GAXOS.AI INC. SEC Filings

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.

Gaxos.ai Inc. has sold substantially all of its gaming assets to Game Foundry AI in an all‑stock transaction valued at about $1.76 million. In exchange, the company received 2,200,000 shares of Game Foundry AI common stock, shifting value from internal gaming operations to an equity stake in a private peer.

The deal removes non‑core gaming activities so Gaxos can focus on its revenue‑generating, higher‑margin AI business lines across sectors like defense, health and productivity. Pro forma for the sale, Gaxos’ 2025 net loss would drop from $4.28 million to $2.54 million, and loss per share would narrow from $0.55 to $0.30.

Gaxos.ai Inc. is soliciting proxies for its 2026 Annual Meeting of Shareholders to be held on August 11, 2026 at its Roseland, New Jersey office. Shareholders will vote on election of four director nominees, ratification of Salberg as auditor, a proposed amendment to increase the 2022 Equity Incentive Plan pool, and a board-authorized reverse stock split (1-for-2 to 1-for-50) that the Board may implement to address Nasdaq minimum bid-price concerns.

The Board recommends votes FOR all proposals. The Plan Amendment would raise shares reserved under the 2022 Plan to 1,000,000 shares (stated as ~9.78% of fully diluted shares on the Record Date in the proxy). The reverse split authority, if used, may be implemented at the Board’s discretion before August 11, 2028.

Gaxos.AI Inc. filed an amendment to its quarterly report for the period ended March 31, 2026 to correct the common share count disclosed in its officer certifications. The number of shares of common stock outstanding as of May 13, 2026 is stated as 10,219,934.

The amendment is limited to revising the Section 302 certifications (Exhibits 31.1 and 31.2), changing the share figure from 7,123,453 to 10,219,934 and omitting paragraph 3 because no financial statements are included. All other disclosures in the original quarterly report remain unchanged.

Gaxos.AI Inc. reported sharp early-stage growth alongside wider losses for the quarter ended March 31, 2026. Revenue rose to $1,809,367 from $23,732 a year earlier, driven mainly by $1,245,909 of administrative services from RNK Health and $563,458 of subscription revenue from its AI applications.

Operating expenses increased to $4,356,489, led by $2,766,824 of advertising and marketing, pushing net loss to $2,474,246 and a loss per share of $0.25. Cash was $1,513,550 with short-term investments of $10,195,791, and working capital of $11,587,582. The company raised about $5.3M through an at-the-market stock program and invested $2,900,000 for a 19.99% stake in America First Defense.AI LLC, while stating it expects existing liquidity to cover at least twelve months of operations.

GAXOS.AI Inc. director Grayson Scott received an option grant for 25,000 shares of Common Stock at an exercise price of $1.32 per share. The options were granted at no cost, vesting 100% on the one-year anniversary of the March 20, 2026 grant date and expiring on March 20, 2031. Following this grant, Scott holds options covering 53,750 shares directly.

GAXOS.AI INC. director Roman Feldman received an employee stock option grant covering 25,000 shares of common stock. The options have an exercise price of $1.3200 per share and were awarded at no cost as a compensation grant.

According to the terms, 100% of the shares underlying the option vest on the one-year anniversary of the March 20, 2026 grant date. Following this award, Feldman holds options to acquire a total of 50,000 shares of GAXOS.AI common stock directly.

GAXOS.AI INC. director Adam Holzer received an award of 25,000 employee stock options to buy common stock at an exercise price of $1.32 per share. The options were granted under the 2022 Equity Incentive Plan and vest 100% on the one-year anniversary of the grant date. Following this grant, Holzer holds 53,750 stock options in total.

Gaxos.ai Inc. disclosed that it has increased the maximum aggregate offering price of common stock that may be issued under its at-the-market offering agreement with H.C. Wainwright & Co. by an additional $1,065,001. This at-the-market program allows the company to issue and sell shares of its common stock from time to time through the sales agent.

The company notes that this new capacity is in addition to approximately $5,600,000 of common stock already sold under the same agreement. Gaxos.ai also filed a prospectus supplement and included a legal opinion from Sheppard Mullin Richter & Hampton LLP covering the validity of the shares issued under the updated program.