Xiao-I Corporation Announces ADS Ratio Change Implementation Plan

SHANGHAI, August 5, 2024 /PRNewswire/ — Xiao-I Corporation (“Xiao-I” or the “Company”) (NASDAQ: AIXI), a leading artificial intelligence company, today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its common shares (the “ADS Ratio”), the nominal value 0.00005 USD per share, from the current ADS ratio of one ADS per one-third of an ordinary share to a new ADS ratio of one ADS per three ordinary shares.

For the Company’s ADS holders, the change in the ADS ratio will have the same effect as a one-for-nine reverse split of the ADSs. The Company expects that the change in the ADS ratio will be effective on or about the date August 23, 2024 (United States Eastern Time) (the “Effective Date”).

On the Effective Date, holders of non-ADS certificates in The Depository Trust Company (DTC) will have their ADSs automatically exchanged and will not be required to take any action. An exchange of every nine (9) then held (existing) ADSs for one (1) new ADS will automatically occur on the Effective Date, at which time the ADSs held will be canceled and new ADSs will be issued by Citibank, N.A., the depositary bank (the “Depositary”). The Company’s ADSs will continue to trade on the Nasdaq Stock Market under the symbol “AIXI.”

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements of new ADSs will be aggregated and sold by the Depositary and the net proceeds from the sale of fractional ADS entitlements (after deducting fees, taxes and expenses) will be distributed to the relevant ADS holders by the Depositary. The change in the ADS ratio will not affect the underlying ordinary shares of the Company and no ordinary shares will be issued or cancelled in connection with the change in the ADS ratio.

As a result of the change in the ADS index, the transaction price of ADSs is expected to increase proportionally, although the Company cannot guarantee that the transaction price of ADSs after the change in the ADS index will be equal to or greater than nine times the transaction price of ADSs before the change.

About Xiao-I Corporation

Xiao-I Corporation is a leading cognitive intelligence company China which provides a wide range of AI business solutions and services, including natural language processing, voice and image recognition, machine learning and affective computing. Since its establishment in 2001, the company has developed a broad portfolio of cognitive intelligence technologies that are highly applicable and have been applied to a wide range of business cases. Xiao-I powers its cognitive intelligence products and services with cutting-edge proprietary AI technologies to enable and promote industrial digitalization, intelligent modernization and transformation. For more information, please visit: www.xiaoi.com.

Forward-looking statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding plans, objectives, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact. When the Company uses words such as “may,” “will,” “intends,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, the Company is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks, including, but not limited to: the Company’s ability to achieve its objectives and strategies, the future development of the Company’s business and plans for future development of its business, including its financial condition and results of operations, demand for and acceptance of its products and services, its reputation and brand, the impact of competition and prices, changes in technology, governmental regulations, fluctuations in general economic and business conditions in Chinaand the assumptions underlying or relating to any of the foregoing and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”). For these reasons, among others, investors are cautioned not to place undue reliance on any forward-looking statements contained in this press release. Additional factors are discussed in the Company’s filings with the SEC, including the section entitled “Risk Factors” in its Annual Report on Form 20-F filed with the SEC on April 30, 2024as well as its current reports on Form 6-K and other filings, all of which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

For investor or media inquiries, please contact:

MS. Xia Berry

E-mail: (email protected)