GXAI 8-K
Gaxos.Ai Inc. (GXAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting (as defined below) of Gaxos.ai Inc. (the “Company”), shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 from 803,637 shares (the “Plan Amendment”).
The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 11, 2026, the Company held its 2026 annual meeting of shareholdersholders (the “Annual Meeting”). A total of 4,869,942 shares of common stock constituting a quorum, were represented in person or by valid proxies at the Annual Meeting.
The final results for the matters submitted to a vote of shareholders at the Annual Meeting, as set forth in the Company’s Definitive Proxy Statement, filed with the SEC on July 2, 2026, are as follows:
Proposal 1. At the Annual Meeting, the terms of all four members of the Board of Directors expired. All of the four nominees for director were elected to serve until the next annual meeting of shareholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the four directors was as follows:
| Directors | 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 | |||||||||
Proposal 2. At the Annual Meeting, the shareholders ratified the appointment of Salberg & Company, P.A. (“Salberg”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The result of the votes to approve Salberg was as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 4,585,107 | 245,714 | 39,121 | - |
Proposal 3. At the Annual Meeting, the Company’s shareholders approved an amendment to the 2022 Plan to increase the number of shares of common stock reserved for issuance thereunder to 1,000,000 shares from 803,637 shares. The result of the votes to approve the Plan Amendment was as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 630,447 | 197,790 | 2,260 | 4,039,445 |
Proposal 4. At the Annual Meeting, the shareholders granted the Company’s board of directors the authority, at its discretion, if needed, to effect a reverse split of the Company’s outstanding common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-50, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio to be selected by the board of directors in its discretion and to be effected, if at all, in the sole discretion of the board of directors at any time before August 11, 2028 without further approval or authorization of the Company’s shareholders (the “Reverse Stock Split Proposal”). The result of the votes to approve the Reverse Stock Split Proposal was as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 3,068,168 | 1,754,234 | 47,540 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 2 to 2022 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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. | ||
| Date: August 11, 2026 | By: | /s/ Vadim Mats |
| Vadim Mats | ||
| Chief Executive Officer | ||
2
Exhibit 10.1
AMENDMENT NO. 2
TO
GAXOS.AI INC.
2022 EQUITY INCENTIVE PLAN
Gaxos.AI Inc., a Nevada corporation (the “Company”), hereby amends its 2022 Equity Incentive Plan (the “Plan”) as set forth below, which amendments shall be effective as the date set forth below, but if and only if the Company’s shareholders approve such amendment in accordance with applicable law:
Section 4(a) of the Plan shall be amended and restated in its entirety to read:
(a) Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,000,000 shares of Common Stock; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.
Section 4(c) of the Plan shall be amended and restated in its entirety to read:
(c) No more than 1,000,000 Shares shall be issued pursuant to the exercise of ISOs.
All capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Plan. Except as specifically provided herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth in this Amendment No. 2. Upon the effectiveness of this Amendment No. 2, each reference in the Plan to “the Plan,” “hereunder,” “herein,” or words of similar import shall mean and be a reference to the Plan, as amended.
Each provision of this Amendment No. 2 shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment No. 2 that are valid, enforceable and legal.
This Amendment No. 2 shall be governed in accordance with the laws of Nevada.
*****
The Company has caused this Amendment No. 2 to be executed effective as of August 11, 2026.
| GAXOS.AI INC. | ||
| By: | /s/ Vadim Mats | |
| Vadim Mats | ||
| Chief Executive Officer | ||