AI Financial Corp

8-K · form8-k.htm

0000862861

 2026-06-10
 2026-06-10

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 xbrli:shares

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported) June 10, 2026 (June 10, 2026)

  

 AI
FINANCIAL CORPORATION

 (Exact
name of registrant as specified in its charter)

  

 Nevada
  
 000-19621
  
 41-1454591

 (State
 or other jurisdiction

 of
 incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

  

 8548
 Rozita Lee Avenue , Suite 305

 Las
 Vegas , NV

  
 89113

 (Address
 of principal executive offices)
  
 (Zip
 Code)

  

 Registrant’s
telephone number, including area code 800 - 400-2247

  

  

 (Former
name or former address, if changed since last report.)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 Common
 stock (par value $0.001 per share)
  
 AIFC
  
 The
 Nasdaq Stock Market LLC

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☐

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Section
7 – Regulation FD

  

 Item
7.01 Regulation FD Disclosure.

  

 In
a press release dated June 10, 2026, a copy of which is furnished as Exhibit 99.1 to this Current Report, AI Financial Corporation (the
“Company,” “we,” and “our”) disclosed that the 3,321,690,994 WLFI tokens 1 that it holds
can provide it with significant liquidity, as they are currently available for it to use as collateral for a loan transaction, for it
to stake in connection with the WLF Protocol, and for it to use in a lending transaction. 2 Further, these tokens are expected
to become fully transferable on August 12, 2026, pursuant to the original terms governing such holdings. The Company’s other 3,583,585,650
WLFI tokens remain subject to a 12-month contractual lock-up previously agreed to by the Company and are expected to become fully transferable
on August 12, 2026, pursuant to the original terms governing such holdings. 3

  

 Based
on the current market value of the Company’s WLFI token holdings, the first portion represents in excess of US$180 million 4
of digital assets available to support the Company’s strategic initiatives, liquidity requirements, and growth objectives.

  

 Management
believes that the availability for use of a substantial portion of the Company’s WLFI token holdings materially strengthens the
Company’s liquidity profile and addresses a significant factor underlying the going concern disclosure contained in the Company’s
most recent Quarterly Report on Form 10-Q. Based on information currently available to management, the Company believes it possesses
sufficient liquidity and financial resources to fund its anticipated operations and satisfy its obligations for at least the next 12
months. Accordingly, management’s current belief is that the conditions that gave rise to the previously disclosed substantial
doubt regarding the Company’s ability to continue as a going concern have been substantially mitigated.

  

 The
Company notes that the aggregate market value of its WLFI holdings is currently approximately US$380 million, based on recent market
prices 5 , with more than US$180 million presently represented by available holdings.

  

 1 The
 number is exclusive of approximately 378,310,000 WLFI tokens currently pledged as collateral
 for the Company’s previously disclosed loan from WLFI, which tokens will be returned
 to the Company at the time of repayment of principal and accrued interest.

    

 2 Availability
 is subject to the conditions in an ancillary agreement with WLFI, which are substantially
 similar to the three criteria described above.

    

 3 The
 lapse in restrictions is also subject to the effectiveness of a registration statement to
 provide for the resale of shares of the Company’s common stock that the Company issued
 to WLFI at the closing of the August 2025 transaction, the shares of the Company’s
 common stock underlying the pre-funded warrants that the Company granted to WLFI at that
 closing, and the shares of our common stock underlying the “Lead Investor” warrants
 that we granted to WLFI at that closing.

    

 4 Based
 on 3,321,690,994 WLFI tokens and a WLFI token value of US$0.055 per token as of 7:00 p.m.
 EDT on June 9, 2026.

    

 5 Based
 on 6,905,276,644 WLFI tokens with a WLFI token value of US$0.055 per token as of 7:00 p.m.
 EDT on June 9, 2026.

  

 The
information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1, is being furnished to the
U.S. Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by a specific reference in such filing.

  

 Section
9 – Financial Statements and Exhibits

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit
 No.
  
 Description

 99.1
  
 Press Release, dated June 10, 2026.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

  

 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 hereunto duly authorized.

  

  
 AI FINANCIAL CORPORATION

  
  

 Date:
 June 10, 2026
 By:
 /s/
 Tony Isaac

  
  
 Tony
 Isaac

  
  
 Chief
 Executive Officer