Form 8-K

8-K — GAXOS.AI INC.

Accession: 0001213900-26-088373

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0001895618

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0301829-8k_gaxos.htm (Primary)

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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):

August 12, 2026

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Nevada

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 2.02. 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 subject to the liabilities of that section, nor shall it be deemed incorporated by reference in 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.

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

99.1

Press Release dated August 12, 2026

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.

Date: August 12, 2026

By:

/s/ Vadim Mats

Vadim Mats

Chief Executive Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 12, 2026

EX-99.1

Filename: ea030182901ex99-1.htm · Sequence: 2

Exhibit 99.1

Gaxos Delivers Record

Second-Quarter Revenue, Up 35.8% Sequentially and 1,337% Year over Year

Revenue growth significantly

outpaces advertising expense growth as revenue generated per advertising dollar improves

Roseland, NJ / August 12, 2026 – Gaxos.ai

Inc. ("Gaxos" or the "Company")(NASDAQ: GXAI), a company developing artificial intelligence applications across various

high-growth sectors, today reported financial and operating results for the three and six months ended June 30, 2026.

Second-quarter consolidated revenue reached a

record of $2.46 million, representing an increase of 35.8% from $1.81 million in the first quarter of 2026 and an increase of 1,337% from

$0.17 million in second quarter of 2025.

“Our second-quarter results demonstrate

continued commercial momentum across our core business,” said Vadim Mats, Chief Executive Officer of Gaxos. “We achieved record

quarterly revenue at nearly twice the rate of advertising expense growth and generated more revenue from each advertising dollar invested.

We believe these results demonstrate the scalability of our operating platforms and the effectiveness of our increasingly disciplined

approach to growth and capital allocation.”

Second Quarter Financial Highlights

● Record consolidated revenue of approximately

$2.46 million, increasing 35.8% from the first quarter of 2026 and 1,337% from the second quarter of 2025.

● GAAP net income of $241,056, or $0.02 per basic

and diluted share, primarily reflecting a gain from the gaming asset sale.

● Advertising and marketing expense amounted to

$3,141,273 in the second quarter compared with $2,766,824 in the first quarter of 2026.

● Revenue generated per advertising dollar improved

approximately 20% to $0.78 from $0.65 in the first quarter.

● Revenue increased 35.8%, substantially outpacing

the approximately 13.5% increase in advertising and marketing expense.

● Cash and short-term investments remained strong

at approximately $11.44 million as of June 30, 2026.

Improving Marketing Efficiency

Revenue increased 35.8% sequentially during the

second quarter, while advertising and marketing expense increased approximately 13.5%. As a result, revenue generated per advertising

dollar improved approximately 20%, reaching $0.78 compared with approximately $0.65 in the first quarter.

Advertising and marketing expense represented

approximately 128% of revenue during the second quarter, compared with approximately 153% in the first quarter, an improvement of approximately

16.4%.

Advertising and marketing expense totaled approximately

$3.14 million during the second quarter, compared with approximately $2.77 million during the first quarter.

“We are applying a more disciplined, data-driven

approach to customer acquisition,” Mats continued. “By concentrating spending on the customer segments, marketing channels

and products demonstrating the strongest retention and contribution economics, we increased revenue at a substantially faster rate than

advertising expense during the second quarter. We intend to continue building on that progress.”

Focused Operating Strategy with Retained Portfolio

Upside

During the second quarter, Gaxos completed the

sale of substantially all its gaming assets, including its mobile-game portfolio and Gaxos Gaming Labs, to Game Foundry AI. Gaxos received

2.2 million shares of Game Foundry AI common stock, valued for transaction purposes at approximately $1.76 million.

Gaxos also maintains a 19.99% ownership interest

in America First Defense.AI LLC, a defense technology company.

Liquidity and Capital Structure

As of June 30, 2026, Gaxos maintained cash and

short-term investments of approximately $11.44 million, compared with approximately $11.71 million at March 31, 2026.

As of August 12, 2026, the Company had 10,744,634

shares of common stock outstanding.

During the second quarter, the Company sold shares

through its at-the-market offering program, generating net proceeds of approximately $1.0 million. The Company did not issue additional

shares through its at-the-market offering program between July 1, 2026, and August 12, 2026.

Outlook and Operating Priorities

During the remainder of 2026, Gaxos intends to

focus on:

● Increasing recurring and repeat revenue across

its core operating businesses;

● Improving customer-acquisition efficiency and

advertising payback;

● Scaling products and customer channels demonstrating

favorable contribution economics;

-2-

● Maintaining discipline in operating expenditures

and capital allocation; and

● Providing investors with additional operating

measurements, where reliable and appropriate.

Form 10-Q

Additional information regarding the Company’s

second-quarter results is available in its Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed today with the Securities

and Exchange Commission.

About Gaxos.ai Inc.

Gaxos.ai Inc. (Nasdaq: GXAI) develops artificial

intelligence applications designed to address opportunities across consumer and enterprise markets. The Company’s operations include

Gaxos Labs, which develops and commercializes AI-powered applications, and RNK Health, a majority-owned subsidiary offering personalized

weight loss, longevity, and performance treatments. Gaxos also holds a strategic minority investment in America First Defense.AI, a defense-technology

company developing next-generation counter-UAS and robotic platforms.

For

more information, visit Gaxos.AI.

You can also follow Gaxos.ai on LinkedIn

for the latest updates and news.

Forward-Looking Statements

Certain

statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws.

Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore

involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”,

“anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms

of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is

not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include

any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated

by such forward-looking statements as a result of various important factors disclosed in our filings with the SEC, accessible through

the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and

Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results

may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth

rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release

represent the Company's views as of the date of this press release and these views could change. The Company disclaims any obligation

to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company's views as

of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not incorporated

by reference herein.

Gaxos.ai Inc. Company Contact

Investor Relations

E:ir@gaxos.ai

T: 1-888-319-2499

-3-

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