Gaxos.ai Inc. filings document a Nevada technology issuer with Nasdaq-listed common stock and emerging growth company status. Its 8-K reports cover material definitive agreements, at-the-market common stock sales arrangements, prospectus supplements and other events tied to equity financing and strategic investments, including the membership-interest purchase agreement for America First Defense.
Proxy and shareholder-meeting filings describe board elections, auditor ratification, equity incentive plan amendments and voting results. The filing record also identifies the GXAI common stock class, par value and exchange listing, and provides formal disclosures around governance, capitalization and securities issuance activity.
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. is supplementing its prior prospectuses to raise the size of its at-the-market program under the Sales Agreement with H.C. Wainwright & Co. The company is offering up to an additional $1,065,001 of its common stock pursuant to the Sales Agreement.
The supplement states the Sales Agreement previously produced gross proceeds of approximately $5,600,000 from 3,096,481 shares sold. It reports 10,219,934 shares outstanding and 9,997,502 shares held by non-affiliates as of the prospectus supplement, with a disclosed public float market value of $19,995,004 using a $2.00 per-share price on February 3, 2026. The Company notes compliance with General Instruction I.B.6 of Form S-3.
Gaxos.AI Inc. reports on its evolving AI-focused business, highlighting multiple new products and substantial risk factors. The company is building a portfolio across gaming, health, wellness, faith and creative tools, including Gaxos Labs, Gaxos Gaming, Gaxos Health and RNK Health.
Recent launches include a generative AI service for game assets, UnGPT.ai for humanizing AI text, Art-Gen.AI for image and video creation, and Bible Pray AI for digital faith and wellness. Gaxos Health introduced an AI-powered health optimization product and RNK Health now operates as a 70%-owned subsidiary.
The filing notes an early-stage profile with limited operating history, no sustainable revenue and expectations of continued losses, requiring additional financing. As of December 31, 2025, cash was $840,499, short-term investments $11,345,187 and working capital $11,919,230, with $3,853,757 of net cash used in operations in 2025.
In January 2026, Gaxos.AI entered an at-the-market equity program of up to $5,600,000, and in March 2026 purchased 19.99% of America First Defense.AI LLC for $2,900,000. The report emphasizes extensive risks around AI use, data privacy, cybersecurity, healthcare regulation, intense competition and potential stock price volatility, including Nasdaq delisting risk.
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. is offering up to an additional $2,600,000 of common stock under its at-the-market Sales Agreement with H.C. Wainwright & Co.
The company previously sold 1,515,700 shares for gross proceeds of approximately $3,000,000 under this agreement. As of February 3, 2026, it had 8,639,153 shares outstanding and a public float of 8,416,721 shares valued at about $16,833,442 at $2.00 per share. Under Form S-3 General Instruction I.B.6, it may offer shares with an aggregate offering price of up to approximately $2,611,395.
Gaxos.ai Inc. has established an at-the-market offering program to sell up to $3,000,000 of common stock through H.C. Wainwright & Co. as sales agent. The shares may be sold from time to time on Nasdaq or other permitted markets, with Gaxos.ai paying Wainwright a 3.0% sales commission.
As of January 20, 2026, Gaxos.ai had 7,123,453 shares of common stock outstanding and estimates that, assuming sales at $1.09 per share, this program could add about 2,752,293 shares, bringing total shares up to 9,875,746. The company’s net tangible book value was $1.83 per share as of September 30, 2025 and would be $1.61 per share on a pro forma basis after the assumed full ATM usage, meaning existing holders see a book value decrease while new investors buy at a discount to that adjusted value.
The company plans to use any net proceeds for general corporate purposes, including capital expenditures, working capital and general and administrative expenses. The filing highlights that the stock is volatile, that investors may experience dilution and differing purchase prices over time, and that Gaxos.ai is an emerging growth and smaller reporting company using scaled disclosure and extended accounting transition periods.
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 (GXAI) reported Q3 2025 results. Revenue reached $498,271, up sharply from $2,704 a year ago, driven mainly by RNK Health’s non‑clinical patient support services. Operating expenses were $1,813,026, reflecting increased selling, general and administrative spending and continued R&D. Net loss attributable to common shareholders was $1,001,474.
For the nine months, revenue totaled $692,974. Other income contributed $173,882 in the quarter, including $156,034 of interest income. As of September 30, 2025, cash was $914,183 and short‑term investments were $12,058,377; working capital was $12,968,843. Management states existing liquidity is expected to fund operations for the next twelve months.
The company expanded its software assets, recording intangible assets, net, of $763,233 after purchasing software in February 2025 for $500,000 in cash and 200,000 shares. Common shares outstanding were 7,123,453 as of November 13, 2025.
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.