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) |
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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. | ||
| Date: August 11, 2026 | By: | /s/ Vadim Mats |
| Vadim Mats | ||
| Chief Executive Officer | ||
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