Every 8-K that Gaxos.ai Inc. (GXAI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow GXAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full GXAI filings page.
Gaxos.ai Inc. entered into an inducement agreement with certain warrant holders, who agreed to immediately exercise existing warrants to purchase 3,007,654 shares of common stock at a reduced exercise price of $1.20 per share. This is expected to generate aggregate gross proceeds of approximately $3.6 million before fees.
In consideration for this cash exercise, the company will issue new unregistered warrants to purchase up to 6,015,308 shares at an exercise price of $0.95 per share, with a three‑year term, plus placement agent warrants for up to 150,383 shares at $1.50 per share. Gaxos.ai engaged H.C. Wainwright & Co. as exclusive placement agent, agreeing to an 8% combined cash and management fee on gross proceeds and additional expense reimbursements. The company plans to use net proceeds for general corporate and working capital purposes and has committed to file a resale registration statement for the new warrant shares within specified SEC timing milestones, while agreeing to limit other equity issuances for 30 days after closing.
Gaxos.ai Inc. reported record second-quarter 2026 consolidated revenue of $2.46 million, up 35.8% from $1.81 million in the first quarter of 2026 and 1,337% above $0.17 million in the second quarter of 2025. Management highlighted that revenue grew at nearly twice the pace of advertising spend and that revenue generated per advertising dollar increased.
Advertising and marketing expense rose to $3.14 million, about 13.5% above the prior quarter. Revenue per advertising dollar improved to $0.78 from approximately $0.65, while advertising and marketing expense declined to about 128% of revenue from 153%, indicating better marketing efficiency but still heavy spend.
Gaxos completed the sale of substantially all gaming assets to Game Foundry AI in exchange for 2.2 million Game Foundry AI shares valued at roughly $1.76 million for the transaction and retained a 19.99% interest in America First Defense.AI LLC. Liquidity remained solid, with $11.44 million in cash and short-term investments as of June 30, 2026, versus $11.71 million at March 31, 2026, and the company raised about $1.0 million through an at-the-market equity program in the quarter.
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.
Gaxos.ai Inc. has sold substantially all of its gaming assets to Game Foundry AI in an all‑stock transaction valued at about $1.76 million. In exchange, the company received 2,200,000 shares of Game Foundry AI common stock, shifting value from internal gaming operations to an equity stake in a private peer.
The deal removes non‑core gaming activities so Gaxos can focus on its revenue‑generating, higher‑margin AI business lines across sectors like defense, health and productivity. Pro forma for the sale, Gaxos’ 2025 net loss would drop from $4.28 million to $2.54 million, and loss per share would narrow from $0.55 to $0.30.
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.
Gaxos.ai Inc. entered into a Membership Interest Purchase Agreement to acquire 19.99% of America First Defense.AI LLC for an aggregate cash purchase price of $2,900,000. Closing is expected on or before March 5, 2026, subject to the agreement's conditions.
The membership interests are being sold in a private transaction relying on Section 4(a)(2) of the Securities Act and are subject to transfer restrictions and tag-along rights for Gaxos in certain future AFD sales. Gaxos highlights this stake as a strategic move into advanced drone-based electronic warfare and soft-robotics defense technologies.
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.
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.
Gaxos.ai Inc. held its 2025 annual meeting of stockholders with 2,538,104 shares represented, constituting a quorum. All four director nominees were elected to serve until the next annual meeting; For votes for the nominees ranged from 592,411 to 609,602, with 1,905,954 broker non-votes recorded on the director elections. Stockholders ratified the appointment of Salberg & Company, P.A. as the independent auditor for fiscal 2025 by a vote of 2,274,665 For, 246,475 Against, and 16,964 Abstain. Shareholders also approved an amendment to the 2022 Omnibus Equity Incentive Plan to increase reserved shares from 553,637 to 803,637; the vote on the amendment was 507,255 For, 122,893 Against, 2,002 Abstain, with 1,905,954 broker non-votes.