UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 234, 2026

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41620		87-3288897
(State or other jurisdiction of incorporation)		(Commission File Number)		(I. R. S. Employer Identification No.)

101 Eisenhower Pkwy, Suite 300,

Roseland, NJ 07068

(Address of principal executive offices, including ZIP code)

(973) 275-7428

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, par value $0.0001		GXAI		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On February ~~January 23~~4, 2026, Gaxos.ai Inc. (the “Company”) ~~entered~~ ~~into~~increased ~~an At The Market Offering Agreement (~~the ~~“ATM~~maximum ~~Agreement”)~~aggregate ~~with~~offering ~~H.C.~~price ~~Wainwright &~~of ~~Co., LLC (“Wainwright”), under which~~ the ~~Company may offer and sell~~ shares of ~~its~~the Company’s common stock, par value $0.0001 per share, (the “~~Shares~~Common Stock”), ~~having an~~issuable ~~aggregate~~under ~~sales~~the ~~price~~At ofThe upMarket toOffering ~~$3,000,000~~Agreement ~~through Wainwright as~~ (the ~~sales manager.~~ “Sales Agreement”) ofwith ~~shares~~H.C. ofWainwright ~~the~~& ~~Company’s common stock through Wainwright~~Co., ~~if any~~LLC, ~~will~~dated beJanuary ~~made~~23, by2026, ~~any~~to ~~method~~up ~~permitted by law deemed~~ to be an ~~“at~~additional ~~the~~aggregate ~~market offering” as defined in Rule 415(a)(4) under the Securities Act~~ of ~~1933~~$2, ~~as amended (the “Securities Act”)~~600, ~~including~~000, ~~without limitation, sales~~ ~~made~~which ~~directly~~does onnot ~~The~~include ~~Nasdaq Stock Market LLC or any other existing trading market for~~ the ~~Company’s~~approximately ~~common~~$3,000,000 ~~stock.~~of ~~Wainwright will use commercially reasonable efforts to sell~~ shares of ~~the~~Common ~~Company’s~~Stock ~~common~~that ~~stock~~were ~~from~~sold ~~time~~ to ~~time,~~date ~~based~~pursuant onto ~~instructions from~~ the ~~Company~~ ~~(including~~Sales ~~any price~~Agreement, and ~~time~~filed ora ~~size~~prospectus ~~limits~~supplement ~~or other parameters or conditions~~ (the ~~Company~~“Current ~~may~~Prospectus ~~impose~~Supplement”). ~~The~~A ~~Company~~copy ~~will~~of ~~pay Wainwright~~the alegal ~~commission~~opinion ~~equal~~as to ~~3.0% of~~ the ~~aggregate~~legality ~~gross~~of ~~proceeds from~~ the ~~sales~~$2,600,000 of shares of ~~the~~Common ~~Company’s~~Stock ~~common~~issuable ~~stock sold through Wainwright~~ under the ~~ATM~~Sales Agreement and ~~will~~covered ~~also~~by ~~reimburse Wainwright for certain specified expenses in connection with entering into~~ the ~~ATM Agreement~~Current asProspectus ~~well~~Supplement asis infiled ~~connection with each Representation Date (~~as ~~defined~~Exhibit ~~in the ATM Agreement)~~5.1 ~~Pursuant~~attached ~~to the ATM Agreement, the Company also provided Wainwright with customary indemnification and contribution rights~~hereto. ~~The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.~~

The Company is not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the ATM Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of $3,000,000 and (2) the termination of the ATM Agreement by either the Company or Wainwright, as set forth therein.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the ATM Agreement into the Registration Statement (as defined herein).

The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 and an accompanying prospectus (File No. 333-283758) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2024 and declared effective by the SEC on December 18, 2024 (the “Registration Statement”) and pursuant to a prospectus supplement dated January 23, 2026.

A copy of the opinion of Sheppard Mullin Richter& Hampton, LLP regarding the Shares to be sold under the ATM Agreement is filed as an exhibit to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		At the Market Offering Agreement by and between the Company and H.C. Wainwright & Co., LLC dated January 23, 2026
5.1		Opinion of Sheppard Mullin Richter & Hampton, LLP
23.1		Consent of Sheppard Mullin Richter & Hampton, LLP (incorporated into Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: January 23, 2026	GAXOS.AI INC.
Date: February 4, 2026	GAXOS.AI INC.
	/s/ Vadim Mats
	Vadim Mats
	Chief Executive Officer

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