AIXI.NASDAQXiao-i CORP

20-F: Xiao-I Reports Steep 2025 Losses Amid Strategic Realignment

Sentiment:

Annual Report


Xiao-I Corporation reported a significant net loss of $101.82 million in 2025 and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern.

Capital raiseOn June 17, 2024, entered into a Securities Purchase Agreement for the sale of senior convertible notes in the aggregate principal amount of approximately $3.26 million, issued at an 8% original issue discount, convertible into ADSs.Concurrently with the June 2024 notes, sold 1,000,002 ADSs at par value.On October 30, 2024, entered into a Securities Purchase Agreement for the issuance of a $2,175,000 convertible promissory note, sold with an 8% original issue discount, convertible into ADSs.In connection with the October 2024 note, issued 550,000 ADSs at par value.On January 6, 2025, entered into two Securities Purchase Agreements for convertible promissory notes in an aggregate principal amount of $4,637,840, including an initial principal of $4,295,000 and an additional $342,840 original issue discount.The January 2025 notes are convertible into ADSs at a conversion price equal to 85% of the lowest daily VWAP during the 10 consecutive trading days prior to conversion.On June 18, 2025, entered into a Convertible Loan Agreement for $6,128,000 convertible notes (Convertible Loan IV) with an Original Issue Discount of $518,000.The company may decide to enhance its liquidity position or increase cash reserves through additional financing, which could result in further dilution to shareholders or increased debt obligations.
Worse than expectedNet loss increased significantly to $101.82 million in 2025 from $14.55 million in 2024.Net revenues decreased by 82.5% in 2025.Gross profit margin declined to 44.4% in 2025 from 68.3% in 2024.General and administrative expenses surged by 233.7% due to non-recurring realignment costs.The company reported negative cash flows from operating activities for three consecutive years and has an accumulated deficit and negative working capital, leading to substantial doubt about its ability to continue as a going concern.

Summary

  • Reported a net loss of $101.82 million for the year ended December 31, 2025, a substantial increase from $14.55 million in 2024.
  • Net revenues decreased by 82.5% to $12.33 million in 2025 from $70.31 million in 2024, primarily due to a strategic realignment and increased competition.
  • Gross profit declined to $5.48 million in 2025 from $48.05 million in 2024, with gross profit margin falling to 44.4% from 68.3%.
  • Operating expenses were significantly impacted by a 233.7% increase in general and administrative expenses to $76.56 million in 2025, mainly due to non-recurring severance and statutory compensation payments from headcount reductions.
  • Research and development expenses decreased by 29.4% to $24.46 million in 2025, reflecting a reorientation towards task-specific fine-tuning and commercialization of existing models, rather than foundational pre-training.
  • Cash and cash equivalents increased to $2.44 million as of December 31, 2025, from $0.85 million in 2024, primarily supported by proceeds from convertible loans and other borrowings.
  • The company is involved in multiple legal proceedings, including patent infringement litigation with Apple Inc. and two securities class action lawsuits.
  • Implemented a one-for-nine reverse ADS split in August 2024 to regain compliance with Nasdaq's minimum bid price requirement, which was successfully achieved in September 2024.
  • Launched AI-powered smart glasses in the second half of 2024, driving an 18-fold increase in hardware revenue to $1.40 million in 2024, and introduced tAIkbox, an advanced AI-powered customer service solution.
  • Mr. Hui Yuan, CEO and Chairman, beneficially owns more than 50% of the voting power, making Xiao-I a controlled company under Nasdaq rules, allowing it to elect not to comply with certain corporate governance requirements.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with a highly negative sentiment due to the substantial net loss, significant revenue decline, negative operating cash flows, and explicit 'going concern' warning. While strategic realignment and new product launches offer potential, the immediate financial performance and ongoing legal challenges present severe headwinds.

Positives

  • Maintenance and support services revenue increased by 98.8% to $4.81 million in 2025, reflecting strong recurring support arrangements with existing customers.
  • Successful launch and commercialization of AI-powered smart glasses in the second half of 2024, leading to an 18-fold increase in hardware revenue to $1.40 million in 2024.
  • Introduction of tAIkbox, an advanced AI-powered customer service solution integrating proprietary hardware with the Hua Zang LLM, agentic task automation, and edge-computing architecture.
  • Beijing Intellectual Property Court ruled in Xiao-I's favor on June 28, 2024, upholding the validity of its patent (ZL200410053749.9) in the ongoing litigation with Apple Inc., a decision affirmed by the Supreme People's Court on March 27, 2026.
  • Successful opening of a new capital account with Bank of Ningbo in 2023, facilitating the transfer of IPO proceeds to WFOE for product development and operations.

Negatives

  • Reported a significant net loss of $101.82 million in 2025, a substantial increase from $14.55 million in 2024.
  • Net revenues decreased by 82.5% to $12.33 million in 2025 from $70.31 million in 2024.
  • Gross profit margin declined significantly to 44.4% in 2025 from 68.3% in 2024.
  • General and administrative expenses increased by 233.7% to $76.56 million in 2025, primarily due to non-recurring severance and statutory compensation payments related to workforce reductions.
  • Negative cash flows from operating activities of $3.69 million in 2025, following $15.14 million in 2024 and $15.79 million in 2023.
  • Accumulated deficit of $226.56 million and negative working capital of $91.36 million as of December 31, 2025, raising substantial doubt about the company's ability to continue as a going concern.
  • Material increase in allowance for credit losses in 2024 and 2025, indicating longer payment cycles and uncertainty regarding collections from a concentrated customer base.
  • Overdue short-term borrowing from Shengjing Bank as of December 31, 2025, with ongoing negotiations for repayment arrangements.
  • Several financial and commercial litigation cases in PRC courts, including judgments ordering repayment of loans and pending disputes over significant amounts.

Risks

  • Recent U.S. Treasury rules restricting investments in Chinese AI and technology sectors may adversely impact future U.S.-based investments and partnerships.
  • Inability to achieve or sustain profitability, with continuous net losses and negative cash flows from operating activities.
  • Failure to maintain and grow customer base or adapt to evolving customer needs and rapidly changing technology in the competitive AI market.
  • Material errors, defects, or security issues in platforms could lead to customer loss, contractual liabilities, and significant remedial costs.
  • Reliance on third-party service providers for essential services, with potential for interruptions or delays impacting customer experience and business operations.
  • Disruptions to servers due to internal/external factors could diminish demand, harm reputation, and result in liability.
  • Adverse effects from the COVID-19 outbreak and other health epidemics on business operations and employee availability.
  • Slower than expected adoption of products and solutions by customers, leading to higher costs and longer sales cycles.
  • Failure to conduct sales and marketing activities cost-effectively or provide high-quality customer services.
  • Concentration of major customers, with a significant portion of revenue from a limited number of clients, posing risk if these relationships cease.
  • Operational risks associated with expansion into consumer hardware products, including manufacturing, marketing, and distribution challenges.
  • Significant risks related to customers' ability to timely pay obligations, impacting cash flows and liquidity.
  • Intensifying competition, changing sector trends, and government policies in industries where clients operate, potentially affecting client stability and business.
  • Reliance on a limited number of suppliers for essential services, exposing the company to supply disruptions or delays.
  • Failure to obtain or maintain all required licenses, permits, and approvals to operate the business, especially with expansion into new areas like architectural design AI services.
  • Inability to obtain, maintain, and protect intellectual property rights and proprietary information, or prevent unauthorized use of technologies.
  • Exposure to intellectual property disputes, which are costly and may lead to significant liability.
  • Subject to claims, disputes, lawsuits, and other legal and administrative proceedings, including labor-related claims.
  • Changes in laws and regulations related to the internet or internet infrastructure itself may diminish demand for products.
  • Complying with evolving privacy and data-related laws (e.g., PRC Data Security Law, Personal Information Protection Law) may be expensive and force adverse business changes.
  • Dependence on continuous services of senior management and key employees; failure to attract, retain, and motivate qualified personnel could adversely affect the business.
  • Future strategic acquisitions and investments may fail, resulting in material adverse impact on financial condition.
  • Expansion into international markets exposes the company to significant risks, including varying seasonality, adverse currency exchange rates, collection difficulties, tariffs, and regulatory limitations.
  • Inability to obtain additional capital in a timely manner or on acceptable terms, potentially leading to dilution or restrictive debt covenants.
  • Unverified accuracy or completeness of data, estimates, and projections obtained from third-party sources.
  • Identified material weakness in internal control over financial reporting as of December 31, 2024, related to lack of sufficient and competent financial reporting and accounting personnel.
  • Economic substance legislation of the Cayman Islands may adversely impact operations.
  • Uncertainties regarding the interpretation and implementation of the PRC Foreign Investment Law and its impact on the VIE structure.
  • Some shareholders' non-compliance with PRC regulations (Circular 37) relating to offshore investment activities by PRC residents, potentially restricting WFOE's ability to open new capital accounts or remit funds.
  • Changes in political and economic policies of the PRC government or relations between China and the United States may materially and adversely affect business.
  • Uncertainties with respect to the enforcement of laws and changes in laws and regulations in China with little advance notice.
  • Content posted or displayed on the platform may be found objectionable by PRC regulatory authorities, leading to penalties.
  • Advertisements shown on the platform may subject the company to penalties and administrative actions.
  • The Holding Foreign Companies Accountable Act (HFCAA) and Accelerating Holding Foreign Companies Accountable Act (AHFCAA) could lead to delisting if auditors are not fully inspected by the PCAOB.
  • Difficulties for overseas regulators to conduct investigations or collect evidence within China.
  • Increased oversight and control by the Chinese government over overseas offerings and foreign investment in China-based issuers could limit ability to offer securities.
  • Custodians or authorized users of controlling non-tangible assets (e.g., seals) may fail to fulfill responsibilities or misuse assets.
  • Classification as a PRC resident enterprise could result in unfavorable tax consequences.
  • Uncertainties under the EIT Law relating to withholding tax liabilities and eligibility for treaty benefits.
  • Uncertainty with respect to indirect transfer of equity interests in PRC resident enterprises by non-PRC holding companies.
  • China's M&A Rules and other regulations establish complex procedures for acquisitions, making growth through acquisitions more difficult.
  • PRC regulations on offshore investment activities by PRC residents may limit the PRC subsidiary's ability to increase registered capital or distribute profits.
  • Failure to comply with PRC regulations regarding employee stock ownership plans or share option plans may subject participants or the company to fines.
  • PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may delay use of available funds.
  • Fluctuation in the value of the RMB may have a material adverse effect on the value of investment.
  • Imposition of additional remedial measures on PRC-based accounting firms could adversely affect compliance with SEC requirements.
  • Uncertainties with respect to the enactment, interpretation, and implementation of Anti-Monopoly Guidelines for the Internet Platform Economy Sector.
  • Changes in US trade policy, including tariffs, may have a material adverse impact on business.
  • Uncertainty about changes in the economic, political, and legal environment in Hong Kong, potentially extending PRC risks to Hong Kong operations.
  • Difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in Hong Kong against the company or management.
  • Reliance on price appreciation of ADSs for return on investment, as no dividends are expected.
  • Lack of a large, active trading market for ADSs, leading to potential difficulty in reselling at or above the public offering price.
  • Volatility in the trading price of ADSs due to various factors, including market and industry conditions, and company-specific events.
  • Sale or availability for sale of substantial amounts of ADSs could adversely affect market price.
  • Holders of ADSs have fewer rights than shareholders and must act through the depositary.
  • Depositary for ADSs may give a discretionary proxy to vote underlying Ordinary Shares if holders do not vote, potentially affecting interests.
  • Limited ability to receive distributions on ADSs if illegal or impractical, or if government approval cannot be obtained.
  • Limited participation in future rights offerings, potentially causing dilution.
  • Limitations on transfers of ADSs.
  • Limited recourse for claims against the depositary as an ADS holder.
  • ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement.
  • Deposit agreement may be amended or terminated without consent.
  • Techniques employed by short sellers may drive down the market price of ADSs.
  • Failure of securities or industry analysts to publish research or publishing inaccurate/unfavorable research could cause ADS price decline.
  • Failure to meet Nasdaq's continued listing requirements could result in delisting, especially after the reverse ADS split in August 2024.
  • Difficulties in protecting interests and limited ability to protect rights through U.S. Federal courts due to incorporation in Cayman Islands.
  • United States civil liabilities and certain judgments obtained against the company by shareholders may not be enforceable.
  • Limited ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against the company and most directors/executive officers.
  • Difficulties in effecting service of legal process, enforcing foreign judgments, or bringing original actions in the PRC based on U.S. or other foreign laws.
  • Permitted to adopt certain home country practices in corporate governance that differ from Nasdaq standards, potentially affording less protection to shareholders.
  • Articles of association contain anti-takeover provisions.
  • As an emerging growth company, may take advantage of certain reduced reporting requirements.
  • As a foreign private issuer, exempt from certain provisions applicable to U.S. domestic public companies.
  • Incur increased costs as a public company, particularly after ceasing to qualify as an emerging growth company.
  • No assurance of not being a passive foreign investment company (PFIC), which could result in adverse U.S. federal income tax consequences.
  • Not required to disclose compensation of Directors and Officers under Cayman Islands law.

Future Outlook

The company intends to keep any future earnings to finance business expansion and does not anticipate paying cash dividends in the foreseeable future. Management is undertaking remediation plans to address going concern issues, including negotiating liability extensions, securing new bank financing, and improving operational efficiency with strict cost control. The company plans to continue improving cognitive technology capabilities, further developing sustainable commercialization opportunities through innovation, strengthening its leading position in metaverse-related products, expanding its customer base to include small and medium-sized customers, increasing hardware product offerings, and strategically expanding its global footprint, particularly with its 2C business for LLM applications.

Management Comments

  • Management believes the strategic realignment implemented during 2025 was necessary in light of the operating environment, which included increased competition from large integrated cloud platforms and tightening enterprise IT budgets.
  • Management expects that research and development expenses will continue to increase, despite a recent decline, to lead technological advances and maintain competitiveness.
  • Management believes the contractual arrangements with its VIE and their respective shareholders are in compliance with PRC laws and regulations and are legally enforceable, despite uncertainties in the PRC legal system.
  • Management does not currently expect the outcome of labor disputes to have a material adverse effect on its consolidated financial statements, but acknowledges potential impacts on employee morale, operational efficiency, or public perception.
  • Management plans to focus on improving operation efficiency, implementing strict cost control and budgeting, and enhancing internal controls to create a synergy of resources to meet cash requirements.

Industry Context

StockSavvy.ai notes that Xiao-I's significant revenue decline and increased competition in 2025 reflect broader challenges in the PRC's AI customer-service market, where large integrated cloud platforms are bundling AI offerings at aggressive price points. The tightening of enterprise IT budgets and longer decision cycles observed by Xiao-I are consistent with a more cautious macroeconomic environment in China, impacting AI-related expenditures. The company's strategic pivot towards vertical applications, task-specific fine-tuning, and commercialization of its Hua Zang LLM, along with its expansion into consumer hardware like smart glasses, aligns with industry trends seeking specialized, high-value AI solutions and new growth vectors beyond traditional enterprise services. However, the operational risks associated with scaling hardware manufacturing and distribution are notable for a company primarily focused on software.

Comparison to Industry Standards

  • Xiao-I's Hua Zang Universal Large Language Model, with its 'Controllable, Customizable, and Deliverable' features, aims to solve key challenges faced by global AI models, positioning it against major players like OpenAI, Microsoft, Meta, Baidu, Alibaba, and Tencent, which are also heavily investing in LLM development.
  • The company's 22 years of technical accumulation and industry experience, particularly in cognitive intelligence and natural language processing, suggest a foundational strength comparable to established AI leaders, though its market share and financial scale are significantly smaller than global tech giants.
  • The launch of AI-powered smart glasses and tAIkbox indicates a move into wearable AI and integrated hardware-software solutions, a trend seen with companies like Apple (Apple Watch, AirPods) and Google (Google Glass, Pixel Buds), though Xiao-I's offerings are specifically AI-centric.
  • Xiao-I's extensive patent portfolio (368 granted, 662 applications) demonstrates a strong commitment to IP, a critical competitive factor in the AI industry, comparable to the IP strategies of leading technology firms.
  • The patent infringement litigation against Apple Inc. regarding Siri highlights Xiao-I's assertion of its pioneering role in chatbot technology, placing its foundational IP in direct comparison with a global tech leader's offerings.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Independent DirectorNAYunlin YuNAAppointed to the board and serves on Audit, Compensation, and Nominating & Corporate Governance committees.
Independent DirectorNAJun WangNAAppointed to the board and serves on Audit, Compensation, and Nominating & Corporate Governance committees.
Independent DirectorNABinbin ZhangNAAppointed to the board and serves on Audit, Compensation, and Nominating & Corporate Governance committees.
Independent DirectorNAH. David ShermanNAAppointed to the board and serves as Chairman of the Audit Committee and member of the Nominating & Corporate Governance committee.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Controlled Company StatusBecame a controlled company under Nasdaq listing rules as Mr. Hui Yuan beneficially owns more than 50% of the voting power after the issuance of 3,700,000 preferred shares with 20 votes each to ZunTian Holding Limited (wholly owned by Mr. Yuan).2023-12-13Permitted to elect not to comply with certain corporate governance requirements, potentially affording less protection to shareholders than companies fully compliant with Nasdaq standards. Specifically, the company intends to follow Cayman Islands home country practice regarding independent director meetings, compensation committee, and nominations committee composition, and annual shareholder meetings.
Share Incentive Plan AdoptionAdopted the 2025 Share Incentive Plan, authorizing up to 4,214,684 ordinary shares for awards, with automatic annual increases if shares fall below 3.0% of total outstanding shares.2025-04-01Aims to link personal interests of directors, employees, and consultants to shareholders, providing incentives for performance. The plan was adopted without shareholder approval, following Cayman Islands home country practice, which differs from Nasdaq rules.
ADS Ratio ChangeImplemented a change in its ADS ratio from one ADS representing one-third of an ordinary share to one ADS representing three ordinary shares, effectively a one-for-nine reverse ADS split.2024-08-23Aimed to boost the ADS trading price and regain compliance with Nasdaq's minimum bid price requirement, which was achieved. This action impacts the number of ADSs held by investors but not the underlying ordinary shares.
Internal Control Material WeaknessIdentified one material weakness in internal control over financial reporting as of December 31, 2024, related to lack of sufficient and competent financial reporting and accounting personnel with U.S. GAAP and SEC reporting knowledge.2024-12-31Could impair the ability to produce accurate and timely consolidated financial statements, potentially leading to loss of investor confidence and a decline in ADS trading price. Remediation efforts are ongoing.

Legal Proceedings

  • **Patent Infringement Litigation (Shanghai Xiao-I vs. Apple Inc.):** Shanghai Xiao-I filed a lawsuit on August 3, 2020, alleging Apple's Siri infringes its intelligent assistant patent (ZL200410053749.9), seeking remedies including stopping infringement and 10 billion RMB in damages. Apple filed a counter-lawsuit on February 3, 2023, seeking confirmation of non-infringement and RMB 2 million in compensation. The Shanghai High People's Court merged these cases for trial on January 29, 2024, and concluded trial proceedings on July 31, 2024, with a verdict pending. The Beijing Intellectual Property Court ruled against Apple on June 28, 2024, upholding the validity of Xiao-I's patent, a decision affirmed by the Supreme People's Court on March 27, 2026, which is final and not appealable.
  • **Securities Class Action (New York State Court):** Filed on June 26, 2024, against Xiao-I Corporation and certain officers/directors, alleging violations of the Securities Act of 1933 due to materially misleading statements/omissions in IPO registration and prospectus. An amended complaint was filed on September 13, 2024, expanding allegations to post-IPO disclosures. A motion to dismiss was granted on April 24, 2025. The company intends to vigorously contest the claims.
  • **Securities Class Action (U.S. District Court, Southern District of New York):** Filed on October 15, 2024, alleging violations of both the Securities Act and Securities Exchange Act of 1934, focusing on similar alleged misrepresentations and failure to disclose material risks. Pre-motion to dismiss letters were submitted on May 7, 2025, with motions to dismiss due on June 9, 2025. A second amended complaint was filed on June 30, 2025, and a motion to dismiss was filed on September 2, 2025. The company believes the claims are without merit and intends to vigorously defend.
  • **PRC Financial Contract Dispute (China Construction Bank vs. Shanghai Xiao-I):** Accepted by Huangpu District People's Court of Shanghai in May 2025, seeking repayment of loan principal and penalty interest totaling RMB 25,036,162.25 ($3,494,913). A final judgment has been issued ordering the defendant to pay.
  • **PRC Private Lending Dispute (Quan Feng vs. Shanghai Xiao-I):** Accepted by Qingpu District People's Court of Shanghai in July 2025, seeking repayment of principal, interest, and legal fees totaling RMB 15,116,000 ($2,110,112). The case was resolved through mediation under an installment repayment plan.
  • **PRC Private Lending Dispute (Shanghai Tianyong Asset Management Co., Ltd. vs. Shanghai Xiao-I):** Accepted by Huangpu District People's Court of Shanghai in June 2025, seeking payment of principal and attorney fees totaling RMB 13,060,000 ($1,823,106) plus interest. Transferred to Jiading District People's Court on August 18, 2025, after a jurisdictional objection. Hearing took place on March 19, 2026, with no judgment yet rendered.
  • **PRC Financial Contract Dispute (Jiangsu Bank Co., Ltd. vs. Shanghai Xiao-I):** Accepted by Jiading District People's Court of Shanghai in July 2025, seeking repayment of loan principal, penalty interest, compound interest, attorney fees, and litigation costs totaling RMB 20,139,027.78 ($2,811,300). The first-instance judgment was rendered, and the company's appeal was dismissed by a final judgment on April 28, 2025.
  • **PRC Shareholder Rights Infringement (Shanghai Jixuan Enterprise Management Consulting Partnership vs. Xiao-I Corporation and Yuan Hui):** Accepted by Shanghai Pudong New Area People's Court in June 2025, alleging failure to assist shareholders in converting Cayman Islands common shares into ADSs, seeking release of lock-up restrictions on 183,660 ADSs and RMB 2,265,315.41 in compensation. Jurisdictional objection filed by defendants in August 2025, ruling pending.
  • **PRC Shareholder Rights Infringement (Shanghai Jiding Enterprise Management Consulting Partnership vs. Xiao-I Corporation and Yuan Hui):** Accepted by Shanghai Pudong New Area People's Court in September 2025, alleging similar issues as above, seeking release of lock-up restrictions on 980,661 ADSs and RMB 12,108,027.86 ($1,690,216) in compensation. Jurisdictional objection filed by defendants in October 2025, ruling pending.
  • **PRC Financial Contract Dispute (Bank of Ningbo Co., Ltd. vs. Shanghai Xiao-I):** Accepted by Shanghai Pudong New Area People's Court in October 2025, seeking repayment of loan principal, penalty interest, and compound interest totaling RMB 20,151,522.30 ($2,813,044). Resolved through mediation.
  • **PRC Financial Contract Dispute (Shanghai Rural Commercial Bank Co., Ltd. vs. Shanghai Xiaoi):** Accepted by Jiading District People's Court of Shanghai in October 2025, seeking repayment of loan principal and overdue interest totaling RMB 10,023,435.07 ($1,399,218). Plaintiff has since withdrawn the lawsuit.
  • **PRC Real Estate Lease Contract Dispute (Shanghai Caohejing Development Zone High-Tech Park Development Co., Ltd. vs. Shanghai Xiaoi):** Accepted by Minhang District People's Court of Shanghai in April 2025, seeking payment of RMB 4,748,644.08 ($662,885) plus interest/fees. A final judgment has been issued ordering the defendant to pay.
  • **PRC Service Contract Dispute (Lion Public Relations Consultants (Tianjin) Co., Ltd. vs. Shanghai Xiaoi):** Accepted by Tianjin Free Trade Zone People's Court in July 2025, seeking payment of service fees and overdue interest totaling RMB 602,088.36 ($84,048). Case pending.
  • **PRC Financial Loan Contract Dispute (Bank of Nanjing Co., Ltd. vs. Shanghai Xiaoi):** Accepted by Jingan District People's Court of Shanghai in August 2025, seeking repayment of outstanding loan principal and related interest totaling approximately RMB 9,907,358.11 ($1,383,014). Hearing held on November 6, 2025, no final judgment rendered.
  • **PRC Contract Dispute (Shanghai Bank Co., Ltd. vs. Shanghai Xiao-I, Zhizhen Artificial Intelligence Technology (Shanghai) Co., Ltd., and Xiaoi Technology Limited):** Accepted by Shanghai Pudong New Area People's Court in April 2026, seeking payment of factoring receivable principal, interest, default penalties, and attorney fees totaling RMB 20,650,594.37. Hearing scheduled for May 20, 2026.
  • **PRC Financial Loan Contract Dispute (Bank of Beijing Co., Ltd. vs. Shanghai Xiao-I):** Accepted by Shanghai Pudong New Area People's Court in April 2026, seeking payment of loan principal, interest, and attorney fees totaling RMB 20,892,235.63. Hearing scheduled for June 23, 2026.
  • **Other Domestic Litigation (2025):** Involved in 14 other lawsuits in China, primarily contractual disputes. Xiao-I was plaintiff in 4 cases (total RMB 2,837,875 / $396,152.07) and defendant in 10 cases (total RMB 5,176,315.09 / $722,585.72).
  • **Labor Disputes (2024 & 2025):** Involved in labor disputes with over 40 former employees in 2024 (claims exceeding RMB 5 million) and over 109 former employees in 2025 (claims exceeding RMB 18 million) related to unpaid wages, social insurance, housing funds, and severance. More than 35 cases remain pending before local labor arbitration authorities as of the report date.

Related Party Transactions

  • **VIE Agreements:** Zhizhen Technology (WFOE) has contractual arrangements with Shanghai Xiao-I (VIE) and its shareholders, enabling operational control and economic benefits transfer. These include Exclusive Call Option, Exclusive Business Cooperation, Power of Attorney, and Share Interest Pledge Agreements. Shanghai Rongzhi Industry Co., Ltd. became a new shareholder of Shanghai Xiao-I on January 24, 2024, and signed substantively consistent VIE agreements.
  • **Preferred Share Issuance:** On December 13, 2023, 3,700,000 preferred shares with 20 votes each were issued to ZunTian Holding Limited, a company wholly owned and controlled by CEO Mr. Hui Yuan, making Xiao-I a controlled company.
  • **Loan to Zhizhen Guorui:** As of December 31, 2024, the Group provided an interest-free loan of $13,480,745 (RMB 98.4 million) to Zhizhen Guorui, an equity investment of the Group (26% interest). A full provision for credit losses was made for this receivable in 2025. Prepayments for technology development services to Zhizhen Guorui were $106,791 in 2024 and $21,356 in 2025.
  • **Receivable from Shanghai Aoshu:** Other receivable from Shanghai Aoshu (employee stock ownership platform) was for payment to an employee on its behalf. Full provision for credit losses was made for this receivable in 2023, 2024, and 2025.
  • **Amounts Due to Hui Yuan:** As of December 31, 2025, $7,602,043 was due to Mr. Hui Yuan from interest-bearing loans (6.8% annual rate, established in 2023 for loans provided before 2022). An additional $150,000 interest-free loan from Hui Yuan was repaid in 2025.
  • **Technology Service Fees:** Technology service fees payable to Zhizhen Guorui were $180,173 in 2025 ($699,404 in 2024, $661,010 in 2023). Technology service fees paid to Zhizhen Guorui were $92,499 in 2025 ($878,512 in 2024, $684,412 in 2023).
  • **Loans from Related Parties:** Hui Yuan provided $400,000 in loans in 2023. Repayments of loans from Hui Yuan were $474,786 in 2025 ($812,747 in 2024). Interest-free loans from Zhejiang Baiqianyin Network Technology Co., Ltd. were $290,076 in 2023. Interest-free loans from Hui Yuan were $150,000 in 2024.

Stakeholder Impact

  • **Shareholders:** Significant dilution from convertible notes and potential future capital raises. Reduced protection due to controlled company status and foreign private issuer exemptions from Nasdaq corporate governance standards. Risk of delisting if Nasdaq compliance is not maintained. Share price volatility and potential losses due to poor financial performance and ongoing legal disputes.
  • **Employees:** Workforce optimization initiatives led to layoffs and labor disputes, impacting employee morale and potentially public perception. Share-based compensation plans aim to align employee interests with company success.
  • **Customers:** Strategic realignment led to discontinuation or scaling back of certain product lines and customized development engagements, potentially affecting customer relationships and service continuity for those impacted. Increased pricing pressure from competitors and longer decision cycles reflect challenges in customer acquisition and retention.
  • **Suppliers:** Reliance on a limited number of suppliers for essential services creates risk of supply disruptions. Extended payment periods to suppliers were noted in 2024, potentially impacting supplier relationships.
  • **Creditors:** Overdue borrowings and multiple financial litigation cases indicate challenges in meeting debt obligations, increasing credit risk for lenders. The 'going concern' warning highlights significant risk for all creditors.

Next Steps

  • Negotiate liabilities extension, including borrowings and loans from third parties.
  • Secure new bank financing to support daily operations.
  • Improve operation efficiency, implement strict cost control and budgeting, and enhance internal controls.
  • Continue to improve cognitive technology capability through research and development.
  • Further develop and create long-term sustainable commercialization opportunities through technology innovation, application combination innovation, and AI product diversification.
  • Further strengthen the leading position in metaverse-related products.
  • Expand customer base to include small and medium-sized customers through market segmentation and personalization.
  • Increase integrated software and hardware products.
  • Further expand global footprint strategically, internationalizing products and services.
  • Further expand product line of business to consumers (2C business) with LLM applications.
  • Actively engage with relevant agencies to seek resolution for labor disputes.
  • Monitor and evaluate the impact of new accounting standards (ASU 2023-07, ASU 2023-09, ASU 2024-03, ASU 2025-01, ASU 2025-03, ASU 2025-05, ASU 2025-11).

Key Dates

DateDescription
2001Shanghai Yingsi Software Technology Co., Ltd. (Incesoft) founded.
2004Launched first chatbot.
2009Incesoft transformed business model to business-to-business; Shanghai Xiao-I (VIE) founded and acquired Xiaoi robot brand and core AI technology.
2010Contributed to drafting of China Artificial Intelligence Industry Intellectual Property White Paper (first of four consecutive years).
2012Incesoft dissolved by de-registering with local company registrar.
2016Developed first virtual digital human.
2017Released virtual digital human at Guiyang Digital Expo.
2018-08-13Xiao-I Corporation incorporated in the Cayman Islands.
2018-08-30AI Plus Holding Limited (AI Plus) established as wholly owned subsidiary.
2018-12-17Xiao-I Technology Limited established as wholly owned subsidiary of AI Plus.
2019-03-29Zhizhen Artificial Technology (Shanghai) Company Limited (WFOE) established as wholly owned subsidiary of Xiao-I Technology; VIE Agreements entered into with Shanghai Xiao-I and its shareholders.
2019-03-29Exclusive Call Option Agreement, Exclusive Business Cooperation Agreement, Power of Attorney Agreement, and Share Interest Pledge Agreement signed.
2020-06-01Company passed national intellectual property management system certification.
2020-08-03Shanghai Xiao-I filed patent infringement lawsuit against Apple Inc. with the High People's Court of Shanghai.
2020-08-27High People's Court of Shanghai formally accepted the patent infringement case against Apple.
2021-09-04Shanghai Xiao-I filed a behavior preservation application (injunction) with the Shanghai High People's Court against Apple.
2022-11-30Company adopted the 2023 Share Incentive Plan.
2023-02-03Apple filed a lawsuit against Shanghai Xiao-I with the Shanghai High People's Court, requesting confirmation of non-infringement and compensation.
2023-03-01Company completed its initial public offering (IPO) and listed on Nasdaq Global Market (NASDAQ: AIXI).
2023-03-27Beijing Intellectual Property Court notified of Apple's patent administrative lawsuit against China National Intellectual Property Administration and Shanghai Xiao-I.
2023-05-18AI Plus established its wholly owned US subsidiary, Xiao-I Plus Inc.
2023-06-29Launched Hua Zang Universal Large Language Model.
2023-10-26Launched the Hua Zang Ecosystem.
2023-12-13Issued 3,700,000 preferred shares to ZunTian Holding Limited, making Xiao-I a controlled company.
2024-01-03Granted Hui Yuan (CEO) options to purchase 1,446,936 ADSs and awarded RSUs to CEO and CFO.
2024-01-24Shanghai Rongzhi Industry Co., Ltd. became a new shareholder of Shanghai Xiao-I and signed new VIE agreements.
2024-01-29Shanghai High People's Court decided to merge the two patent infringement cases (Shanghai Xiao-I vs. Apple and Apple vs. Shanghai Xiao-I) for trial.
2024-03-01AI Plus established its wholly owned United Arab Emirates subsidiary, Xiao-I Super Ltd.
2024-04-04Amended Subscription Agreement with ZunTian Holding Limited to clarify preferred share rights.
2024-06-17Entered into Securities Purchase Agreement for sale of $3.26 million senior convertible notes.
2024-06-26First securities class action filed in New York state court against Xiao-I Corporation and certain officers/directors.
2024-06-28Beijing Intellectual Property Court ruled against Apple, upholding the validity of Shanghai Xiao-I's patent.
2024-07-11Received Nasdaq notification of non-compliance with minimum bid price requirement.
2024-07-31Shanghai High People's Court officially concluded the Patent Infringement Case Trial.
2024-08-05Company decided to change ADS ratio from one ADS representing one-third of an ordinary share to one ADS representing three ordinary shares (one-for-nine reverse ADS split).
2024-08-23One-for-nine reverse ADS split became effective.
2024-09-09Nasdaq notified Xiao-I of regaining compliance with minimum bid price requirement.
2024-09-13Plaintiffs filed an amended complaint in the New York state court securities class action.
2024-09-24AJ PLUS INVESTMENTS INC invested $667,000 in Xiao-I Plus Inc., acquiring a 40% stake.
2024-09-24Shanghai High People's Court held a hearing on the Patent Infringement Case Trial.
2024-10-15Second securities class action lawsuit filed in U.S. District Court for the Southern District of New York.
2024-10-30Entered into Securities Purchase Agreement for issuance of $2,175,000 convertible promissory note.
2024-11-01Shanghai High People's Court held a second hearing on the Patent Infringement Case Trial.
2024-11-30Baiyun District People's Court of Guiyang accepted a contract dispute case against Shanghai Xiaoi.
2025-01-01Network Data Regulation came into effect.
2025-01-06Entered into two Securities Purchase Agreements for aggregate principal amount of $4,637,840 convertible promissory notes.
2025-01-14Investor II converted remaining balance of Convertible Loan II into ADSs.
2025-01-17Nasdaq adopted Rule 5810(c)(3)(A)(iv) regarding delisting after reverse stock splits.
2025-02-01U.S. Treasury rules restricting U.S. investments in certain Chinese technology sectors became effective.
2025-02-01U.S. administration imposed an additional 20% duty on Chinese imports.
2025-03-01Chinese authorities announced retaliatory tariffs and regulatory investigation against U.S. companies.
2025-03-19Hearing for private lending dispute filed by Shanghai Tianyong Asset Management Co., Ltd. against Shanghai Xiao-I took place.
2025-03-27Supreme People's Court issued a final judgment rejecting Apple's request to invalidate Xiao-I's patent.
2025-04-01Company adopted the 2025 Share Incentive Plan.
2025-04-02President Trump announced a 10% tariff on all countries, effective April 5, 2025, and a 34% additional reciprocal tariff on Chinese goods.
2025-04-04Chinese Foreign Ministry announced a retaliatory 34% tariff on U.S. imports.
2025-04-08President Trump announced an additional 50% tariff on Chinese imports.
2025-04-09Trump administration implemented a 104% tariff on goods imported from China.
2025-04-10President Trump announced a temporary suspension of reciprocal tariff measures for most U.S. trading partners for 90 days, while escalating tariffs on Chinese goods to 145%.
2025-04-24Motion to dismiss the first securities class action in New York state court was granted.
2025-04-28Second-instance trial rendered a final judgment in the financial contract dispute filed by Jiangsu Bank Co., Ltd. against Shanghai Xiao-I, upholding the original judgment.
2025-04-30Minhang District People's Court of Shanghai accepted a real estate lease contract dispute against Shanghai Xiaoi.
2025-05-07Xiao-I Corporation submitted pre-motion to dismiss letters for the second securities class action lawsuit.
2025-05-31Huangpu District People's Court of Shanghai accepted a financial contract dispute filed by China Construction Bank Corporation Shanghai Branch against Shanghai Xiao-I.
2025-06-09Motions to dismiss due for the second securities class action lawsuit.
2025-06-18Entered into Convertible Loan Agreement for $6,128,000 convertible notes (Convertible Loan IV).
2025-06-30Plaintiff filed the second amended class action complaint in the New York state court securities class action.
2025-07-14Defendants Xiao-I and underwriters formally submitted a pre-motion letter seeking dismissal of the second amended complaint.
2025-07-15Court granted Defendants' request to file a motion to dismiss the second amended complaint.
2025-07-31Qingpu District People's Court of Shanghai accepted a private lending dispute filed by Quan Feng against Shanghai Xiao-I.
2025-08-18Private lending dispute case filed by Shanghai Tianyong Asset Management Co., Ltd. against Shanghai Xiao-I transferred to Jiading District People's Court of Shanghai.
2025-09-02Xiao-I Corporation filed the motion to dismiss the Plaintiffs' second amended complaint.
2025-09-30Shanghai Pudong New Area People's Court accepted a shareholder rights infringement case filed by Shanghai Jiding Enterprise Management Consulting Partnership (Limited Partnership) against Xiao-I Corporation and Yuan Hui.
2025-10-31Shanghai Pudong New Area People's Court accepted a financial contract dispute filed by Bank of Ningbo Co., Ltd. Shanghai Branch against Shanghai Xiao-I.
2025-10-31Jiading District People's Court of Shanghai accepted a financial contract dispute filed by Shanghai Rural Commercial Bank Co., Ltd. Jiading Branch against Shanghai Xiaoi.
2025-11-06Hearing for financial loan contract dispute filed by Bank of Nanjing Co., Ltd. against Shanghai Xiaoi.
2025-12-31Convertible Loan IV ending balance was $2,006,119 after conversions.
2026-01-01Cash transfers among Company, WFOE, other subsidiaries, VIE, and its consolidated subsidiaries from January 1, 2026 to March 31, 2026.
2026-04-20Board of Directors approved changing ADS to ordinary share ratio from 1 ADS representing one-third of an ordinary share to 1 ADS representing 60 ordinary shares.
2026-05-20Hearing scheduled for contract dispute filed by Shanghai Bank Co., Ltd. Pudong Branch against Shanghai Xiao-I.
2026-06-23Hearing scheduled for financial loan contract dispute filed by Bank of Beijing Co., Ltd. Shanghai Branch against Shanghai Xiao-I.

Recommendation

strong sell

The company faces severe financial distress, evidenced by a massive net loss of over $100 million in 2025, persistent negative operating cash flows, and an explicit 'going concern' warning from its auditors. The strategic realignment, while intended to improve efficiency, has resulted in a drastic revenue decline and significant non-recurring expenses. The company's reliance on convertible debt for liquidity, coupled with ongoing legal battles (including patent infringement and multiple securities class actions), creates substantial uncertainty and risk. While there are some positive developments like the Hua Zang LLM and smart glasses, these are overshadowed by the immediate financial instability and operational challenges. The high concentration of customers and suppliers also presents significant business risk. Given the accumulated deficit, negative working capital, and the 'going concern' doubt, the stock carries an extremely high risk profile, making it unsuitable for investment and warranting a strong sell recommendation.

Keywords

Artificial Intelligence, AI, Cognitive AI, Large Language Model, LLM, Hua Zang, Smart Glasses, tAIkbox, Software Services, Hardware Products, China, PRC, SEC Filing, Nasdaq, Convertible Notes, VIE Structure, Patent Litigation, Securities Class Action, Going Concern, Financial Performance, Technology Development, Customer Service AI, Enterprise AI, Wearable AI, Cybersecurity, Corporate Governance, Risk Management

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