NFTG NFT Gaming Company Inc

 

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 6, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 7, 2024, Gaxos.ai Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effectuate a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”). The Reverse Stock Split became effective at 4:01p.m., Eastern Time, on March 7, 2024, and the Company’s Common Stock is began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on March 8, 2024.

 

Upon effectiveness of the Reverse Stock Split, every twelve shares of Common Stock issued and outstanding were automatically reclassified and combined into one share of Common Stock, without any change in the par value per share. Following the Reverse Stock Split, Company had 981,528 issued and outstanding shares of Common Stock. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options and warrants to purchase shares of Common Stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of Common Stock had their holdings rounded up to the next whole share.

 

The Company’s Common Stock will continue to trade on The Nasdaq Capital Market under the existing symbol “GXAI”, but the security has been assigned a new CUSIP number (62911P300).

 

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On March 6, 2024, the Company issued a press release announcing the Reverse Stock Split. 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.		Description
3.1		Certificate of Amendment dated March 6, 2024
99.1		Press Release dated March 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 11, 2024	By:	/s/ Vadim Mats
	Name:	Vadim Mats
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 3.1

 

Delaware

The First State

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “GAXOS.AI INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF MARCH, A.D. 2024, AT 10:19 O’CLOCK A.M.

 

 

 

 

 

 

 

 

 

 

 

 

 

6707337  8100		Authentication: 202966529
SR# 20240914047		Date: 03-07-24
You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

THIRD AMENDMENT TO

THE CERTIFICATE OF INCORPORATION

OF GAXOS.AI INC.

 

Gaxos.ai Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

 

FIRST: The Certificate of Incorporation, as amended (the “Certificate of Incorporation”), of the Corporation is hereby amended by inserting the following language as Section 4.1(d) to Article FOURTH:

 

“4.1(d) Reverse Stock Split. “Effective as of March 7, 2024 at 4:01 p.m. Eastern Time (the “Effective Time”), (i) each twelve (12) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) and shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one (1) fully paid and nonassessable shares of Common Stock, par value of  $0.0001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive fractional share interests of New Common Stock or New Common Stock upon the effectiveness of the Reverse Stock Split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of such Reverse Stock Split.”

 

SECOND: This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, the Corporation has caused this Third Amendment to the Certificate of Incorporation to be duly adopted and executed this 6^th day of March, 2024. 

 

	GAXOS.AI INC.
	By:	/s/ Vadim Mats
	Name:	Vadim Mats
	Title:	Chief Executive Officer

  

State of Delaware Secretary of State Division of Corporations Delivered 10:19 AM 03/07/2024 FILED 10:19 AM 03/07/2024 SR 20240914047 - File Number 6707337

 

 

 

 

Exhibit 99.1

 

Gaxos.ai Inc. Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 8, 2024

 

March 06, 2024 09:00 ET| Source: GAXOS.AI INC.

 

Roseland, NJ, March 06, 2024 (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it will effect a 1-for-12 reverse split of its issued and outstanding common stock effective as of 4:01pm Eastern Time on March 7, 2024. Commencing with the opening of trading on The Nasdaq Capital Market on March 8, 2024, the Company’s common stock will trade on a post-split basis under the same trading symbol, “GXAI”.

 

As a result of the reverse stock split, the CUSIP number for the Company’s common stock will be 62911P 300. As a result of the reverse stock split, every 12 shares of issued and outstanding common stock will be exchanged for 1 share of common stock, with any fractional shares being rounded up to the next higher whole share. Immediately after the reverse stock split becomes effective, the Company will have approximately 981,523 shares of common stock issued and outstanding.

 

About Gaxos.ai Inc.

 

Gaxos.ai isn’t just developing applications; it’s redefining the human-AI relationship. Our offerings span 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

 

 

 

v3.24.0.1

Cover	Mar. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 06, 2024
Current Fiscal Year End Date	--12-31
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

---