Entry into a Material Definitive Agreement. On August 14, 2026, Gaxos.ai Inc., a Delaware corporation (the “Company”), entered into an inducement offer letter agreement (the “Inducement Letter”) with certain holders (the “Holders”) of existing warrants (the “Existing Warrants”) to purchase shares of common stock of the Company. The Existing Warrants were issued in September 2024 and December 2024 and have exercise prices ranging from $2.33 to 3.32 per share. Pursuant to the Inducement Letter,…

Unregistered Sales of Equity Securities. The Company issued the New Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants nor the New Warrant Shares or the shares of common stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities Act and such securities may not be offered…

Results of Operations and Financial Condition. On August 12, 2026, Gaxos.ai Inc. (the “Company”) announced financial results for the quarter ended June 30, 2026. A copy of the related press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subje…

The filing describes an amendment to an equity incentive plan rather than a change in management personnel.

Completion of Acquisition or Disposition of Assets On June 18, 2026, Gaxos.ai Inc. (the “Company”) entered into and simultaneously consummated the closing of an Asset Purchase Agreement (the “APA”), by and among the Company and Game Foundry AI (the “Buyer”) for the sale of substantially all of the Company’s gaming assets, including its portfolio of mobile games and Gaxos Gaming Lab in exchange for the issuance of 2,200,000 shares of the Buyer’s common stock, for an aggregate estimated conside…

Other Events. On March 20, 2026, Gaxos.ai Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated January 23, 2026, to up to an additional aggregate of $1,065,001, which does not include the approximately $5,600,000 of shares of Common Stock that were sold to date pursuant to…

Entry into a Material Definitive Agreement. On March 2, 2026, Gaxos.ai Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with America First Defense.AI LLC, a New Mexico limited liability company (“AFD”), pursuant to which the Company agreed to purchase, and AFD agreed to sell, 19.99% of AFD’s outstanding membership interests (the “Membership Interests”) for an aggregate purchase price of $2,900,000. The closing of the purchase (the “Closing”…

Other Events. On February 4, 2026, Gaxos.ai Inc. (the “Company”) increased the maximum aggregate offering price of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable under the At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC, dated January 23, 2026, to up to an additional aggregate of $2,600,000, which does not include the approximately $3,000,000 of shares of Common Stock that were sold to date pursuant…

Entry into a Material Definitive Agreement. On January 23, 2026, Gaxos.ai Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), under which the Company may offer and sell shares of its common stock, par value $0.0001 per share, (the “Shares”), having an aggregate sales price of up to $3,000,000 through Wainwright as the sales manager. Sales of shares of the Company’s common stock through Wainwright, if any,…

Director — Alex Kisin: Mr. Kisin resigned from the Board and related committees, but no disagreement with the company was noted.

by reference. The Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder. - 2 -

Entry into a Material Definitive Agreement. On December 26, 2024, Gaxos.ai Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors, pursuant to which the Company agreed to sell to such investors 1,346,669 shares (the “Shares”) of common stock of the Company (the “Common Stock”) at a purchase price of $3.00 per share (the “Registered Direct Offering”). The shares of Common Stock were offered by the Company…

by reference. The Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

Entry into a Material Definitive Agreement. On December 18, 2024, Gaxos.ai Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 1,449,277 shares (the “Shares”) of common stock of the Company (the “Common Stock”) at a purchase price of $3.45 per share (the “Registered Direct Offering”). The shares of Common Stock were offered by the Company pursuant to it…

Unregistered Sales of Equity Securities. The Company issued the New Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants nor the New Warrant Shares or the shares of common stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities Act and such securities may not be offered…

Entry into a Material Definitive Agreement. On September 20, 2024, Gaxos.ai Inc., a Delaware corporation (the “Company”), entered into an inducement offer letter agreement (the “Inducement Letter”) with a certain holder (the “Holder”) of existing warrants (the “Existing Warrants”) to purchase shares of common stock of the Company. The Existing Warrants were issued on March 15, 2024 and had an exercise price of $5.50 per share. Pursuant to the Inducement Letter, the Holder agreed to exercise f…

Other Events. On March 13, 2024, the Company issued a press release announcing the pricing of the Private Placement. On March 15, 2024, the Company issued a press release announcing the closing of the Private Placement. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Entry into a Material Definitive Agreement. On March 13, 2024, Gaxos.ai Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (“the “ Purchaser ”) for the issuance and sale in a private placement (the “ Private Placement ”) of (i) 108,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), (ii) pre-funded warrants to purchase up to 520,367 shares of Common Stock (the “ Pre-Funded Wa…

Unregistered Sales of Equity Securities. The information contained in

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.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, On July 10, 2023, Gaxos.ai Inc. (formerly, The NFT Gaming Company, Inc.) (the “Company”) received written notice (the “Notice”) from the , the Nasdaq Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”), for the last 30 consecutive business days, had closed…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 10, 2023, The NFT Gaming Company, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”), for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company is not in compliance with the $1.00 minimum bid…

Changes in Registrant’s Certifying Accountant. Dismissal of Independent Registered Public Accounting Firm On June 20, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of The NFT Gaming Company, Inc, (the “Company”) approved the dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting firm effective June 20, 2023. The audit reports of D. Brooks on the Company’s consolidated financial statements for each…

shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward-Looking Statements The Company cautions you that statements included in this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding any liquidity concern. The inclusion of forward-looking statements should…

Chief Executive Officer — Vadim Mats: The company entered into an executive employment agreement with Vadim Mats as the Chief Executive Officer in connection with its initial public offering.