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  4. [8-K] GAXOS.AI INC. Reports Material Event

Gaxos.ai Inc. (NASDAQ: GXAI) gains reverse split authority and expands stock plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gaxos.ai Inc. held its 2026 annual meeting of shareholders on August 11, 2026. Shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan, increasing the common shares reserved for issuance under the plan to 1,000,000 from 803,637. All four director nominees, Vadim Mats, Adam Holzer, Scott Grayson, and Roman Feldman, were elected to serve until the next annual meeting or earlier departure. Shareholders also ratified Salberg & Company, P.A. as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, shareholders granted the board authority, at its discretion, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-50 at any time before August 11, 2028. A quorum of 4,869,942 common shares was represented in person or by proxy.

Positive

  • None.

Negative

  • None.

Filing Explained

The vote expanded equity-plan capacity and granted split authority, but the filing reports neither a share issuance nor a reverse split.

At the August 11, 2026 annual meeting, shareholders approved the equity-plan expansion and gave the board reverse-split authority; the filing reports no share issuance or completed split, so the current structural change is added plan capacity and conditional consolidation authority.

The revised 2022 Plan reserve is an authorization for potential issuance, not a report that shares have been issued; under the supplied definition, dilution would arise only if additional shares are issued.

The board may choose a reverse split between 1-for-2 and 1-for-50 through August 11, 2028; if implemented, the split would reduce the share count and proportionally raise the per-share price, while leaving company value unchanged by the split itself.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Shares represented (quorum) 4,869,942 shares Common shares represented in person or by proxy at the 2026 annual meeting
Equity plan reserve after amendment 1,000,000 shares Common stock reserved for issuance under the 2022 Omnibus Equity Incentive Plan after amendment
Prior equity plan reserve 803,637 shares Common stock previously reserved for issuance under the 2022 Omnibus Equity Incentive Plan
Plan amendment votes for 630,447 Votes in favor of increasing shares reserved under the 2022 Plan
Reverse split authority votes for 3,068,168 Votes in favor of granting the board reverse stock split authority
Auditor ratification votes for 4,585,107 Votes in favor of ratifying Salberg & Company, P.A. as independent auditor for 2026
2022 Omnibus Equity Incentive Plan financial
"shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan"
reverse stock split financial
"authority, at its discretion, if needed, to effect a reverse split of the Company’s"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes financial
"Broker Non-Vote 630,447 | | 197,790 | | 2,260 | | 4,039,445"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Salberg & Company, P.A. as our independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What equity plan change did Gaxos.ai Inc. (GXAI) shareholders approve?
Shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan, increasing shares of common stock reserved for issuance to 1,000,000 from 803,637. This expands the pool available for future equity awards to eligible participants.

How many Gaxos.ai Inc. (GXAI) shares were represented at the 2026 annual meeting?
A total of 4,869,942 shares of common stock were represented in person or by valid proxies, constituting a quorum. This allowed all four proposals, including director elections and plan amendments, to be validly voted upon.

Which directors were elected at Gaxos.ai Inc.’s (GXAI) 2026 annual meeting?
Shareholders elected Vadim Mats, Adam Holzer, Scott Grayson, and Roman Feldman to the board. Each director will serve until the next annual meeting or until a successor is duly elected and qualified or earlier departure.

Did Gaxos.ai Inc. (GXAI) shareholders approve the reverse stock split authority?
Yes. Shareholders approved giving the board authority to effect a reverse stock split between 1-for-2 and 1-for-50. The board may implement it, if at all, any time before August 11, 2028, without further shareholder approval.

Who is Gaxos.ai Inc. (GXAI)’s auditor for the year ending December 31, 2026?
Shareholders ratified Salberg & Company, P.A. as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received significantly more votes for than against or abstaining.

What were the vote results on the Gaxos.ai Inc. (GXAI) equity plan amendment?
The amendment to increase shares reserved under the 2022 Plan received 630,447 votes for, 197,790 against, and 2,260 abstentions, with 4,039,445 broker non-votes. This vote approved the increase to 1,000,000 reserved shares.
false 0001895618 0001895618 2026-08-11 2026-08-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 11, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

At the Annual Meeting (as defined below) of Gaxos.ai Inc. (the “Company”), shareholders 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 1,000,000 from 803,637 shares (the “Plan Amendment”).

 

The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

 

 Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On August 11, 2026, the Company held its 2026 annual meeting of shareholdersholders (the “Annual Meeting”). A total of 4,869,942 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.

 

The final results for the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the SEC on July 2, 2026, 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 shareholders 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   728,845    101,652    4,039,445 
Adam Holzer   727,915    102,582    4,039,445 
Scott Grayson   732,560    97,937    4,039,445 
Roman Feldman   727,869    102,628    4,039,445 

 

Proposal 2. At the Annual Meeting, the shareholders ratified the appointment of Salberg & Company, P.A. (“Salberg”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the votes to approve Salberg was as follows:

 

For   Against   Abstain   Broker Non-Vote
4,585,107   245,714   39,121   -

 

Proposal 3. At the Annual Meeting, the Company’s shareholders approved an amendment to the 2022 Plan to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 shares from 803,637 shares. The result of the votes to approve the Plan Amendment was as follows:

 

For   Against   Abstain   Broker Non-Vote
630,447   197,790   2,260   4,039,445

 

Proposal 4. At the Annual Meeting, the shareholders granted the Company’s board of directors the authority, at its discretion, if needed, to effect a reverse split of the Company’s outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-50, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the board of directors in its discretion and to be effected, if at all, in the sole discretion of the board of directors at any time before August 11, 2028 without further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”). The result of the votes to approve the Reverse Stock Split Proposal was as follows:

 

For   Against   Abstain   Broker Non-Vote
3,068,168   1,754,234   47,540   -

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

 

Exhibit No.   Description of Exhibit
10.1   Amendment No. 2 to 2022 Omnibus Equity Incentive Plan
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

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 11, 2026 By: /s/ Vadim Mats
    Vadim Mats
    Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

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