Welcome to our dedicated page for GAXOS.AI SEC filings (Ticker: GXAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Gaxos.ai Inc. filings document a Nevada technology issuer with Nasdaq-listed common stock and emerging growth company status. Its 8-K reports cover material definitive agreements, at-the-market common stock sales arrangements, prospectus supplements and other events tied to equity financing and strategic investments, including the membership-interest purchase agreement for America First Defense.
Proxy and shareholder-meeting filings describe board elections, auditor ratification, equity incentive plan amendments and voting results. The filing record also identifies the GXAI common stock class, par value and exchange listing, and provides formal disclosures around governance, capitalization and securities issuance activity.
Gaxos.ai Inc. (GXAI) has filed a resale shelf registration covering up to 6,165,691 registered shares of Common Stock for selling stockholders. These shares are issuable upon exercise of outstanding warrants, including 6,015,308 New Warrants at $0.95 per share and 150,383 placement agent warrants at $1.50 per share.
The company will not receive proceeds from resale of the registered shares, but could receive up to approximately $5.9 million in gross proceeds if all registered warrants are exercised for cash, which it intends to use for working capital and general corporate purposes. GXAI had 11,052,288 shares outstanding as of September 10, 2026, and its stock closed at $0.7350 on Nasdaq on September 9, 2026.
GAXOS.AI INC. (GXAI) is the subject of a Schedule 13G reporting the holdings of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. As of the close of business on August 20, 2026, they may be deemed to beneficially own 722,280 shares of common stock through the New Intracoastal Warrant.
These 722,280 warrant shares represent 4.99% of the common stock, based on 10,744,634 shares outstanding before an inducement transaction, plus 3,007,654 shares issued at that closing and the 722,280 warrant shares. Voting and dispositive power over these shares is shared, with no sole voting or dispositive power reported.
The New Intracoastal Warrant includes a 4.99% blocker provision, limiting exercises that would push aggregate beneficial ownership above 4.99%. Because of this blocker, 956,176 additional warrant shares are currently excluded from beneficial ownership calculations.
Gaxos.ai Inc. entered into an inducement agreement with certain warrant holders, who agreed to immediately exercise existing warrants to purchase 3,007,654 shares of common stock at a reduced exercise price of $1.20 per share. This is expected to generate aggregate gross proceeds of approximately $3.6 million before fees.
In consideration for this cash exercise, the company will issue new unregistered warrants to purchase up to 6,015,308 shares at an exercise price of $0.95 per share, with a three‑year term, plus placement agent warrants for up to 150,383 shares at $1.50 per share. Gaxos.ai engaged H.C. Wainwright & Co. as exclusive placement agent, agreeing to an 8% combined cash and management fee on gross proceeds and additional expense reimbursements. The company plans to use net proceeds for general corporate and working capital purposes and has committed to file a resale registration statement for the new warrant shares within specified SEC timing milestones, while agreeing to limit other equity issuances for 30 days after closing.
GXAI filed an amendment to a prospectus supplement related to the resale of up to 1,932,229 shares of common stock, including shares issued in a March 13, 2024 private placement and shares issuable upon exercise of various warrants. These securities include common shares, pre-funded warrant shares, Series A and Series B warrant shares, and placement agent warrant shares. The common stock warrants’ exercise price, originally $2.58 per share, has been amended to $1.20 per share. GXAI’s common stock trades on the Nasdaq Capital Market under the symbol GXAI, and the last reported sale price on August 13, 2026 was $1.26 per share.
GXAI filed a prospectus supplement related to the resale of up to 3,005,642 shares of common stock underlying various warrants held by selling stockholders and the placement agent. These include warrants originally exercisable at $3.32 and $3.00 per share issued under December 2024 purchase agreements and an engagement agreement with H.C. Wainwright & Co., LLC.
On August 14, 2026, the company agreed with holders to amend the exercise price of the Common Warrants (the December 18 Warrants and December 26 Warrants) to $1.20 per share. The common stock trades on the Nasdaq Capital Market under symbol GXAI, with a last reported sale price of $1.26 per share on August 13, 2026. The company is classified as an emerging growth company and notes that investing in its securities involves a high degree of risk.
Gaxos.ai Inc. reported record second-quarter 2026 consolidated revenue of $2.46 million, up 35.8% from $1.81 million in the first quarter of 2026 and 1,337% above $0.17 million in the second quarter of 2025. Management highlighted that revenue grew at nearly twice the pace of advertising spend and that revenue generated per advertising dollar increased.
Advertising and marketing expense rose to $3.14 million, about 13.5% above the prior quarter. Revenue per advertising dollar improved to $0.78 from approximately $0.65, while advertising and marketing expense declined to about 128% of revenue from 153%, indicating better marketing efficiency but still heavy spend.
Gaxos completed the sale of substantially all gaming assets to Game Foundry AI in exchange for 2.2 million Game Foundry AI shares valued at roughly $1.76 million for the transaction and retained a 19.99% interest in America First Defense.AI LLC. Liquidity remained solid, with $11.44 million in cash and short-term investments as of June 30, 2026, versus $11.71 million at March 31, 2026, and the company raised about $1.0 million through an at-the-market equity program in the quarter.
Gaxos.AI Inc. reported sharply higher revenues and a strategic portfolio shift for the quarter ended June 30, 2026. Revenue rose to $2,457,357 from $170,971 a year earlier, driven mainly by RNK Health administrative services and subscriptions from Gaxos Labs products such as Art-Gen.ai, UnGPT.ai and Bible Pray AI.
Operating expenses increased significantly as the company scaled, with research and development at $506,971 and selling, general and administrative at $3,815,141, largely from marketing RNK Health and subscription apps. This produced an operating loss of $1,864,755, but a $1,749,890 gain on the sale of gaming assets and investment income led to net income attributable to common shareholders of $241,056 for the quarter.
The company sold substantially all gaming assets to Game Foundry AI for shares valued at $1,760,000 and separately invested $200,000 in Game Foundry, while also acquiring a 19.99% stake in America First Defense.AI for $2,915,000. Liquidity remains solid with cash of $1,089,449, short-term investments of $10,353,040 and working capital of $10,769,048. Shares outstanding increased to 10,744,634 following ATM equity sales.
Gaxos.ai Inc. held its 2026 annual meeting of shareholders on August 11, 2026. Shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan, increasing the common shares reserved for issuance under the plan to 1,000,000 from 803,637. All four director nominees, Vadim Mats, Adam Holzer, Scott Grayson, and Roman Feldman, were elected to serve until the next annual meeting or earlier departure. Shareholders also ratified Salberg & Company, P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, shareholders granted the board authority, at its discretion, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-50 at any time before August 11, 2028. A quorum of 4,869,942 common shares was represented in person or by proxy.
Gaxos.ai Inc. is asking shareholders to approve four items at its 2026 annual meeting on August 11, 2026. Shareholders will vote on electing four directors, ratifying Salberg as auditor for 2026, increasing shares reserved under the 2022 Equity Incentive Plan to 1,000,000, and authorizing a 1‑for‑2 to 1‑for‑50 reverse stock split to help maintain Nasdaq listing. The record date is June 22, 2026, when 10,744,634 common shares were outstanding, each with one vote. The company outlines its governance structure, board independence, executive compensation, and procedures for voting, broker non‑votes and shareholder proposals.