Gaxos.ai Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 2.01 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 consideration of $1,760,000. The shares were issued in reliance on Section 4(a)(2) of the Securities Act of 19933, as amended.
Item 7.01 Regulation FD Disclosure
On June 24, 2026, the Company issued a press release announcing its entry into the APA and simultaneous closing. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
| (b) | Pro forma financial information. |
The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 and the notes related thereto, in each case giving effect to the Asset Sale, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Asset Purchase Agreement by and between Gaxos.ai Inc. and Game Foundry AI dated June 18, 2026 | |
| 99.1 | Press release dated June 24, 2026 | |
| 99.2 | Unaudited pro forma consolidated financial information of Gaxos.ai Inc. for the year ended December 31, 2025 | |
| 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.
| Date: June 25, 2026 | GAXOS.AI INC. |
| /s/ Vadim Mats | |
| Vadim Mats | |
| Chief Executive Officer |
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