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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) |
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 |
