UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 28, 2024, Gaxos.ai Inc. (the “Company”) held a special meeting of shareholders, (the “Special Meeting”). Shareholders of record at the close of business on January 12, 2024 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such shareholder. On the Record Date, there were 11,860,417 shares of common stock issued and outstanding, of which 5,676,292 shares of common stock were represented at the Special Meeting, or approximately 47.86% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Bylaws, as amended, and to transact business.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – At the Special Meeting, the shareholders approved granting discretionary authority to the Company’s Board of Directors to amend the Company’s Certificate of Incorporation to effect one or more consolidations of the Company’s issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock at a ratio within the range from 1-for-2 up to 1-for-20 (the “Reverse Stock Split”), provided that, (i) that the Company shall not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-20, and (ii) any Reverse Stock Split is completed no later than the first anniversary of the record date of the Special Meeting, or February 28, 2025.
The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 5,625,190 | 43,434 | 7,667 | ||||||||
Proposal No. 2 – At the Special Meeting, the shareholders approved the ratification of the appointment of Salberg & Company, P.A. as the Company’s independent public accountant for the fiscal year ending December 31, 2024.
The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 5,615,418 | 36,675 | 24,198 | ||||||||
Proposal No. 3 – At the Special Meeting, the shareholders approved the authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals was approved.
The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 5,625,875 | 41,217 | 9,200 | ||||||||
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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. | ||
| February 28, 2024 | By: | /s/ Vadim Mats |
| Name: | Vadim Mats | |
| Title: | Chief Executive Officer | |
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