Gaxos.ai (NASDAQ: GXAI) adds $2.6M to at-the-market stock offering

Rhea-AI Filing Summary

Gaxos.ai Inc. expanded its existing at-the-market stock offering program with H.C. Wainwright & Co. by authorizing up to an additional $2,600,000 of common stock sales. This increase is on top of approximately $3,000,000 of common stock already sold under the same agreement.

The company also filed a new prospectus supplement covering these additional shares and provided a legal opinion from Sheppard Mullin Richter & Hampton LLP confirming the validity of the common stock to be issued.

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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): February 4, 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 8.01 Other Events.

On February 4, 2026, Gaxos.ai Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated January 23, 2026, to up to an additional aggregate of $2,600,000, which does not include the approximately $3,000,000 of shares of Common Stock that were sold to date pursuant to the Sales Agreement, and filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the legal opinion as to the legality of the $2,600,000 of shares of Common Stock issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: February 4, 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. increased the size of its existing at-the-market common stock offering program by up to an additional $2,600,000. This expansion builds on approximately $3,000,000 of common stock already sold under the prior authorization with H.C. Wainwright & Co..

How much additional stock can Gaxos.ai (GXAI) sell under the ATM program?

Gaxos.ai can now sell up to an additional $2,600,000 of its common stock through its at-the-market offering agreement. This amount is separate from the approximately $3,000,000 of common stock that has already been sold under the same agreement.

Who is Gaxos.ai’s sales agent for the expanded ATM stock offering?

H.C. Wainwright & Co., LLC acts as sales agent for Gaxos.ai’s at-the-market common stock offering. The February 4, 2026 update keeps the same agreement in place while increasing the maximum aggregate dollar amount of shares that may be issued.

What legal opinion supports Gaxos.ai’s additional $2.6 million ATM capacity?

A legal opinion from Sheppard Mullin Richter & Hampton LLP addresses the legality of the additional $2,600,000 in common stock issuable under the at-the-market program. This opinion is filed as Exhibit 5.1 and includes a related consent as Exhibit 23.1.

What is the purpose of Gaxos.ai’s prospectus supplement mentioned in the filing?

The prospectus supplement, referred to as the Current Prospectus Supplement, covers the additional $2,600,000 of Gaxos.ai common stock available under the at-the-market agreement. It updates offering disclosures so the company can continue selling shares into the market subject to that documentation.

Does the 8-K indicate that Gaxos.ai (GXAI) changed its ATM sales agent?

No change of sales agent is described. The at-the-market offering continues under the existing agreement with H.C. Wainwright & Co., LLC, originally dated January 23, 2026, with only the maximum aggregate offering amount being increased.