SHANGHAI, June 17,
2024 /PRNewswire/ -- Xiao-I Corporation ("Xiao-I" or
the "Company") (NASDAQ: AIXI) announced today that it has entered
into a securities purchase agreement with an institutional investor
(the "Investor") to issue and sell an aggregate principal amount of
$3,260,870 senior convertible notes
(the "Notes") with an 8% Original Issue Discount to the Investor,
convertible into the Company's ordinary shares ("Conversion
Shares") in the form of American Depositary Shares ("Conversion
ADSs") (the "SPA"). Each ADS represents one third of an ordinary
share.
The Company is also concurrently offering an additional
1,000,002 ADS (the "Pre-Delivery ADSs"), at par, representing
333,334 of its ordinary shares (the "Pre-Delivery Shares"), to the
Investor. Each holder of Pre-Delivery Shares is not permitted to
sell, assign or transfer such Pre-Delivery ADSs except in
connection with a conversion of the Note of such holder to
facilitate T+1 delivery of Conversion ADSs upon any conversion of a
Note. At such time when no Notes remain outstanding, the remaining
Pre-Delivery ADSs will be deemed surrendered and cancelled by the
holder on the date the holder ceases to hold any Notes.
The Notes will mature 360-days after the Issuance Date (as
defined in the Notes) and will be convertible into the Company's
ADSs at a conversion price equal to $1.00 per ADS. The Notes will bear interest at a
rate of 6.0% per annum, which rate will increase to 15% in the
event of occurrence and during the continuance of an event of
default. All payments due under the Notes will be senior to all
subordinated indebtedness of the Company and/or its subsidiaries.
Each holder of Notes may convert all, or any part, of the
outstanding principal of the Notes, together with accrued and
unpaid interest, any make-whole amount and any late charges
thereon, at any time, at such holder's option, into Conversion
Shares represented by Conversion ADSs either: (1) at the
"Conversion Price" of $1.00 per ADS,
subject to pro rata adjustment for any stock split, stock dividend,
stock combination and/or similar transactions, or (2) at the
"Alternative Conversion Price" as defined in the SPA.
The Notes, Conversion ADSs and Pre-Delivery ADSs are being
offered through a prospectus supplement pursuant to the Company's
effective shelf registration statement on Form F-3 and the base
prospectus therein. Such prospectus supplement and accompanying
prospectus relating to and describing the terms of this offering
will be filed with the SEC. When available, copies of such
prospectus supplement and accompanying prospectus may be obtained
at the SEC's website www.sec.gov or by contacting FT Global
Capital Inc., 1688 Meridian Avenue Suite 700, Miami Beach, FL 33139 USA.
FT Global Capital Inc. acted as the exclusive placement agent in
connection with this offering.
The offering is expected to close on or about June 17, 2024, subject to the satisfaction of
customary closing conditions.
The Company intends to use the net proceeds from the offering
for working capital and general corporate purposes.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Xiao-I Corporation
Xiao-I Corporation is a leading cognitive intelligence
enterprise in China that offers a
diverse range of business solutions and services in artificial
intelligence, covering natural language processing, voice and image
recognition, machine learning, and affective computing. Since its
inception in 2001, the Company has developed an extensive portfolio
of cognitive intelligence technologies that are highly suitable and
have been applied to a wide variety of business cases. Xiao-I
powers its cognitive intelligence products and services with its
cutting-edge, proprietary AI technologies to enable and promote
industrial digitization, intelligent upgrading, and transformation.
For more information, please visit: www.xiaoi.com.
Forward-Looking Statements
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may," "will," "intend," "should," "believe," "expect,"
"anticipate," "project," "estimate" or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company's expectations discussed in the
forward-looking statements. These statements are subject to
uncertainties and risks including, but not limited to, the
following: the Company's ability to achieve its goals and
strategies, the Company's future business development and plans for
future business development, including its financial conditions and
results of operations, product and service demand and acceptance,
reputation and brand, the impact of competition and pricing,
changes in technology, government regulations, fluctuations in
general economic and business conditions in China, and assumptions underlying or related
to any of the foregoing and other risks contained in reports filed
by the Company with the U.S. Securities and Exchange Commission
("SEC"). For these reasons, among others, investors are cautioned
not to place undue reliance upon any forward-looking statements in
this press release. Additional factors are discussed in the
Company's filings with the SEC, including under the section
entitled "Risk Factors" in its annual report on Form 20-F filed
with the SEC on April 30, 2024, as
well as its current reports on Form 6-K and other filings, all of
which are available for review at www.sec.gov. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date hereof.
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SOURCE Xiao-I Corporation