plus cover any extra cost the investor incurred.

Shareholder Approval

The filing states AIxCrypto must seek shareholder approval — a vote by existing stockholders — as soon as possible after the deal closes, but no later than 45 days after closing. If approval isn't obtained in that window, the company must keep trying every 45 days until it is. Once approved, AIxCrypto must file the required disclosure documents with the SEC within set deadlines.

Agreement Length and Termination

The deal runs for up to 24 months from the effective date of the initial registration statement (a document filed with regulators to allow shares to be publicly sold), or until the investor has bought the full committed amount of shares — whichever comes first. Either party can exit early with 10 trading days' written notice, though a non-refundable upfront fee paid to the investor remains in place regardless of termination.

Prior Nasdaq Compliance Issue

The filing also notes that AIxCrypto — then operating under the name Qualigen Therapeutics, Inc. — filed a late annual report for the fiscal year ended December 31, 2024, which triggered a Nasdaq non-compliance notice on April 24, 2025. The company subsequently filed the overdue report and says it has since regained compliance with Nasdaq's filing rules. The company also disclosed it remains subject to a Nasdaq "Discretionary Panel Monitor" through December 2, 2025, which requires Nasdaq staff to issue a delisting warning if the company falls out of compliance again during that period.

Key facts

AIxCrypto Holdings, Inc. (AIXC) entered a new share purchase agreement, disclosed in an 8-K filed June 17, 2026.

The investor buys shares at 93% of the lowest daily VWAP over a 3-consecutive-trading-day window.

The investor retains a 3% Draw Fee on each purchase; AIxCrypto receives 97% of the purchase amount.

AIxCrypto must seek shareholder approval within 45 days of closing.

The agreement lasts up to 24 months from the effective date of the initial registration statement, or until the total committed amount is purchased.

AIxCrypto (formerly Qualigen Therapeutics, Inc.) received a Nasdaq non-compliance notice on April 24, 2025 for a late annual report filing for fiscal year ended December 31, 2024.

The company has since filed the overdue annual report and regained Nasdaq compliance.

AIxCrypto is subject to a Nasdaq Discretionary Panel Monitor through December 2, 2025.

Why it matters

This type of agreement — often called a committed equity facility or an "equity line" — allows a company to raise cash by selling new shares to a single investor over time, rather than through a traditional stock offering to the public. The built-in discount (93% of the lowest 3-day VWAP) plus the 3% Draw Fee mean AIxCrypto effectively receives roughly 90 cents for every dollar of market value in shares it sells. That dilutes (reduces the percentage ownership of) existing shareholders each time new shares are issued. The disclosure of a prior Nasdaq compliance issue and an ongoing monitoring period adds context about the company's recent regulatory standing, which investors may weigh alongside the new financing arrangement.

Frequently asked

What kind of deal did AIxCrypto Holdings sign?

AIxCrypto signed a share purchase agreement that lets a single investor buy newly issued shares at a discount to the market price over a period of up to 24 months.

How much of a discount does the investor get on each share purchase?

The investor pays 93% of the lowest daily average trading price (VWAP) over a three-day window around the purchase date, and also keeps a 3% fee — so AIxCrypto nets 97% of the already-discounted purchase price.

What was the Nasdaq compliance issue mentioned in the filing?

When the company was still called Qualigen Therapeutics, Inc., it filed its annual report for fiscal year 2024 late, which triggered a Nasdaq non-compliance notice in April 2025. The company has since filed the report and regained compliance, but it remains under a Nasdaq monitoring period through December 2, 2025.

How long does this share purchase agreement last?

The agreement automatically ends at the earlier of 24 months from the effective date of the initial registration statement, the date the investor has purchased the full committed amount of shares, or certain other events such as a delisting or bankruptcy.

What the filing reported

1.01 Entry into a Material Agreement

3.02 Other reported item

9.01 Financial Statements & Exhibits