Business Context and Reporting Period
Company: GAXOS.AI INC.
Filing Type: Form 8-K (Current Report)
Date of Report: February 4, 2026
Reporting Period: Single event date (February 4, 2026)
Business Context: The Company is an emerging growth company incorporated in Nevada, with common stock (Symbol: GXAI) listed on The Nasdaq Stock Market LLC. The filing addresses a corporate action regarding its equity financing program.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial figures disclosed relate to the equity offering program:
- Additional Offering Capacity: $2,600,000 (increase in maximum aggregate offering price).
- Shares Sold to Date: Approximately $3,000,000 (under the existing Sales Agreement).
- Total Potential Offering Capacity: Approximately $5,600,000 (cumulative).
Material Changes
The material change reported is the expansion of the Company's "At The Market" (ATM) equity offering program:
- Event: On February 4, 2026, the Company increased the maximum aggregate offering price of shares issuable under its Sales Agreement with H.C. Wainwright & Co., LLC.
- Agreement Date: The underlying Sales Agreement was dated January 23, 2026.
- Documentation: A prospectus supplement (Current Prospectus Supplement) was filed to cover the additional $2,600,000 of shares.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or management discussion regarding future operations beyond the execution of the capital raise.
Risks and Contingencies: The filing does not explicitly detail new risks or contingencies. However, the increase in the ATM program implies a continued need for liquidity and potential dilution to existing shareholders as shares are sold into the market.
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the current share price and trading volume of GXAI on Nasdaq to assess the potential dilution impact of the additional $2,600,000 offering.
- Review the filed Prospectus Supplement (referenced in Item 8.01) for specific terms, use of proceeds, and underwriting fees.
- Confirm the total number of shares authorized for issuance under the expanded Sales Agreement.
- Check subsequent filings for actual sales activity under the expanded program.