GAXOSAI INC

DEF 14A 1 ea0217839-03.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:

(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):

101 Eisenhower Parkway Suite 300,

Roseland, NJ, 07068

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 27, 2024

Dear Stockholders:

The 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of Gaxos.ai Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), will be held on December 27, 2024, at 9:00 a.m. Eastern Time. The 2024 Annual Meeting will be held at our office located at 101 Eisenhower Parkway, Suite 300, Roseland, NJ 07068.

At the 2024 Annual Meeting, the holders of our outstanding common stock will act on the following matters:

1. To elect four (4) members to our Board of Directors;

2. To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock of the Company from 50,000,000 to 25,000,000 (the “Share Decrease Proposal”);

3. To authorize the reincorporation of the Company from the State of Delaware to the State of Nevada (the “Reincorporation”); and

4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Our Board unanimously recommends that you vote “FOR” the election of our Board’s director nominees (Proposal 1), “FOR” the Share Decrease Proposal (Proposal 2) and “FOR” the reincorporation from Delaware to Nevada (Proposal 3).

Our Board of Directors has fixed November 5, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting.

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy and return it promptly. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted.

If you are a stockholder of record, you may vote in one of the following ways:

Stockholders of Record

For your convenience, record holders of our common stock have four methods of voting:

1. Vote by Internet. The website address for Internet voting is on your vote instruction form;

2. Vote by mail. Mark, date, sign and promptly mail the enclosed proxy card;

3. Vote by fax. Mark, date, sign and promptly fax the enclosed proxy card to the fax number on your vote instruction form; or

4. Vote in person. Attend and vote at the Annual Meeting.

If your shares are held in “street name,” meaning that they are held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

Beneficial Owners of Shares Held in Street Name

For your convenience, beneficial owners of our common stock have four methods of voting:

1. Vote by Internet. The website address for Internet voting is on your vote instruction form;

2. Vote by mail. Mark, date, sign and promptly mail your vote instruction form;

3. Vote by fax. Mark, date, sign and promptly fax the enclosed proxy card to the fax number on your vote instruction form; or

4. Vote in person. Obtain a valid legal proxy from the organization that holds your shares and attend and vote at the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting, please complete, sign and date the enclosed proxy and return it promptly. If you plan to attend the Annual Meeting and wish to vote your shares personally, you may do so at any time before the proxy is voted.

IF YOU PLAN TO ATTEND

Please note that space limitations make it necessary to limit attendance to stockholders of record only. Registration and seating will begin at 8:30 a.m. Eastern Time. Shares of common stock can be voted at the Annual Meeting only if the holder is present in person or by valid proxy.

For admission to the Annual 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 meeting.

Whether or not you plan to attend the 2024 Annual Meeting, we urge you to take the time to vote your shares.

By the Order of the Board of Directors

/s/ Vadim Mats

Vadim Mats

Chairman of the Board of Directors and Chief Executive Officer

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if your desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

101 Eisenhower Parkway Suite 300,

Roseland, NJ, 07068

PROXY FOR STATEMENT FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 27, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING TO BE HELD ON DECEMBER 27, 2024

Copies of this proxy statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) are available without charge atwww.westcoaststocktransfer.com/gaxos/, by telephone at 619-664-4780, by email toproxy@wcsti.com, or by notifying our Corporate Secretary, in writing, at Gaxos.ai Inc. 101 Eisenhower Parkway Suite 300, Roseland, NJ, 07068.

Our board of directors (“Board” or “Board of Directors”) of Gaxos.ai Inc. (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2024 annual meeting of stockholders (the “2024 Annual Meeting” or “Annual Meeting”). The 2024 Annual Meeting will be held on December 27, 2024 at 9:00 a.m. Eastern Time at our office located at 101 Eisenhower Parkway Suite 300, Roseland, New Jersey, 07068.

We intend to begin mailing this proxy statement, the attached notice of the Annual Meeting, the enclosed proxy card, and a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 on or about November 19, 2024 to all stockholders of record entitled to vote at the Annual Meeting. Only stockholders who owned our common stock on November 5, 2024 are entitled to vote at the Annual Meeting.