Form 8-K - Current report

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): March 13, 2024

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Delaware		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 8.01 Other Events

On March 13, 2024, Gaxos.ai Inc. (the “Company”), issued a press release announcing the acquisition of rights to use certain AI-enabled technology in order to facilitate the development of its tech for its Gaxos Health proposed product offering.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Exhibit
99.1		Press Release dated March 13, 2024.
104		Cover Page Interactive Data File (embedded within the 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.

	GAXOS.AI INC.

March 13, 2024	By:	/s/ Vadim Mats
	Name:	Vadim Mats
	Title:	Chief Executive Officer

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Exhibit 99.1

Gaxos Acquires Rights to AI-enabled Technology from Top Biohacking App

Roseland, NJ / March 13, 2024 – Gaxos.ai Inc. (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it had acquired the rights to use certain AI-enabled technology from a top biohacking app, “Ultiself,” in order to facilitate the development of its tech for Gaxos Health.

The integration of Ultiself’s proprietary technology into Gaxos Health’s proposed product offering will enable enhanced customization and user experience aligning with modern-day consumer’s demands for custom and efficient solutions. This move is expected to accelerate Gaxos Health’s development and help solidify its position in the health and wellness industry.

“By securing the rights to use this tech, we will be able to accelerate the development of our AI-enabled application for the Gaxos Health product offering,” said Vadim Mats, CEO of Gaxos.AI. “This tech is intended to allow us to offer a more customized approach to delivering customers diet, nutrition, and tracking capabilities.

The integration process will commence immediately, with both teams working closely to ensure a smooth transition. Gaxos is committed to leveraging this new technology to provide value to its customers and stakeholders.

About Gaxos.ai Inc.

Gaxos.AI isn’t just developing applications; its aim is to redefine the human-AI relationship. Our offerings are being expanded to include health and wellness, as well as gaming. We’re committed to addressing health, longevity, and entertainment, through AI solutions.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements that involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

Gaxos.ai Inc. Company Contact

Investor Relations

E:ir@gaxos.ai

T: 1-888-319-2499

Cover	Mar. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 13, 2024
Entity File Number	001-41620
Entity Registrant Name	GAXOS.AI INC.
Entity Central Index Key	0001895618
Entity Tax Identification Number	87-3288897
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	101 Eisenhower Pkwy
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Roseland
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07068
City Area Code	973
Local Phone Number	275-7428
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	GXAI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true