Business Context and Reporting Period
Company: GAXOS.AI INC.
Filing Type: Form 8-K (Current Report)
Date of Report: January 23, 2026
Reporting Period: Event date January 23, 2026
Business Context: The Company, an emerging growth company incorporated in Nevada, entered into a material definitive agreement to establish an "At The Market" (ATM) equity offering program.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The only financial metric disclosed relates to the proposed capital raise:
- Maximum Offering Size: $3,000,000 aggregate sales price.
- Underwriter Commission: 3.0% of aggregate gross proceeds.
- Debt and Liquidity: The filing text does not provide a clear value for current debt levels or liquidity positions.
Material Changes
The primary material change reported is the execution of an At The Market Offering Agreement with H.C. Wainwright & Co., LLC. This agreement authorizes the Company to sell shares of its common stock (Trading Symbol: GXAI) on The Nasdaq Stock Market LLC or other existing trading markets. The Company is not obligated to sell any shares and may suspend the offering at any time.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to use the ATM program to raise capital based on market conditions, with sales made at the Company's discretion regarding price, time, and size limits.
Termination Conditions: The offering will terminate upon the earlier of: (1) the sale of shares with an aggregate offering price of $3,000,000, or (2) termination of the agreement by either party.
Risks and Contingencies: The filing notes that the offering is subject to customary representations, warranties, and indemnification rights. It explicitly states that no offer to sell securities is made in states where such an offer would be unlawful prior to registration or qualification.
Investor Verification Checklist
- Verify the current market price of GXAI to assess potential dilution from the $3,000,000 ATM program.
- Review the full text of the ATM Agreement (Exhibit 1.1) for specific conditions or covenants not detailed in the summary.
- Confirm the Company's current cash position and burn rate to understand the urgency of this capital raise.
- Check the status of the underlying Shelf Registration Statement (File No. 333-283758) for any amendments or restrictions.