{"url_path":"/sec/aixc/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1460702/0001493152-26-023124-index.html","accession_number":"0001493152-26-023124","cik":"0001460702","ticker":"AIXC","issuer_name":"AIxCrypto Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1460702/0001493152-26-023124-index.html","primary_entity_key":"0001460702","primary_entity_name":"AIxCrypto Holdings, Inc."},"word_count":641,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 12, 2026, the AIxCrypto Holdings, Inc., a Delaware corporation (the “Company”), entered into a note purchase agreement\n(the “Note Purchase Agreement”) with CABG ACQUISITION CORP. (“Buyer”), pursuant to which the Company agreed to\nsell, assign, and transfer to the Buyer, all of the Company’s right, title, and interest in the Note Package (as such term is defined\nin the Note Purchase Agreement), which includes (a) that certain Amended and Restated Secured Demand Promissory Note dated August 21,\n2025, as amended by Amendment No. 1 dated September 15, 2025 and Amendment No. 2 dated October 2, 2025 (collectively, the “Note”),\nmade by Marizyme, Inc., a Nevada corporation (“Marizyme”), in favor of the Company, in the outstanding principal amount of\napproximately $4,771,142, together with accrued and unpaid interest thereon at the rate of eighteen percent (18%) per annum (the Note,\ntogether with all accrued and unpaid interest and all other amounts due thereunder, the “Note Obligations”); (b) that certain\nCo-Development Note dated April 11, 2024, by and between Marizyme and the Company (as successor to Qualigen Therapeutics, Inc.), as amended\nby Amendment No. 1 to Co-Development Note dated August 6, 2024, providing for a funding amount of $1,750,000 and an Investment Return\npayable to the Company based on the commercial success of the DuraGraft product, together with all rights of Company thereunder (the\n“Co-Development Note”); (c) that certain Security Agreement dated August 20, 2025, by and between Marizyme, as debtor, and\nthe Company, as secured party (the “Security Agreement”), granting the Company a security interest in substantially all assets\nof Marizyme (the “Collateral”); (d) all UCC financing statements filed in connection with the Security Agreement; (e) any\nand all rights of the Company as a secured creditor of Marizyme with respect to the Collateral; and (f) all rights to collect, enforce,\nor receive payment of the Note Obligations and any amounts due under the Co-Development Note.\n\n \n\nThe\ntotal consideration for the sale of the Note Package under the Note Purchase Agreement includes, amongst others, a cash consideration\nof $100,000 pursuant to Article 3.1 of the Note Purchase Agreement, royalty payments equal to ten percent (10%) of Net Revenue (as such\nterm is defined in the Note Purchase Agreement) on all cumulative Net Revenue exceeding $20,000,000 pursuant to Article 3.2 of the Note\nPurchase Agreement, and a commitment by Buyer to acquire and commercialize, or cause another entity organized by Buyer to acquire and\ncommercialize, the assets of Marizyme, and to issue to the Company a membership interest equal to 4.99% of the outstanding membership\ninterests in the Buyer. Additionally, the Company will have a customary preemptive right, in the event the Buyer proposes to issue any\nnew membership interests other equity securities, and the Company will also have customary registration rights with respect to the membership\ninterest of the Buyer acquired by the Company, in the event that the Buyer or any successor entity converts to a corporation or otherwise\nbecomes subject to the Securities Act of 1933, as amended, in connection with a public offering or otherwise.\n\n \n\nThe\nclosing of the transactions contemplated under the Note Purchase Agreement shall occur on such date as the parties may mutually agree\nin writing (the “Closing Date”), and shall be effective as of the Closing Date. If the closing has not occurred on or before\n90 days from execution, either party may terminate the Note Purchase Agreement upon written notice to the other without further liability,\nprovided the terminating party is not then in material breach of its obligations.\n\n \n\nThe\nforegoing descriptions of the Note Purchase Agreement do not purport to be complete and are qualified in its entirety by reference to\nthe full text of the Note Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference."}