0001493152-26-023124
SEC filingAIxCrypto Holdings entered into a Note Purchase Agreement on May 12, 2026, selling its Note Package related to Marizyme, including $4.77M principal debt and security interests, for $100K cash, royalties, and 4.99% equity in a Marizyme asset acquirer.
AIxCrypto Holdings has monetized its distressed debt position in Marizyme by selling the entire Note Package—encompassing a $4.77 million secured promissory note at 18% interest, a $1.75 million Co-Development Note linked to DuraGraft commercialization, and related security interests in substantially all Marizyme assets—to CABG Acquisition Corp. This transaction provides immediate liquidity via $100,000 cash while retaining significant upside through a 10% royalty on net revenues above $20 million (capped at approximately the present value of the notes) and a 4.99% equity stake in the special purpose vehicle (CABG SPV) that will acquire and commercialize Marizyme's assets. The equity comes with investor protections like preemptive rights to maintain pro rata ownership and piggyback registration rights for potential liquidity events. The quitclaim 'as-is' transfer shifts collection and enforcement risks to the Buyer, who assumes post-closing obligations and must notify Marizyme of the assignment. Closing awaits mutual agreement but includes a 90-day outside date, offering a clean exit from a high-risk creditor position while positioning the Company for participation in any Marizyme turnaround success without ongoing operational involvement.