Business Context and Reporting Period
Company: GAXOS.AI INC.
Filing Type: Form 8-K (Current Report)
Date of Report: March 20, 2026
Reporting Period: Event date March 20, 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: $1,065,001 increase to the maximum aggregate offering price under the At The Market Offering Agreement.
- Shares Sold to Date: Approximately $5,600,000 worth of Common Stock sold pursuant to the Sales Agreement as of the filing date.
- Underwriter: H.C. Wainwright & Co., LLC.
Material Changes
The material change reported is the expansion of the Company's "At The Market" (ATM) equity offering program. On March 20, 2026, the Company increased the maximum aggregate offering price of shares issuable under the Sales Agreement dated January 23, 2026, by an additional $1,065,001. This action was accompanied by the filing of a prospectus supplement.
Guidance, Outlook, and Risks
Management Commentary: The filing contains no forward-looking guidance, earnings outlook, or specific management commentary beyond the announcement of the increased offering capacity.
Risks and Contingencies: The filing does not explicitly detail new risks or contingencies. The increase in offering capacity implies a continued strategy to raise capital through the public market, which may result in dilution to existing shareholders, though specific risk factors are not enumerated in this text.
Unusual Items: None reported.
Investor Verification Checklist
- Verify the total remaining capacity under the Sales Agreement after the $1,065,001 increase.
- Review the filed Prospectus Supplement for specific terms, pricing mechanisms, and underwriting fees associated with the additional offering.
- Confirm the exact number of shares sold to date (approx. $5.6M) versus the current share count to assess dilution impact.
- Check subsequent filings for actual proceeds raised from the newly authorized $1,065,001 tranche.