[8-K] Gaxos.ai Inc. Reports Material Event

Rhea-AI Filing Summary

Gaxos.ai Inc. held its 2025 annual meeting of stockholders with 2,538,104 shares represented, constituting a quorum. All four director nominees were elected to serve until the next annual meeting; For votes for the nominees ranged from 592,411 to 609,602, with 1,905,954 broker non-votes recorded on the director elections. Stockholders ratified the appointment of Salberg & Company, P.A. as the independent auditor for fiscal 2025 by a vote of 2,274,665 For, 246,475 Against, and 16,964 Abstain. Shareholders also approved an amendment to the 2022 Omnibus Equity Incentive Plan to increase reserved shares from 553,637 to 803,637; the vote on the amendment was 507,255 For, 122,893 Against, 2,002 Abstain, with 1,905,954 broker non-votes.

Positive

• All four director nominees were elected, preserving board continuity with For votes ranging from 592,411 to 609,602.
• Independent auditor ratified: Salberg & Company, P.A. was approved as the company’s auditor with 2,274,665 For votes.
• Equity plan increased: Share reserve under the 2022 Omnibus Equity Incentive Plan raised from 553,637 to 803,637 shares.

Negative

• High broker non-votes: 1,905,954 broker non-votes were recorded on director elections and the plan amendment, substantially affecting voting outcomes.
• Relatively low For votes on the plan amendment: Only 507,255 votes were cast For the increase, with 122,893 Against, indicating limited active shareholder support among voted shares.

Insights

Corporate Governance Expert

TL;DR: Routine governance outcomes: board fully re-elected, auditor ratified, and equity plan share pool expanded.

The company completed standard annual-meeting matters. Electing all four nominees maintains board continuity and preserves incumbents' governance agenda. Ratification of Salberg & Company secures continuity in external audit oversight for the coming year. The approved increase in the 2022 Omnibus Equity Incentive Plan raises share availability by 250,000 shares, enabling additional equity grants but also increasing potential dilution. Notably, 1,905,954 broker non-votes on several proposals indicate a large block of shares held in street name did not deliver voting instructions, which materially affected vote totals.

Securities Analyst

TL;DR: Results are neutral—no management change, auditor confirmed, and a moderate equity pool increase approved.

From a capital markets perspective, re-election of directors and auditor ratification are routine and do not change corporate strategy. The equity plan amendment increases the reserve from 553,637 to 803,637 shares, a discrete corporate action that could support future compensation or hiring programs; its approval was carried with 507,255 For votes while a substantial 1,905,954 broker non-votes existed. Overall, these items are informational and do not by themselves alter near-term financial forecasts.

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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): August 12, 2025

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 5.07 Submission of Matters to a Vote of Security Holders.

On August 12, 2025, Gaxos.ai Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 2,538,104 shares of common stock continuing a quorum, were represented in person or by valid proxies at the Annual Meeting.

The final results for Proposals 1, 2 and 3, as set forth in the Company’s Definitive Proxy Statement, filed with the SEC on June 30, 2025, are as follows:

Proposal 1. At the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:

Directors		For				Withheld				Broker Non-Votes
Vadim Mats			609,602				22,548				1,905,954
Adam Holzer			592,411				39,739				1,905,954
Scott Grayson			595,459				36,691				1,905,954
Roman Feldman			608,743				23,407				1,905,954

Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of Salberg & Company, P.A. (“Salberg”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025:

For		Against		Abstain		Broker Non-Vote
2,274,665		246,475		16,964		-

Proposal 3. At the Annual Meeting, the Company’s stockholders approved an amendment to the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 803,637 shares from 553,637 shares (the “Plan Amendment”):

For		Against		Abstain		Broker Non-Vote
507,255		122,893		2,002		1,905,954

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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.

	GAXOS.AI INC.
Date: August 13, 2025	By:	/s/ Vadim Mats
		Vadim Mats
		Chief Executive Officer

2

FAQ

What were the total shares represented at Gaxos.ai's 2025 annual meeting (GXAI)?

A total of 2,538,104 shares of common stock were represented in person or by proxy, constituting a quorum.

Were Gaxos.ai's (GXAI) directors re-elected at the annual meeting?

Yes. All four nominees were elected, with For votes ranging from 592,411 to 609,602 and 1,905,954 broker non-votes.

Did shareholders ratify the company’s independent auditor for 2025?

Yes. Shareholders ratified Salberg & Company, P.A. as the independent registered public accounting firm by a vote of 2,274,665 For, 246,475 Against, and 16,964 Abstain.

What change was made to the 2022 Omnibus Equity Incentive Plan (GXAI)?

Shareholders approved an amendment increasing the number of shares reserved under the plan from 553,637 to 803,637 shares.

How did shareholders vote on the equity plan amendment?

The amendment passed with 507,255 For, 122,893 Against, 2,002 Abstain, and 1,905,954 broker non-votes.