GAXOS.AI INC. 8-K

What Happened

• Gaxos.ai Inc. announced (Purchase Agreement dated March 2, 2026) that it will purchase 19.99% of America First Defense.AI LLC (AFD) for an aggregate price of $2,900,000. The closing is expected on or before March 5, 2026, subject to the agreement’s conditions. Gaxos.ai must wire the purchase price to AFD before closing, and AFD must deliver the membership interests within five calendar days after closing. A press release about the transaction was issued on March 3, 2026.

Key Details

• Purchase: 19.99% of AFD membership interests for $2,900,000.
• Agreement date and timing: Purchase Agreement dated March 2, 2026; expected closing on or before March 5, 2026.
• Payment and delivery: Gaxos.ai to pay by wire before closing; AFD to transfer interests within five days after closing.
• Securities and restrictions: Membership interests are unregistered and issued relying on Section 4(a)(2) of the Securities Act; transfer restrictions and tag‑along rights apply per the Purchase Agreement and AFD’s operating agreement.

Why It Matters

• This is a near-term minority investment that expands Gaxos.ai’s exposure to a defense-focused AI company; it is not a controlling acquisition (19.99% stake). The unregistered nature of the membership interests and transfer limitations mean the stake has restrictions on resale. Investors should note the small size of the stake relative to a full acquisition, the quick expected closing timeline, and the contractual protections (e.g., tag‑along rights) described in the Purchase Agreement.