NASDAQ: AIXC

In February 2026, the Company’s board determined
to concentrate on the RWA + Embodied AI (EAI) ecosystem. In connection with that decision, the Company has determined to discontinue development
of the BesTrade platform and the C10 portfolio management tools. These products were developed as early-stage proofs of concept and did
not meet the scale, regulatory profile, or margin characteristics consistent with the Company’s revised focus on enterprise and institutional
infrastructure. The Company does not anticipate material impairment charges in connection with this discontinuation beyond what has been
previously disclosed.

Separately, the Company continues
to evaluate strategic options for its therapeutics programs, previously conducted under the Qualigen brand. These options may include
proceeding with the existing QN-302 trial, licensing the asset, or an outright sale.

The effect of these actions is a Company that operates with a
focused capital structure, reduced operational complexity, and a business model that institutional investors can evaluate against a defined
set of infrastructure and programmable technology benchmarks.

Core
Business: The Dual-Pillar Strategy

AIxC’s
operations are organized around two integrated business pillars, which we refer to collectively as our Dual Flywheel strategy. These
pillars are designed to be mutually reinforcing: revenue and data generated through RWA tokenization activities support the development
and refinement of EAI infrastructure, and EAI deployment generates on-chain transaction volume and ecosystem participation that drives
RWA structuring demand.

Real-World
Asset Tokenization

AIxC
develops and operates software infrastructure for the digitization of traditional assets onto distributed ledger networks. Our tokenization
framework is designed to preserve regulatory compliance at each stage of the asset lifecycle by encoding compliance logic, transfer restrictions,
and ownership records directly into smart contracts. This approach is intended to give institutional counterparties the auditability
and mathematical certainty that trust-based legacy systems cannot provide at scale.

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Our
initial commercial application involves a $10 million strategic equity investment in common stock of Faraday Future Intelligent Electric
Inc. (Nasdaq: FFAI), which is currently anticipated to close before March 31, 2026.
Pursuant to an Entrusted Investment Agreement, the shares are currently held by an independent third party. The Company intends to develop
a tokenization framework for these holdings as a reference implementation for investors seeking access to on-chain liquidity for traditional
equity positions. The tokenization of this investment has not yet been completed and is subject to the development of applicable technical
and regulatory infrastructure. The Company intends to generate revenue from this pillar through structuring fees, platform licensing
to enterprises utilizing our tokenization infrastructure, and management fees associated with on-chain asset administration.

Embodied
AI Infrastructure

The
Company’s EAI pillar is focused on building the execution and monetization layer for AI-enabled physical systems. As autonomous
mobility, robotics, and connected equipment generate increasing volumes of operational data, we believe there is a significant unaddressed
need for programmable infrastructure that can govern the economic relationships between AI agents, human principals, and the capital
that funds their deployment.

AIxC
is developing the AIxC Hub, a decentralized application ecosystem designed to facilitate the registration, validation, and deployment
of AI models, with transaction finalization and incentive structures encoded on-chain. The Company’s early-stage commercial collaboration
with FFAI Robotics Inc., a subsidiary of Faraday Future Intelligent Electric Inc. (Nasdaq: FFAI), is expected to provide an initial deployment
environment for this infrastructure, with FFAI Robotics’ EAI-enabled vehicle and robotics programs serving as a primary source
of real-world operational data. No definitive commercial agreements governing this collaboration have been executed, and there can be
no assurance that any such agreements will be reached.

Revenue
Model

The
Company expects to generate revenue through three primary channels as its platforms achieve commercial scale. Platform licensing fees
will be charged to enterprise customers utilizing AIxC’s EAI infrastructure and tokenization stack. Structuring and transaction
fees will be earned in connection with the management and administration of tokenized assets. Ecosystem participation revenue will be
derived from the growth and utilization of the AIxC Hub, including validator economics, model deployment fees, and protocol-level participation
mechanisms.

The
Company’s EAI and RWA platforms are in the early stages of commercialization and have not generated material revenue to date. Investors
should review the risk factors and forward-looking statement disclosures in this filing carefully before making an investment decision.

Competitive
Position and Regulatory Framework

AIxC
competes with a range of participants across the tokenization and AI infrastructure competitive environment, including both established
technology companies and early-stage blockchain-native platforms. We believe our differentiation lies in our focus on institutional compliance
infrastructure, our existing regulatory posture as a Nasdaq-listed public company, and our early commercial relationship with an EAI-focused
hardware partner that provides real-world data and deployment context for our AI infrastructure.

The
Company’s operations are subject to evolving regulatory frameworks governing digital assets, blockchain-based securities, and AI
systems in the United States and other jurisdictions. We maintain an active regulatory compliance program and are engaged with applicable
regulatory bodies as the legal landscape for these technologies continues to develop.

Market Opportunity

The macro backdrop supports
our strategy. Blockchain adoption is accelerating across industries from roughly $41 billion in 2025 to approximately $1.9 trillion by
2034, representing more than a 50% compound annual growth rate. Institutional interest continues to grow, with surveys showing over 70%
of organizations adopting or planning to adopt blockchain for supply chain, payments, and data systems. The on-chain RWA market has grown
to more than $20 billion in 2025, a more than 300% increase over three years, with some forecasts projecting tokenized assets reaching
many trillions within a decade. The global AI Agent market is approximately $7 billion today and is projected to exceed $47 billion by
2030, representing a compound annual growth rate of nearly 45%. These two markets are each growing at exceptional rates, and the intersection
between them has virtually no competition.

Human Capital Management

As of December 31, 2025, we had
10 employees. in addition, we engaged certain consultants and advisors, including a Chief Advisor role and
executive advisors, who provide strategic guidance to the company. The company also benefits from a Transition Service Agreement (TSA)
between Faraday Future (“FF”) and AIXC, under which FF provides certain operational support, expertise, and resources to assist
the company in advancing its strategic and business objectives.

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Recent
Development

On
February 12, 2026, we announced a strategic partnership with BitMart to launch a co-branded virtual prepaid card. The offering
will enhance real-world payment flexibility for digital asset users.

On
February 2, 2026, AIxC Hub surpassed 1 million registered wallets and launched Tenk, a new AI-;powered interactive game further enhancing
user retention. AIxC official X account ranked seven among top regional discussion leaderboards.

On
January 15, 2026, AIxC announced that AIxC Hub exceeded 500,000 registered wallets and 200,000 daily active participants in the first
week following the launch. The AIxC Hub is data engine that captures human decision-making patterns to train embodied AI models.
It is based on zero capital participation model, minimizing financial barriers with forecasting capabilities for the C10 Index, and provides
Points systems for community participants.

On
November 20, 2025, the company was renamed from Qualigen and rebranded as AixCrypto Holdings, Inc. (Nasdaq: AIXC). The Company will take
blockchain as foundational technology and artificial intelligence as a major driver of creating a global ecosystem connecting Web2 and
Web3.

September 2025 PIPE Financing

In September 2025, the Company
consummated a subscription agreement (the “Subscription Agreement”) with certain investors, including Faraday Future Intelligent
Electric Inc. (Nasdaq: FFAI) (the “Lead Investor”), pursuant to which the investors purchased $40.7 million (the “Offering”)
of the Company’s common stock and shares of a newly created Series B Convertible Preferred Stock, par value $0.001 per share (the “Series
B Preferred Stock”). Up to $6.8 million of the net proceeds from the Offering were used to pay existing debt and fund existing business
operations. The remainder of the proceeds, including contributed cryptocurrency, was allocated to the establishment of the Company’s digital
asset treasury operations and related Web3 and AI infrastructure initiatives.

Further, in connection with the closing of the Subscription
Agreement, 1,087,266 warrants were issued to the placement agent, (the “Placement Agent Warrants”). The Placement Agent Warrants
were immediately exercisable and have an initial exercise price of $2.47 per share. At December 31, 2025, 1,087,266 Placement Agent Warrants
remain outstanding.

In connection with the closing
of the Offering, the Company rebranded from Qualigen Therapeutics, Inc. to AIxCrypto Holdings, Inc. and began trading on Nasdaq under
the ticker symbol AIXC in November 2025. Following the rebrand, the Company operated across three business lines: the BesTrade DeAI Agent
trading platform, the C10 digital asset treasury and portfolio management tools, and its Real World Asset and Embodied AI (EAI) ecosystem.

Subsequent to the closing
of the Offering, the Company undertook a further strategic realignment, as described above under “Strategic Realignment.”

July 2025 Financing

In July 2025, the Company closed a private placement transaction to raise
additional funding through the sale of 4,500 shares of Series A-3 Preferred Stock at a purchase price of $1,000 per share, for a net total
of $4.2 million.

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IR
Agency LLC Consulting Agreement

We
entered into a consulting agreement (the “IR Agency Consulting Agreement”) with IR Agency, LLC (“IR Agency”),
a provider of investor relations-related services on October 9, 2024. Pursuant to the IR Agency Consulting Agreement, we have engaged
IR Agency, on a non-exclusive basis, to prepare marketing and advertising materials.

As
consideration for its performance under the IR Agency Consulting Agreement, we will pay IR Agency a fee of $800,000 upon the Company
raising $1.8 million or more in an equity financing over the thirty (30) days. IR Agency is not a registered broker-dealer or investment
advisor and will not engage in any activities on behalf of us that would require it to be registered as a broker-dealer or investment
advisor.

The
IR Agency Consulting Agreement will have a term of one (1) month and may be terminated by written notice, with or without cause, by us
at any time.

Upon
the closing of the November 2024 Preferred Stock Offering, the Consulting Agreement (the “IR Agency Consulting Agreement”)
dated October 9, 2024, between the Company and IR Agency, LLC (“IR Agency”), a provider of investor relations services, became
effective. Pursuant to the terms of the agreement, $800,000 of the proceeds has been paid to IR Agency.

Research and Development

For research and development
of our drug candidates, we have historically leveraged the scientific and technical resources and laboratory facilities of UofL and UCL,
through technology licensing, sponsored research, and other consulting agreements. We have engaged contract research organizations (“CROs”)
and clinical sites for the Phase 1a clinical trial of QN-302. We intend to focus our internal research and development on oversight of
these CROs. We currently have no internal research and development facilities. We significantly reduced the amount of research and development
performed in the year ended December 31, 2025 due to a lack of funding.

Regulatory Matters

While in prior years we
have considered the regulatory requirements of the FDA regarding drug trials, there were no trials performed in the year ended December
31, 2025, and therefore no approvals from regulatory agencies were required.

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Intellectual Property

Qualigen manages and licensed the patents titled
“Substitued Naphthalene Dimides and Their Use” . The patent is for the drug QN-302 and covers the product and their methods
of manufacturing. In total 20 countries in Europe have patent coverage, as well as India, China, and Russia. The expiration of these patents
extends into 2040. The company will maintain these patents in these geographies as well as look to expand global coverage.

Going
Concern Qualification

Our
working capital deficiency, stockholders’ equity, and recurring losses from operations raise substantial doubt about our ability
to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its
report on our financial statements for the year ended December 31, 2025 with respect to this uncertainty. Our ability to continue as
a going concern will require us to obtain additional funding.

Corporate
Information

Our
principal executive offices are located at 5857 Owens Avenue Suite 300, Carlsbad CA 92008 Our telephone number is (760) 452-8111.
Our corporate website address is www.aixcrypto.ai. Our website and the information contained on, or that can be accessed through,
our website will not be deemed to be incorporated by reference in, and are not considered part of, this Annual Report. You should not
rely on our website or any such information in making your decision whether to purchase our securities.

We
make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and, if applicable, amendments to
those reports, available on the investor relations portion of our website. The reports are free of charge and are available as soon as
reasonably possible after they are filed with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy statements
and other information regarding SEC registrants, including AIxCrypto Holdings, Inc.

We
are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage
of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

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