Gaxos.ai (NASDAQ: GXAI) expands at-the-market common stock offering

Rhea-AI Filing Summary

Gaxos.ai Inc. disclosed that it has increased the maximum aggregate offering price of common stock that may be issued under its at-the-market offering agreement with H.C. Wainwright & Co. by an additional $1,065,001. This at-the-market program allows the company to issue and sell shares of its common stock from time to time through the sales agent.

The company notes that this new capacity is in addition to approximately $5,600,000 of common stock already sold under the same agreement. Gaxos.ai also filed a prospectus supplement and included a legal opinion from Sheppard Mullin Richter & Hampton LLP covering the validity of the shares issued under the updated program.

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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): March 20, 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 March 20, 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 $1,065,001, which does not include the approximately $5,600,000 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 $1,065,000 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: March 20, 2026	GAXOS.AI INC.
	/s/ Vadim Mats
	Vadim Mats
	Chief Executive Officer

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FAQ

What did Gaxos.ai Inc. (GXAI) change in its at-the-market offering?

Gaxos.ai increased the size of its at-the-market stock program by $1,065,001. This higher aggregate offering limit gives the company more room to issue common shares through H.C. Wainwright & Co. over time as part of its existing sales agreement.

How much stock has Gaxos.ai (GXAI) already sold under its ATM agreement?

Gaxos.ai reports it has sold approximately $5,600,000 of common stock under the agreement. This prior activity occurred before raising the program’s limit, and the newly added $1,065,001 capacity is in addition to those earlier sales through the at-the-market facility.

Who is the sales agent for Gaxos.ai’s at-the-market stock program?

H.C. Wainwright & Co., LLC serves as the sales agent for Gaxos.ai’s ATM program. Under the agreement, H.C. Wainwright can sell the company’s common stock into the market on its behalf, subject to the updated aggregate offering cap.

What legal documentation did Gaxos.ai file with this 8-K update?

Gaxos.ai filed a prospectus supplement and a legal opinion as exhibits. The opinion from Sheppard Mullin Richter & Hampton LLP addresses the legality of the common shares issuable under the expanded at-the-market agreement described in the company’s current prospectus supplement.

Does the Gaxos.ai 8-K mention the class of securities involved?

The filing concerns shares of Gaxos.ai’s common stock with a par value of $0.0001 per share. These common shares are listed on The Nasdaq Stock Market LLC under the trading symbol GXAI and are the securities issued under the at-the-market program.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-5.1 OPINION OF SHEPPARD MULLIN RICHTER & HAMPTON, LLP 13.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB