Gaxos.ai (GXAI) launches $3,000,000 at-the-market stock offering

Rhea-AI Filing Summary

Gaxos.ai Inc. entered into an at-the-market offering agreement with H.C. Wainwright & Co., LLC that allows the company to sell shares of its common stock from time to time, with an aggregate sales price of up to $3,000,000. Sales can be made on The Nasdaq Stock Market or other existing trading markets as at-the-market transactions under securities rules, based on instructions the company provides to Wainwright.

Gaxos.ai will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from any share sales and reimburse specified expenses. The company is not obligated to sell any shares and may suspend offers under the agreement, which will end once $3,000,000 of shares have been sold under it or if either party terminates the agreement. The shares are being offered under Gaxos.ai’s effective Form S-3 shelf registration statement and a related prospectus supplement.

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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): January 23, 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 1.01 Entry into a Material Definitive Agreement.

On January 23, 2026, Gaxos.ai Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may offer and sell shares of its common stock, par value $0.0001 per share, (the “Shares”), having an aggregate sales price of up to $3,000,000 through Wainwright as the sales manager. Sales of shares of the Company’s common stock through Wainwright, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on The Nasdaq Stock Market LLC or any other existing trading market for the Company’s common stock. Wainwright will use commercially reasonable efforts to sell shares of the Company’s common stock from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from the sales of shares of the Company’s common stock sold through Wainwright under the ATM Agreement and will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement as well as in connection with each Representation Date (as defined in the ATM Agreement). Pursuant to the ATM Agreement, the Company also provided Wainwright with customary indemnification and contribution rights. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The Company is not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the ATM Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of $3,000,000 and (2) the termination of the ATM Agreement by either the Company or Wainwright, as set forth therein.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the ATM Agreement into the Registration Statement (as defined herein).

The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-283758) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2024 and declared effective by the SEC on December 18, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated January 23, 2026.

A copy of the opinion of Sheppard Mullin Richter& Hampton, LLP regarding the Shares to be sold under the ATM Agreement is filed as an exhibit to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		At the Market Offering Agreement by and between the Company and H.C. Wainwright & Co., LLC dated January 23, 2026
5.1		Opinion of Sheppard Mullin Richter & Hampton, LLP
23.1		Consent of Sheppard Mullin Richter & Hampton, LLP (incorporated into Exhibit 5.1)
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: January 23, 2026	GAXOS.AI INC.
	/s/ Vadim Mats
	Vadim Mats
	Chief Executive Officer

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FAQ

What did Gaxos.ai Inc. (GXAI) announce in this 8-K filing?

Gaxos.ai Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC that permits the company to sell its common stock from time to time, with total sales under the agreement capped at an aggregate offering price of $3,000,000.

How much stock can Gaxos.ai sell under the new at-the-market program?

Under the At The Market Offering Agreement, Gaxos.ai may offer and sell shares of its common stock having an aggregate sales price of up to $3,000,000 through H.C. Wainwright & Co., LLC as sales manager.

What fees will Gaxos.ai pay to H.C. Wainwright under the agreement?

Gaxos.ai will pay H.C. Wainwright & Co., LLC a commission equal to 3.0% of the aggregate gross proceeds from sales of its common stock under the agreement and will reimburse certain specified expenses in connection with entering into the agreement and on each Representation Date.

Is Gaxos.ai obligated to sell shares under this at-the-market agreement?

No. The company is not obligated to sell any shares under the At The Market Offering Agreement and may suspend solicitations and offers at any time as provided in the agreement.

When does the Gaxos.ai at-the-market offering terminate?

The offering of shares under the agreement will terminate on the earlier of the sale of shares having an aggregate offering price of $3,000,000 or the termination of the agreement by either Gaxos.ai or H.C. Wainwright & Co., LLC as set forth in the agreement.

Under what registration statement is Gaxos.ai selling these shares?

The shares are being offered and sold pursuant to Gaxos.ai’s shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-283758) filed on December 12, 2024 and declared effective on December 18, 2024, together with a prospectus supplement dated January 23, 2026.

Where will Gaxos.ai’s at-the-market sales take place?

Sales of Gaxos.ai’s common stock under the agreement may be made directly on The Nasdaq Stock Market LLC or any other existing trading market for the company’s common stock, using methods permitted by law for at-the-market offerings.