UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of August 2024
Commission File Number 001-41631
Xiao-I Corporation
(Translation of registrant’s name into English)
5/F, Building 2, No. 2570
Hechuan Road, Minhang District
Shanghai, China 201101
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INCORPORATION BY REFERENCE
The Form 6-K and the
exhibit to the Form 6-K, including any amendment and report filed for the purpose of updating such document, are incorporated by reference
into the registration statements on Form S-8 (SEC File No. 333-275743) and Form F-3 of Xiao-I Corporation (the “Company”),
as amended (SEC File No. 333-279306) (including any prospectuses forming part of such registration statements), and shall be a part thereof
from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 5, 2024 |
Xiao-I Corporation |
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By: |
/s/ Hui Yuan |
|
|
Name: |
Hui Yuan |
|
|
Title: |
Chief Executive Officer |
Exhibit 99.1
Xiao-I
Corporation Announces Plan to Implement ADS Ratio Change
SHANGHAI,
August 5, 2024 -- Xiao-I Corporation (“Xiao-I” or the “Company”) (NASDAQ: AIXI), a leading artificial intelligence
company, today announced that it plans to change the ratio of its American Depositary Shares (the “ADSs”) to its ordinary
shares (the “ADS Ratio”), par value US$0.00005 per share, from the current ADS Ratio of one ADS to one-third of an ordinary
share to a new ADS Ratio of one ADS to 3 ordinary shares.
For the Company’s ADS holders, the change
in the ADS Ratio will have the same effect as a one-for-nine reverse ADS split. The Company anticipates that the change in the ADS Ratio
will be effective on or about August 23, 2024 (U.S. Eastern Time) (the “Effective Date”).
On the Effective Date,
Holders of uncertificated ADSs in The Depository Trust Company (DTC) will have their ADSs automatically exchanged and need not take any
action. The exchange of every nine (9) then-held (existing) ADSs for one (1) new ADS will occur automatically at the Effective Date, with
the then-held ADSs being cancelled and new ADSs being issued by Citibank, N.A., the depositary bank (the “Depositary”). The
Company’s ADSs will continue to be traded on the Nasdaq Stock Market under the symbol “AIXI.”
No fractional new ADSs
will be issued in connection with the change in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold
by the Depositary and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses)
will be distributed to the applicable ADS holders by the Depositary. The change in the ADS Ratio will have no impact on the Company’s
underlying ordinary shares, and no ordinary shares will be issued or cancelled in connection with the change in the ADS Ratio.
As a result of the change
in the ADS Ratio, the ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS
trading price after the change in the ADS Ratio will be equal to or greater than 9 times the ADS trading price before the change.
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.
For investor and media inquiries, please contact:
Ms. Berry
Xia
Email:
ir@xiaoi.com
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