GAXOSAI INC

DEF 14A 1 def14a0124_gaxosaiinc.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No._)

Check the appropriate box:

GAXOS.AI INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Gaxos.ai Inc.101 Eisenhower Parkway Suite 300, Roseland, NJ, 07068

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on February 28, 2024

Dear Stockholders of Gaxos.ai Inc.:

You are invited to attend a special meeting (the “Special Meeting”) of stockholders of Gaxos.ai Inc., a Delaware corporation (“Gaxos,” “we,” “us,” “our,” or the “Company”), to be held on February 28, 2024 at 11:00 a.m. Eastern Time at our offices, located at 101 Eisenhower Parkway Suite 300, Roseland, NJ, 07068 for the following purposes:

1. To approve a proposal to give our board of directors the authority, at its discretion, to file a certificate of amendment to our certificate of incorporation to effect a reverse split of our issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-20, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our certificate of incorporation and before February 28, 2025 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”);

2. To ratify the appointment of Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 the (the “Auditor Proposal”); and

3. To approve the adjournment of the Special Meeting, if necessary or advisable, to solicit additional proxies in favor of the Reverse Stock Split Proposal if there are not sufficient votes to approve such proposal(the “Adjournment Proposal”).

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE REVERSE STOCK SPLIT PROPOSAL, THE AUDITOR PROPOSAL AND THE ADJOURNMENT PROPOSAL.

The record date for the Special Meeting is January 12, 2024. Only stockholders of record at the close of business on the record date are entitled to notice of and to vote at the Meeting, or any adjournment or postponement thereof.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance of the Special Meeting to our stockholders. Registration and seating will begin at 10:00 a.m. Shares of common stock can be voted at the Special Meeting only if the holder thereof is present in person or by valid proxy.

For admission to the Special Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Special Meeting. If you do not plan on attending the Special Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided.

You are cordially invited to participate in the Special Meeting. Please review the proxy statement accompanying this notice for more complete information regarding the matters to be voted on at the Special Meeting. Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy card or submit your proxy through the Internet or by telephone as promptly as possible to ensure your shares will be represented at the Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SPECIAL MEETING

The Board of Directors of Gaxos.ai Inc., a Delaware corporation (“Gaxos,” “we,” “us,” “our,” or the “Company”), to be held on February 28, 2024 at 11:00 a.m. Eastern Time at our offices, located at 101 Eisenhower Parkway Suite 300, Roseland, NJ, 07068, including at any adjournments or postponements of the Special Meeting.

Our Board of Directors is asking you to vote your shares by completing, signing and returning the accompanying proxy card via mail or fax or vote over the Internet. If you attend the Special Meeting in person, you may vote at the Special Meeting even if you have previously returned a proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder as described in more detail below.

We intend to begin mailing this proxy statement, the attached notice of the Special Meeting, the enclosed proxy card on or about January 23, 2024 to all stockholders of record entitled to vote at the Special Meeting. Only stockholders who owned our common stock on the Record Date are entitled to vote at the Special Meeting.