GAXOS.AI INC. Files 8-K with Corporate Updates

TL;DR

GAXOS.AI INC. filed an 8-K on March 6th, reporting corporate changes and exhibits.

AI Summary

GAXOS.AI INC. filed an 8-K on March 11, 2024, reporting an event that occurred on March 6, 2024. The filing indicates changes to the company's Articles of Incorporation or Bylaws, and also lists 'Other Events' and 'Financial Statements and Exhibits' as items of information. The company was formerly known as NFT Gaming Co Inc. and NFT Gaming Co.

Why It Matters

This 8-K filing signals potential changes in GAXOS.AI INC.'s corporate structure or governance, which could impact its operational direction and shareholder rights.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting corporate events and does not disclose immediate financial distress or significant negative operational news.

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• NFT Gaming Co Inc. (company) — Former company name
• NFT Gaming Co (company) — Former company name
• March 6, 2024 (date) — Date of earliest event reported
• March 11, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GXAI The Nasdaq Stock Market LLC

Filing Documents

• ea0201554-8k_gaxosaiinc.htm (8-K) — 29KB
• ea020155401ex3-1_gaxosaiinc.htm (EX-3.1) — 14KB
• ea020155401ex99-1_gaxosaiinc.htm (EX-99.1) — 6KB
• ex3-1_002.jpg (GRAPHIC) — 4KB
• ex3-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-021390.txt ( ) — 243KB
• gxai-20240306.xsd (EX-101.SCH) — 3KB
• gxai-20240306_lab.xml (EX-101.LAB) — 33KB
• gxai-20240306_pre.xml (EX-101.PRE) — 22KB
• ea0201554-8k_gaxosaiinc_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On March 7, 2024, Gaxos.ai Inc. (the "Company") filed a certificate of amendment (the "Certificate of Amendment") to the Company's Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effectuate a 1-for-12 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share ("Common Stock"). The Reverse Stock Split became effective at 4:01p.m., Eastern Time, on March 7, 2024, and the Company's Common Stock is began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on March 8, 2024. Upon effectiveness of the Reverse Stock Split , every twelve shares of Common Stock issued and outstanding were automatically reclassified and combined into one share of Common Stock, without any change in the par value per share. Following the Reverse Stock Split, Company had 981,528 issued and outstanding shares of Common Stock. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company's equity incentive compensation plans. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share. The Company's Common Stock will continue to trade on The Nasdaq Capital Market under the existing symbol "GXAI", but the security has been assigned a new CUSIP number (62911P300). The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment which is filed a

01 Other Events

Item 8.01 Other Events. On March 6, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment dated March 6, 2024 99.1 Press Release dated March 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

SIGNATURES

SIGNATURES 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. GAXOS.AI INC. March 11, 2024 By: /s/ Vadim Mats Name: Vadim Mats Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR