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~~January 1223, ~~2025~~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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~August~~January 1223, ~~2025~~2026, Gaxos.ai Inc. (the “Company”) entered ~~held~~into ~~its~~an ~~2025~~At ~~annual~~The ~~meeting~~Market ofOffering ~~stockholders~~Agreement (the “~~Annual~~ATM ~~Meeting~~Agreement”) with H.C. AWainwright & ~~total~~Co., LLC (“Wainwright”), under which the Company may offer and sell shares of 2its common stock,~~538~~ par value $0.0001 per share,~~104~~ (the “Shares”), having an aggregate sales price of up to $3,000,000 through Wainwright as the sales manager. Sales of shares of the Company’s common stock through ~~continuing~~Wainwright, aif ~~quorum~~any, ~~were~~will ~~represented~~be inmade ~~person~~by orany method permitted by ~~valid~~law ~~proxies~~deemed to be an “at the ~~Annual~~market ~~Meeting~~offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on The Nasdaq Stock Market LLC or any other existing trading market for the Company’s common stock. Wainwright will use commercially reasonable efforts to sell shares of the Company’s common stock from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from the sales of shares of the Company’s common stock sold through Wainwright under the ATM Agreement and will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement as well as in connection with each Representation Date (as defined in the ATM Agreement). Pursuant to the ATM Agreement, the Company also provided Wainwright with customary indemnification and contribution rights. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.

The ~~final~~Company ~~results~~is ~~for~~not obligated to sell any of the ~~Proposals~~Shares 1,under 2the ATM Agreement and 3,may asat ~~set~~any ~~forth~~time insuspend ~~the~~solicitation ~~Company’s~~and ~~Definitive~~offers ~~Proxy~~thereunder. ~~Statement,~~The ~~filed~~offering ~~with~~of Shares pursuant to the ATM ~~SEC~~Agreement will terminate on ~~June~~the 30earlier of (1) the sale, ~~2025~~pursuant to the ATM Agreement, ~~are~~of Shares having an aggregate offering price of $3,000,000 and (2) the termination of the ATM Agreement by either the Company or Wainwright, as ~~follows:~~set forth therein.

~~Proposal~~The 1.foregoing ~~At the~~description ~~Annual~~of ~~Meeting,~~ the ~~terms~~ATM ofAgreement is ~~all~~not ~~four~~complete ~~members~~and ofis ~~the~~qualified ~~Board~~in ofits ~~Directors~~entirety ~~expired.~~by ~~All~~reference ofto the ~~four~~full ~~nominees~~text ~~for~~of ~~director~~the ~~were~~ATM ~~elected to~~Agreement, ~~serve~~a ~~until~~copy ~~the~~of ~~next~~which ~~annual~~is ~~meeting~~filed ofas ~~stockholders~~an orexhibit to ~~until~~this ~~their~~Current ~~respective~~Report ~~successors~~on ~~have~~Form ~~been~~8-K ~~duly~~and ~~elected~~is ~~and~~incorporated ~~qualified,~~herein orby ~~until such~~reference. ~~director’s~~This ~~earlier~~Current ~~resignation,~~Report ~~removal~~on orForm ~~death.~~8-K ~~The~~also ~~result~~incorporates ofby reference the ~~votes~~ATM toAgreement ~~elect~~into the ~~four~~Registration ~~directors~~Statement ~~was~~ (as ~~follows:~~defined herein).

Directors	For		Withheld		Broker Non-Votes
Vadim Mats		609,602		22,548		1,905,954
Adam Holzer		592,411		39,739		1,905,954
Scott Grayson		595,459		36,691		1,905,954
Roman Feldman		608,743		23,407		1,905,954

The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-283758) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2024 and declared effective by the SEC on December 18, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated January 23, 2026.

~~Proposal~~A 2.copy At of the ~~Annual~~opinion ~~Meeting,~~of ~~the~~Sheppard ~~stockholders~~Mullin ~~ratified~~Richter& Hampton, ~~the~~LLP ~~appointment~~regarding ofthe ~~Salberg~~Shares &to ~~Company,~~be ~~P.A.~~sold ~~(“Salberg”)~~under asthe ~~our~~ATM ~~independent registered~~Agreement ~~public~~is ~~accounting~~filed ~~firm~~as ~~for~~an ~~the~~exhibit ~~fiscal~~to ~~year~~this ~~ending~~Current ~~December~~Report ~~31,~~on ~~2025:~~Form 8-K.

For		Against		Abstain		Broker Non-Vote
2,274,665		246,475		16,964		-

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

~~Proposal~~Item 39.01 ~~At the~~Financial ~~Annual~~Statements ~~Meeting,~~and the Company’s stockholders 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 803,637 shares from 553,637 shares (the “Plan Amendment”):Exhibits.

For		Against		Abstain		Broker Non-Vote
507,255		122,893		2,002		1,905,954

(d) Exhibits.

Exhibit No.		Description
1.1		At the Market Offering Agreement by and between the Company and H.C. Wainwright & Co., LLC dated January 23, 2026
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~~-1-

~~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.~~SIGNATURES

	GAXOS.AI INC.
Date: August 13, 2025	By:	/s/ Vadim Mats
		Vadim Mats
		Chief Executive Officer

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: January 23, 2026	GAXOS.AI INC.

	/s/ Vadim Mats
	Vadim Mats
	Chief Executive Officer

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