GAXOS.AI INC. Files 8-K on Agreements and Share Sales

TL;DR

GAXOS.AI INC. filed an 8-K detailing new deals and stock sales.

AI Summary

GAXOS.AI INC. (formerly NFT Gaming Co Inc.) filed an 8-K on December 26, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and submission of matters to a vote of security holders. The company, incorporated in Delaware, is in the pre-packaged software industry.

Why It Matters

This filing indicates significant corporate actions by GAXOS.AI INC., including potential new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or less favorable terms for existing shareholders.

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• NFT Gaming Co Inc. (company) — Former company name
• December 26, 2024 (date) — Earliest event reported date
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GXAI The Nasdaq Stock Market LLC
• $3.00 — "Common Stock") at a purchase price of $3.00 per share (the "Registered Direct Offer
• $3.6 m — erings are expected to be approximately $3.6 millio n, after deducting Placement Agent
• $50,000 — gross proceeds raised in the Offerings, $50,000 for non-accountable expenses and $15,95
• $15,950 — 50,000 for non-accountable expenses and $15,950 for clearing fees. The Company also agr
• $3.75 — ing price per share of Common Stock, or $3.75 per share. The Placement Agent Warrant

Filing Documents

• ea0226143-8k_gaxosai.htm (8-K) — 46KB
• ea022614301ex4-1_gaxosai.htm (EX-4.1) — 94KB
• ea022614301ex4-2_gaxosai.htm (EX-4.2) — 93KB
• ea022614301ex5-1_gaxosai.htm (EX-5.1) — 16KB
• ea022614301ex10-1_gaxosai.htm (EX-10.1) — 230KB
• ea022614301ex99-1_gaxosai.htm (EX-99.1) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-113225.txt ( ) — 792KB
• gxai-20241226.xsd (EX-101.SCH) — 3KB
• gxai-20241226_lab.xml (EX-101.LAB) — 33KB
• gxai-20241226_pre.xml (EX-101.PRE) — 22KB
• ea0226143-8k_gaxosai_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 26, 2024, Gaxos.ai Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional and accredited investors, pursuant to which the Company agreed to sell to such investors 1,346,669 shares (the "Shares") of common stock of the Company (the "Common Stock") at a purchase price of $3.00 per share (the "Registered Direct Offering"). The shares of Common Stock were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-283758), which was declared effective by the Securities and Exchange Commission on December 18, 2024. Concurrently with the sale of Common Stock pursuant to the Purchase Agreement, in a private placement, for each share of Common Stock purchased by the investors, such investors will receive from the Company an unregistered warrant (the "Warrant") to purchase one share of Common Stock (the "Private Placement" and together with the "Registered Direct", the "Offerings"). The Warrants have an exercise price of $3.00 per share, and are exercisable immediately upon issuance for a three-year period. The closing of the sales of these securities under the Purchase Agreement is expected to take place on December 30, 2024, subject to the satisfaction of customary closing conditions. The net proceeds from the Offerings are expected to be approximately $3.6 millio n, after deducting Placement Agent (as defined herein) fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the Offerings for general corporate purposes, which may include working capital and capital expenditures. The Warrants and the shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public off

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference. The Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder. -2-

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On December 27, 2024, the Company held its 2024 annual meeting of stockholders (the "Annual Meeting"). A total of 941,082 shares of common stock continuing a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for Proposals 1, 2 and 3, as set forth in the Company's Definitive Proxy Statement, filed with the SEC on November 19, 2024, are as follows: Proposal 1. At the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected to serve until the next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until such director's earlier resignation, removal or death. The result of the votes to elect the four directors was as follows: Directors For Withheld Broker Non-Votes Vadim Mats 374,921 6,568 559,593 Adam Holzer 374,967 6,522 559,593 Alex Kisin 369,888 11,601 559,593 Scott Grayson 374,986 6,503 559,593 Proposal 2. At the Annual Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporate to decrease the number of authorized shares of common stock of the Company from 50,000,000 to 25,000,000 (the "Share Decrease Proposal"). The results of the votes to approve the Share Decrease Proposal was as follows: For Against Abstain Broker Non-Vote 899,251 41,500 331 0 Proposal 3. At the Annual Meeting, the Company's stockholders approved the reincorporation of the Company from The State of Delaware to the State of Nevada (the "Reincorporation"). The result of the votes to approve the Reincorporation was as follows: For Against Abstain Broker Non-Vote 368,116 10,363 1,010 561,593

01 Other Events

Item 8.01 Other Events. On December 27, 2024, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1 Form of Securities Purchase Agreement 99.1 Press release dated December 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -3-

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. Date: December 30, 2024 GAXOS.AI INC. /s/ Vadim Mats Vadim Mats Chief Executive Officer -4-

View Full Filing

View this 8-K filing on SEC EDGAR