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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 12, 2026
GAXOS.AI INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41620 |
|
87-3288897 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.
R. S. Employer
Identification No.) |
101 Eisenhower Pkwy, Suite 300,
Roseland,
NJ 07068
(Address
of principal executive offices, including ZIP code)
(973)
275-7428
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of exchange on which registered |
| Common Stock, par value $0.0001 |
|
GXAI |
|
The Nasdaq Stock Market LLC |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition.
On
November 12, 2026, Gaxos.ai Inc. (the “Company”)
announced financial results for the quarter ended September 30, 2026. A copy of the related
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit
No. |
|
Description
of Exhibit |
| 99.1 |
|
Press Release dated November 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
| |
GAXOS.AI INC. |
| |
|
|
| Date: November 13, 2026 |
By: |
/s/ Vadim
Mats |
| |
|
Vadim Mats |
| |
|
Chief Executive Officer |
Exhibit 99.1

Gaxos Reports Third-Quarter
Revenue Growth of 14.5% Sequentially and 464.9% Year over Year
Advertising and marketing
expense decreases 16.7% sequentially as revenue per dollar of advertising and marketing expense improves approximately 38%
Roseland, NJ / November 12, 2026 – Gaxos.ai
Inc. (“Gaxos” or the “Company”)(NASDAQ: GXAI), a company developing artificial intelligence applications across
various high-growth sectors, today reported financial and operating results for the third quarter ended September 30, 2026.
Third-quarter consolidated revenue was approximately
$2.81 million, an increase of 14.5% from approximately $2.46 million in the second quarter of 2026 and 464.9% from approximately $0.50
million in the third quarter of 2025.
“Our third quarter results show continued
revenue growth alongside lower advertising and marketing expense,” said Vadim Mats, CEO of Gaxos. “We achieved record consolidated
revenue while improving revenue per dollar of advertising and marketing expense by approximately 38% from the second quarter. We remain
focused on improving customer acquisition efficiency and scaling products and channels with favorable contribution economics.”
Third Quarter Financial Highlights
| ● | Consolidated revenue of approximately $2.81 million,
up 14.5% from the second quarter of 2026 and 464.9% from the third quarter of 2025. |
| ● | Basic and diluted net loss per common share attributable
to common shareholders was $0.08 in the third quarter of 2026 from $0.14 in the third quarter of 2025. |
| ● | Advertising and marketing expense of approximately
$2.62 million, down 16.7% from approximately $3.14 million in the second quarter of 2026. |
| ● | Revenue per dollar of advertising and marketing
expense of approximately $1.08, compared with $0.78 in the second quarter, an improvement of approximately 38%. |
| ● | Cash and short-term investments at approximately
$13.30 million as of September 30, 2026. |
Revenue and Advertising and Marketing Expense
Revenue increased 14.5% sequentially during the
third quarter, while advertising and marketing expense decreased approximately 16.7%. As a result, revenue generated per advertising dollar
improved approximately 38%, reaching $1.08 compared with approximately $0.78 in the second quarter.
Advertising and marketing expense represented
approximately 93% of consolidated revenue during the third quarter, compared with approximately 128% in the second quarter, an improvement
of approximately 35%.
Advertising and marketing expense totaled approximately
$2.62 million during the third quarter, compared with approximately $3.14 million during the second quarter.
“We are continuously fine-tuning our approach
to customer acquisition,” Mats continued. “Our revenue generated per advertising dollar showed significant improvement as
we work on strategy As always, we strive to continue building on our progress.”
Liquidity and Capital Structure
As of September 30, 2026, Gaxos had cash and short-term
investments of approximately $13.30 million, compared with approximately $11.44 million at June 30, 2026.
As of November 11, 2026, the Company had 13,752,288
shares of common stock outstanding.
During the third quarter, the Company received
approximately $3.17 million in net proceeds from warrant exercises and issued 3,007,654 shares of common stock. Additional details are
provided in Note 6 to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2026. The Company did not issue
shares through its at-the-market offering program during the quarter ended September 30, 2026.
Outlook and Operating Priorities
During the remainder of 2026, Gaxos intends to
focus on:
| · | Increasing recurring and repeat revenue across
its core operating businesses; |
| · | Improving customer-acquisition efficiency and
advertising payback; |
| · | Scaling products and customer channels demonstrating
favorable contribution economics; |
| · | Maintaining discipline in operating expenditures
and capital allocation; and |
| · | Providing investors with additional operating
measurements, where reliable and appropriate. |
Form 10-Q
Additional information regarding the Company’s
third-quarter results is available in its Quarterly Report on Form 10-Q for the period ended September 30, 2026, filed today with the
Securities and Exchange Commission.
About Gaxos.ai Inc.
Gaxos.ai Inc. (Nasdaq: GXAI) develops artificial
intelligence applications designed to address opportunities across consumer and enterprise markets. The Company’s operations include
Gaxos Labs, which develops and commercializes AI-powered applications, and RNK Health, a majority-owned subsidiary offering personalized
weight loss, longevity, and performance treatments. Gaxos also holds a strategic minority investment in America First Defense.AI, a defense-technology
company developing next-generation counter-UAS and robotic platforms.
For
more information, visit Gaxos.AI.
You can also follow Gaxos.ai on LinkedIn
for the latest updates and news.
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 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
E:ir@gaxos.ai
T: 1-888-319-2499