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 2025

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 ☐

~~Entry~~Departure ~~into~~of ~~a Material Definitive Agreement.~~Director

~~Securities~~On June ~~Purchase~~30, ~~Agreement~~2025, Mr. Zhong Lin tendered his resignation as a member of the Board of Directors (the “Board”) of Xiao-I Corporation (the “Company”) and a member of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board. Mr. Zhong Lin’s decision to resign was not the result of any disagreement with the Company, the Board, management, or any matter relating to the Company’s operations, policies or practices.

OnAppointment June 18, 2025, Xiao-I Corporation, a Cayman Islands exempted company with limited liability (the “Company”), entered into two securities purchase agreements (each, a “SPA”) with two institutional investors (the “Investor”) to issue and sell two convertible promissory notes with the aggregate principal amount of ~~$6,128,000~~Director (collectively, the “Notes”), including the initial aggregate principal amount of $5,610,000 and an additional original issue discount in the aggregate amount of $518,000 to be added to the principal amount on the 30-day anniversary of the Purchase Price Date (as defined in the applicable Note). The Notes were sold to the Investors with an Original Issue Discount and are convertible into the Company’s ordinary shares in the form of American Depositary Shares (“Conversion Shares”). Each ADS represents three ordinary shares.

~~The~~On July ~~Notes~~1, ~~were~~2025, ~~sold to~~ the ~~Investors~~Board inappointed ~~reliance~~Jun ~~upon~~Wang anto ~~exemption from~~serve ~~securities~~as ~~registration~~an ~~afforded~~independent bydirector ~~the Securities Act~~ of ~~1933, as amended (~~the ~~“Securities Act”) and the Company received gross proceeds of $5~~Board,~~610,000.~~ ~~The Conversion Shares were offered through~~ a ~~prospectus~~member ~~supplement~~of ~~pursuant to~~ the ~~Company’s~~Audit ~~effective shelf registration statement on Form F-3~~Committee, ~~as amended (SEC File No. 333-279306) (which was initially filed with~~ the ~~U.S. Securities and~~Compensation ~~Exchange Commission on May 10~~Committee, ~~2024,~~ and ~~declared effective on May 20, 2024), and~~ the ~~base~~Nominating ~~prospectus therein. Such prospectus supplement pursuant to Rule 424(b)(5) of the Securities Act relating to~~ and ~~describing~~Corporate ~~the~~Governance ~~terms~~Committee of ~~this offering has been filed with~~ the UBoard.S. ~~Securities and~~The ~~Exchange~~foregoing ~~Commission~~actions ~~(“SEC”)~~became effective on ~~June~~July 181, 2025. ~~Copies of such prospectus supplement and accompanying prospectus may be obtained at the SEC’s website www.sec.gov. On June 20, 2025, the offering of the Notes was consummated.~~

In connection with Jun Wang’s appointment, the Company and Mr. Wang entered into a Director Agreement and an Indemnification Agreement. Pursuant to the Director Agreement, Mr. Wang will serve as a director of the Company, effective as of July 1, 2025, and will continue to serve until his successor is duly elected or appointed and qualified, or until his earlier death, disqualification, resignation, or removal from office. Mr. Wang will receive annual compensation of RMB 330,000, payable in equal monthly installments. The ~~Note~~Director Agreement is not an employment agreement and does not create any right to continued employment with the Company.

~~Conversion~~Pursuant to atthe ~~Option~~Indemnification Agreement, the Company has agreed to indemnify Mr. Wang, to the fullest extent permitted by law, against certain liabilities and expenses incurred as a result of ~~Holder~~actions brought against him in his capacity as a director of the Company. The Company will also advance expenses in connection with such proceedings, subject to customary conditions, including a written undertaking to repay any amounts advanced if it is ultimately determined that Mr. Wang is not entitled to indemnification. The Indemnification Agreement survives Mr. Wang’s service as a director and includes protections in the event of a change in control.

~~Each~~The foregoing ~~Note~~summary ~~will~~of ~~mature 12 months after~~ the ~~Purchase~~Director ~~Price~~Agreement ~~Date~~and ~~(as~~Indemnification ~~defined in~~Agreement ~~the~~does ~~applicable~~not ~~Note)~~purport ~~and~~to ~~will~~ be ~~convertible~~complete ~~into~~and ~~the~~is ~~Company’s~~qualified ~~ADSs~~in atits aentirety by ~~conversion~~reference ~~price equal~~ to the ~~lower~~full oftext ~~(i) $3.04428 (the “Fixed Price”) or (ii) 85% multiplied by the lowest daily volume-weighted average price~~ of the ~~ADSs~~agreements, ~~during~~which ~~the~~are ~~ten~~filed ~~trading days~~as ~~preceding~~Exhibits ~~a conversion (the “Market Price”)~~10.1 ~~The~~and ~~conversion price will be further reduced by $0~~10.052 ~~per~~hereto ~~ADS~~and toincorporated ~~cover~~herein ~~any receipt issuance fees incurred~~ by ~~the holder in connection with any conversion (the “Conversion Price”)~~reference.

AnJun Wang ~~Investor~~has ~~may~~no ~~convert~~direct ~~all,~~ or indirect material interest in any ~~part,~~transaction ofrequired ~~the outstanding~~to ~~principal~~be disclosed pursuant to Item 404(a) of ~~the~~Regulation ~~Note~~S-K, and ~~together~~have ~~with~~no ~~accrued~~arrangement ~~and~~or ~~unpaid~~understanding ~~interest,~~with any ~~make-whole~~other ~~amount~~person ~~and~~required ~~any~~to ~~late~~be ~~charges~~disclosed ~~thereon,~~pursuant atto ~~any time,~~Item at401(a) ~~the~~of ~~Investor’s~~Regulation ~~option,~~S-K. ~~into~~Jun Wang ~~Conversion~~has ~~Shares~~no asfamily ~~per~~relationships ~~the~~required ~~following~~to ~~conversion~~be ~~formula:~~disclosed ~~the~~pursuant ~~number~~to Item 401(d) of ~~Conversion~~Regulation ~~Shares~~S-K. The Board has determined that Jun ~~equals~~Wang ~~the~~is ~~amount~~independent ofpursuant to the ~~outstanding~~definition ~~balance~~of ~~being~~independence ~~converted~~under Rule 5605(~~the~~a)(2) ~~“Conversion~~of ~~Amount”)~~the ~~divided~~Nasdaq byListing ~~the~~Rules ~~Conversion~~and ~~Price~~Rule 10A-3(~~subject~~b)(1) tounder ~~pro~~the ~~rata~~Securities ~~adjustment~~and ~~for~~Exchange ~~any~~Act ~~stock~~of ~~split~~1934, ~~stock~~as ~~dividend~~amended, ~~stock~~based ~~combination~~on an evaluation of the relationships between the Company and~~/or~~ ~~similar~~each ~~transactions)~~of those members.

~~Interest~~Descriptions of ~~Rate~~Jun Wang’s background and experience are as follows:

~~Each~~Mr. Jun ~~Note~~Wang ~~will~~has ~~bear~~served ~~interest~~as atDeputy aGeneral ~~rate~~Manager of 6%Meiyu ~~per~~Hotel ~~annum~~Management (Beijing) Co., ~~which~~Ltd. ~~will~~since September 2020, where he is responsible ~~increase~~for integrating Internet of Things (IoT), big data, and AI technologies to ~~18%~~enhance ~~upon~~hotel ~~the~~operations ~~occurrence~~and improve management efficiency. From September 2000 to September 2020, Mr. Wang served as Technical Director at Meiyu Hotel Management (Beijing) Co., Ltd., where he oversaw smart hotel infrastructure projects involving energy efficiency, intelligent room management, and ~~during~~precision ~~the~~system ~~continuance~~deployment. Mr. Wang has over two decades of anexperience ~~event~~in the application of ~~default~~intelligent systems and ~~upon~~IoT ~~written~~technologies ~~notice~~and ~~from~~has ~~the~~led ~~Investor.~~numerous ~~Each~~smart agriculture ~~Note~~demonstration ~~represents~~projects in China. Mr. Wang holds a ~~general~~bachelor’s ~~obligation~~degree ofin ~~the~~IoT ~~Company~~Engineering ~~and~~from ~~ranks~~Qingdao ~~pari~~University ~~passu~~of ~~with~~Science ~~other~~and ~~obligations~~Technology.

1Item 9.01 Financial Statements and Exhibits.

~~Security~~(d) Exhibits.

The Note is unsecured.

Exhibit Number		Description
10.1		Director Agreement, dated July 1, 2025, by and between Xiao-I Corporation and Jun Wang
10.2		Indemnification Agreement, dated July 1, 2025, by and between Xiao-I Corporation and Jun Wang

~~Prepayment~~1

We may prepay the Notes by providing the Investor ten-trading-days’ advance written notice. Any prepayment will be equal to 101% of the Outstanding Balance (as defined in the Note) if such prepayment is made on or prior to the date that is thirty (30) days from June 20, 2025 and 110% of the Outstanding Balance if such prepayment is made thereafter. We will not be obligated to pay a prepayment premium if the outstanding balance is less than $100,000.00. We may not prepay the Note if an event of default has occurred. SIGNATURES

~~Trigger~~Pursuant ~~Events~~to &the ~~Events~~requirements of ~~Default~~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.

Each Note enumerates a number of events (referred to as “Trigger Events”) which include, but are not limited to, (a) failure to pay principal, interest or fees when due; (b) appointment of a receiver or similar official over the Company’s assets without resolution within the specified timeframe; (c) insolvency or inability to pay debts of the Company; (d) the Company’s general assignment of assets for creditors; (e) occurrence of a voluntary bankruptcy proceeding by the Company; (f) occurrence of an involuntary bankruptcy proceeding against the Company; (g) failure to perform any covenant agreed under the applicable SPA; (h) entering into a Fundamental Transaction (as defined in the Note) without the applicable Investor’s consent while such Note is outstanding; (i) failure by the Company to maintain an effective registration statement covering Conversion Shares until the six-month anniversary of the Note; (j) failure to deliver any Conversion Shares within the time specified in such Note; (k) the Company’s breach of any covenant or obligation under the Transaction Documents (as defined in the SPA); (l) material misrepresentation in the warranties or statements of the Company; (m) reverse stock splits with respect to the ADSs without proper notice; (n) a court renders a money judgment against the Company of $100,000.00 or more that remains uncontested or unvacated; or (o) breaches of Other Agreements (as defined in the applicable Note) by us or related parties. Upon the occurrence of a Trigger Event, the applicable Investor may at its option, apply a trigger effect which increases the outstanding balance of the Note by an amount equal to 10% for any “Minor Trigger Event” and 15% for any “Major Trigger Event” (as defined in the Note). Additionally, such Investor may at its option, send a written request to the Company requiring a cure of such Trigger Event. In the event that we fail to cure the Trigger Event within ten days, the Trigger Event will automatically convert into an event of default (the “Event of Default”). Upon the occurrence of an Event of Default the applicable Investor may accelerate the Outstanding Balance of the Note and Default Interest (as defined in the Note) equal to 18% per annum will apply.

Date: July 8, 2025	Xiao-I Corporation

	By:	/s/ Hui Yuan
		Name:	Hui Yuan
		Title:	Chief Executive Officer

~~Ranking~~2

Each Note is a general obligation of the Company and ranks pari passu with other obligations.

Beneficial Ownership Limitation

As further described in the respective Notes, no Investor may beneficially own, as a result of a conversion or otherwise, more than a specified percentage of our outstanding ADSs on any given date—9.99% in the case of one Investor and 4.99% in the case of another (each, a “Beneficial Ownership Limit”). The applicable Beneficial Ownership Limit is non-waivable and shall apply to all affiliates and assigns of the Investors.

There was no placement agent for the sale of the Notes or in connection with the offering of Conversion Shares.

Copies of the forms of the Notes, the SPA, and the legal opinions delivered in connection with the closing of the transaction are attached hereto as exhibits and are incorporated herein by reference. The foregoing description of the SPAs and Notes is a summary of the material terms of such agreements, does not purport to be complete, and is qualified in its entirety by reference to the SPAs and the Notes.

INCORPORATION BY REFERENCE

Exhibits 4.1, 5.1, 5.2, and 10.1 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Xiao-I Corporation, 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.

EXHIBIT INDEX

Exhibit Number		Description
4.1		Form of Convertible Promissory Note issued to Investors, dated as of June 20, 2025
5.1		Opinion of Jingtian & Gongcheng
5.2		Opinion of Conyers Dill & Pearman
10.1		Form of Securities Purchase Agreement, dated as of June 18, 2025 between the Company and each Investor.

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 20, 2025	Xiao-I Corporation
	By:	/s/ Hui Yuan
		Name:	Hui Yuan
		Title:	Chief Executive Officer

Filing Compare · Xiao-I Corp