AIxCrypto Holdings, Inc.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on December 3, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

5857 Owens Avenue, Suite 300

Carlsbad, California 92008

(760) 452-8111

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kevin A. Richardson II

Jiawei Wang

Co-Chief Executive Officers

5857 Owens Avenue, Suite 300

Carlsbad, California 92008

(760) 452-8111

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Joseph Lucosky, Esq.

Peter Campitiello, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, New Jersey 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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:

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 7(a)(2)(B) of the Securities Act. ☐

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 18,121,496 Shares of Common Stock

Including 17,784,064 Shares of Common Stock Underlying 39,943 Shares of Series B Convertible Preferred Stock

This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 18,121,496 shares of our common stock, par value $0.001 per share, including 337,432 shares of Common Stock currently issued and outstanding and 17,784,064 shares of Common Stock issuable upon conversion of 39,943 shares of Series B preferred stock (“Series B Preferred”) held directly or indirectly by the Selling Stockholders. We will not receive any proceeds from the sale of shares of common stock by the Selling Stockholders.

We will bear all registration expenses incurred in connection with the registration of the shares of common stock issuable upon conversion of the Series B Preferred (the “Conversion Shares”). The Selling Stockholders will be responsible for any underwriting discounts, selling commissions, and similar expenses incurred for the sale of their Conversion Shares.

Each share of Series B Preferred has a stated value of $1,000 and is convertible into a number of shares of our common stock equal to the stated value divided by the conversion price of $2.246 per share of Series B Preferred. Under Nasdaq Listing Rule 5635(d), stockholder approval is required before we may issue shares of common stock upon conversion of the Series B Preferred in excess of 19.99% of the number of shares of Common Stock outstanding as of the date of closing of the offering of the Series B Preferred Shares.. Based on the conversion price, the Series B Preferred are convertible into up to 17,784,064 shares of common stock, with each Selling Stockholder’s fractional shares rounded up to the nearest whole share, which represents the number of shares being registered for resale pursuant to this prospectus.

Our common stock is listed on The Nasdaq Capital Market under the symbol “AIXC.” The last reported sales price of our common stock on The Nasdaq Capital Market on December 1, 2025 was 2.35 per share.

On November 5, 2024, we implemented 1-for-50 reverse stock split of our outstanding common stock. The share and per share data presented herein have been retroactively adjusted to reflect this reverse split.

An investment in our securities involves significant risks. You should carefully consider the risk factors beginning on page 18 of this prospectus before you make your decision to invest in our securities.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS