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 June 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 ☐
Other Events
As previously disclosed on our Current Report on Form 6-K, dated June 17, 2024, on June 17, 2024, Xiao-I Corporation, a Cayman Islands exempted company with limited liability (the “Company”), has entered into a securities purchase agreement with an institutional investor (the “Investor”) to issue and sell an aggregate principal amount of $3,260,869.57 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”). Each ADS represents one-third of an ordinary share. The Company has also concurrently offered 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.
On June 17, 2024, the Company closed the offering and raised $2,994,945 in gross proceeds therefrom. The Notes, Conversion ADSs and Pre-Delivery ADSs were sold through a prospectus supplement pursuant to the Company’s effective shelf registration statement on Form F-3, as amended (SEC File No. 333-279306) and the base prospectus therein. On June 17, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 6-K, announcing the closing of the offering.
INCORPORATION BY REFERENCE
Exhibits 5.1, 5.2 and 5.3 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Xiao-I, as amended (SEC File No. 333-279306), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 5.1 | Opinion of Conyer Dill & Pearman | |
| 5.2 | Opinion of Squire Patton Boggs (US) LLP | |
| 5.3 | Opinion of Jingtian & Gongcheng | |
| 99.1 | Press Release dated June 17, 2024. |
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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: June 18, 2024 | Xiao-I Corporation | |||
| By: | /s/ Hui Yuan | |||
| Name: | Hui Yuan | |||
| Title: | Chief Executive Officer | |||
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