Gaxos.ai Inc. Reports 2026 Annual Meeting Results; Equity Plan Increase

What Happened

• Gaxos.ai Inc. (GXAI) filed an 8-K on August 11, 2026 reporting results of its 2026 annual meeting. Shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan to increase the shares reserved for issuance to 1,000,000 from 803,637. All four director nominees were elected, and shareholders ratified Salberg & Company, P.A. as the independent auditor for fiscal 2026. Shareholders also granted the board authority to effect a reverse stock split (between 1‑for‑2 and 1‑for‑50) any time before August 11, 2028.

Key Details

• Annual meeting date and quorum: August 11, 2026; 4,869,942 shares represented.
• Equity plan amendment: reserved shares increased to 1,000,000 from 803,637; Plan Amendment filed as Exhibit 10.1.
• Director election votes (For / Withheld / Broker non-votes): Vadim Mats 728,845 / 101,652 / 4,039,445; Adam Holzer 727,915 / 102,582 / 4,039,445; Scott Grayson 732,560 / 97,937 / 4,039,445; Roman Feldman 727,869 / 102,628 / 4,039,445.
• Auditor ratification: Salberg & Company, P.A. approved (For 4,585,107; Against 245,714; Abstain 39,121).
• Reverse split approval: For 3,068,168; Against 1,754,234; Abstain 47,540. Board may choose split ratio between 1‑for‑2 and 1‑for‑50 without further shareholder approval through Aug 11, 2028.

Why It Matters

• The equity plan increase creates additional shares available for employee and director compensation, which can dilute existing holders if awarded and issued.
• The board’s authority to implement a reverse stock split (up to 1‑for‑50) gives management a tool to adjust the share count and per‑share price, which can affect liquidity and trading characteristics; the company has not announced any timing or decision to act.
• Re-election of the four directors and auditor ratification maintain board and audit continuity. Investors should watch for any future announcements about awards under the amended plan or any decision by the board to implement a reverse split.