Gaxos.ai (NASDAQ: GXAI) takes 19.99% stake in defense AI firm America First Defense
Rhea-AI Filing Summary
Gaxos.ai Inc. entered into a Membership Interest Purchase Agreement to acquire 19.99% of America First Defense.AI LLC for an aggregate cash purchase price of $2,900,000. Closing is expected on or before March 5, 2026, subject to the agreement's conditions.
The membership interests are being sold in a private transaction relying on Section 4(a)(2) of the Securities Act and are subject to transfer restrictions and tag-along rights for Gaxos in certain future AFD sales. Gaxos highlights this stake as a strategic move into advanced drone-based electronic warfare and soft-robotics defense technologies.
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Insights
Gaxos commits $2.9M for a minority stake in a defense AI platform.
Gaxos.ai is purchasing 19.99% of America First Defense.AI LLC for
The interests are acquired via a private transaction under Section 4(a)(2), with transfer restrictions and tag-along rights that can protect Gaxos's position in certain future AFD sales. Financial impact depends on AFD's execution in its targeted markets, while Gaxos positions this as part of a broader AI-focused, multi-sector investment strategy.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2026, Gaxos.ai Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with America First Defense.AI LLC, a New Mexico limited liability company (“AFD”), pursuant to which the Company agreed to purchase, and AFD agreed to sell, 19.99% of AFD’s outstanding membership interests (the “Membership Interests”) for an aggregate purchase price of $2,900,000.
The closing of the purchase (the “Closing”) is expected to occur on or before March 5, 2026, subject to satisfaction of the conditions set forth in the Purchase Agreement. On or before the Closing, the Company is required to pay the purchase price by wire transfer to an account designated by AFD. Within five calendar days following the Closing, AFD is required to deliver the Membership Interests to the Company.
The Purchase Agreement contains customary representations, warranties and covenants of the parties, including provisions regarding the private offering nature of the transaction. The Membership Interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable state securities laws, and are being issued and sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. The Purchase Agreement also includes restrictions on transfer of the Membership Interests, including that any transfer must be made in accordance with applicable law and AFD’s operating agreement.
In addition, the Purchase Agreement provides the Company with certain tag-along rights in connection with certain transfers by AFD of membership interests to third parties, as further described in the Purchase Agreement.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01 Other Events.
On March 3, 2026, the Company issued a press release regarding the Purchase Agreement, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Membership Interest Purchase Agreement, by and between America First Defense.AI LLC and Gaxos.ai Inc. dated as of March 2, 2026 | |
| 99.1 | Press Release dated March 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 hereunto duly authorized.
| Date: March 3, 2026 | GAXOS.AI INC. |
| /s/ Vadim Mats | |
| Vadim Mats | |
| Chief Executive Officer |
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Exhibit 99.1
Gaxos Acquires Strategic Stake in America First Defense, Developer of Advanced Drone-Based Electronic Warfare System
Acquisition Provides Exposure to Emerging US Defense Technologies with Multi-Sector National Security Applications
Roseland, NJ, March 03, 2026 (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various high-growth sectors, today announced that it acquired a 19.99% stake in America First Defense (“AFD”), a US-based defense technology company developing next-generation drone and robotics platforms.
America First Defense is an American-owned defense technology company developing next-generation security platforms across both air and ground domains. The company is focused on two high-priority categories: a detachable counter-drone system designed to neutralize hostile UAVs through precise protocol-level cyber attacks without collateral jamming, and a biomimetic soft robotics platform engineered for low-detection ground and subsurface operations. The company is seeking to address rapidly expanding demand from the Department of War, Department of Homeland Security, border security, maritime security, municipal safety, and critical infrastructure operators. With a strategy centered on American-made IP, scalable deployment economics, and mission-specific precision, America First Defense was established to serve the needs of a fast-growing defense market seeking cost-effective, all-domain systems purpose-built to counter modern autonomous threats.
The investment gives Gaxos exposure to a defense innovation platform built around American-owned intellectual property, operational precision, and deployment economics designed for real-world field adoption. As autonomous threats continue to evolve and the need for domestically developed countermeasures accelerates, Gaxos believes AFD is positioned within a compelling and rapidly expanding addressable market.
“We believe this transaction places Gaxos at the intersection of AI, defense innovation, and a rapidly accelerating national security priority,” said Vadim Mats, Chief Executive Officer of Gaxos. “America First Defense is developing differentiated technologies for a market that is demanding faster, more precise, and more scalable solutions. By securing this ownership position, we are expanding our footprint into a category that we believe provides significant strategic relevance and long-term commercial potential, while continuing to execute on opportunities that we believe can enhance shareholder value.”
This transaction reinforces Gaxos’ broader strategy of building a diversified portfolio of AI-driven businesses and strategic investments across sectors where innovation, demand, and long-term value creation converge. The Company continues to evaluate opportunities that can expand its market reach, strengthen its technology exposure, and support future growth.
For more information, visit Gaxos.AI and America First Defense. You can also follow Gaxos.ai on LinkedIn for the latest updates and news.
About America First Defense
America First Defense is an American defense technology company focused on developing advanced defense systems including airborne counter-drone technology and biomimetic soft robotics platforms designed for defense, homeland security, and critical infrastructure applications.
About Gaxos.ai Inc.
Gaxos.AI is a technology company focused on reshaping the way people interact with artificial intelligence across everyday life and high-impact industries. More than a developer of applications, Gaxos.AI is building a portfolio of AI-powered solutions designed to make advanced technology more practical, accessible, and transformative. The company’s growing portfolio spans defense, health and wellness, entertainment, and productivity—bringing intelligent tools to markets where innovation can drive meaningful real-world outcomes.
Forward-Looking Statements
Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”, “anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors as disclosed in our filings with the SEC, accessible through the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. The Company disclaims any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not incorporated by reference herein.
Gaxos.ai Inc. Company Contact
Investor Relations
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FAQ
What transaction did Gaxos.ai Inc. (GXAI) disclose in this 8-K?
How much is Gaxos.ai (GXAI) paying for its stake in America First Defense?
When is the Gaxos.ai and America First Defense transaction expected to close?
How are the America First Defense membership interests being issued to Gaxos.ai?
What strategic rationale does Gaxos.ai (GXAI) cite for investing in America First Defense?
What rights does Gaxos.ai receive related to future America First Defense equity sales?
Filing Exhibits & Attachments
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