GAXOS.AI INC. 8-K

What Happened
Gaxos.ai Inc. (GXAI) announced on January 23, 2026 that it entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC to offer and sell shares of its common stock having an aggregate sales price of up to $3,000,000. The shares will be sold from time to time in “at-the-market” transactions (including on Nasdaq or other trading markets) pursuant to the company’s shelf registration statement on Form S-3 (File No. 333-283758), which was declared effective December 18, 2024, and a prospectus supplement dated January 23, 2026.

Key Details

• Agreement date: January 23, 2026; Sales manager: H.C. Wainwright & Co., LLC.
• Maximum aggregate offering size: $3,000,000 of common stock.
• Sales commission: 3.0% of gross proceeds; company will also reimburse certain specified expenses.
• Company is not required to sell any shares and may suspend or terminate the program; the offering ends when $3.0M is sold or the agreement is terminated.

Why It Matters
This gives Gaxos.ai a flexible way to raise up to $3.0 million by selling shares incrementally at prevailing market prices, which can be quicker and more market-driven than a traditional follow-on offering. For investors, use of an ATM can lead to future dilution if shares are sold, and the company will incur selling costs (3% commission plus reimbursed expenses). The filing does not specify how proceeds will be used.