GAXOS.AI INC. 8-K

What Happened Gaxos.ai Inc. (GXAI) announced it has completed the sale of substantially all of its gaming assets — including its portfolio of mobile games and the Gaxos Gaming Lab — to Game Foundry AI. The companies entered into and simultaneously closed an Asset Purchase Agreement dated June 18, 2026. Gaxos.ai received 2,200,000 shares of Game Foundry AI common stock as consideration, with an aggregate estimated value of $1,760,000. The shares were issued in reliance on Section 4(a)(2) of the Securities Act.

Key Details

• Asset Purchase Agreement dated June 18, 2026; closing was consummated simultaneously.
• Consideration: 2,200,000 shares of Game Foundry AI common stock; aggregate estimated consideration $1,760,000.
• Assets sold: substantially all gaming assets, including the mobile game portfolio and Gaxos Gaming Lab.
• Company filed a press release (Exhibit 99.1, dated June 24, 2026) and unaudited pro forma condensed combined financial information for the year ended December 31, 2025 (Exhibit 99.2) to show the effect of the sale.

Why It Matters This transaction removes Gaxos.ai’s core gaming assets from its balance sheet and transfers future control of those games to Game Foundry AI. The consideration was paid in the buyer’s stock rather than cash, which limits immediate cash proceeds to Gaxos.ai and leaves value tied to Game Foundry AI equity. Gaxos.ai filed pro forma financials to show how the sale affects its reported results and financial position — investors should review those exhibits and the company’s disclosures for details on how this sale changes expected revenue sources, assets, and strategy going forward.