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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): January 5, 2024

 

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

 

Delaware   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   NFTG   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On January 5, 2024, Gaxos.ai Inc. (formerly, The NFT Gaming Company, Inc.) (the “Company”) filed an amendment to its Certificate of Incorporation in Delaware (the “Second Amendment to the Certificate of Incorporation”) effective as of January 5, 2024. The Second Amendment to the Certificate of Incorporation amends Article FIRST of the Company’s existing certificate of incorporation in its entirety to change its name to Gaxos.ai Inc.

 

The foregoing description of the Second Amendment to the Certificate of Incorporation is qualified by reference to the Second Amendment to the Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

On January 10, 2024, the board of directors (the “Board”) of the Company approved an amendment (the “Amendment”) to the bylaws (the “Bylaws”), effective as of January 10, 2024. The Amendment amends and restates Article 2, Section 2.4 in its entirety to lower quorum requirement for shareholder meetings from requiring the holders of a majority in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy to one-third in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy.

 

The foregoing description of the Amendment is qualified by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits.

 

Exhibit No.   Description
3.1   Second Amendment to the Certificate of Incorporation of Gaxos.ai Inc.
3.2   Amendment to the Bylaws of Gaxos.ai Inc.
104   Cover Page Interactive Data File (formatted as inline XBRL).

 

-1-

 

 

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: January 10, 2024 GAXOS.AI INC.
   
  /s/ Vadim Mats
  Vadim Mats
  Chief Executive Officer

 

 

-2-

 

 

Exhibit 3.1

 

 

Delaware

The First State

Page 1

 

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “THE NFT GAMING COMPANY, INC.”, CHANGING ITS NAME FROM “THE NFT GAMING COMPANY, INC.” TO “GAXOS.AI INC.”, FILED IN THIS OFFICE ON THE FIFTH DAY OF JANUARY, A.D. 2024, AT 3:47 O’ CLOCK P.M.

 

6707337 8100

SR# 20240048088

 Authentication: 202539160

Date: 01-05-24

You may verify this certificate online at corp.delaware.gov/authver.shtml

 

 

 

 

SECOND AMENDMENT TO
THE CERTIFICATE OF INCORPORATION OF
THE NFT GAMING COMPANY, INC.

 

THE NFT GAMING COMPANY, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State on March 30, 2022 (the “Certificate of Incorporation”). Article FIRST of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

 

FIRST: The name of the Corporation is Gaxos.ai Inc. (the “Corporation”).

 

This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the Certificate of Incorporation to be executed this 5th day of January 2024.

 

  THE NFT GAMING COMPANY, INC.
     
  By: /s/ Vadim Mats
  Name:  Vadim Mats
  Title: Chief Executive Officer

 

State of Delaware  
Secretary of State  
Division of Corporations  
Delivered 03:47 PM 01/05/2024  
FILED 03:47 PM 01/05/2024  
SR 20240048088 – File Number 6707337  

 

 

Exhibit 3.2

 

AMENDMENT NO. 1 TO THE BYLAWS

OF

GAXOS.AI INC.

a Delaware Corporation

 

Pursuant to resolutions of the Board of Directors (the “Board”) of Gaxos.ai Inc. a Delaware corporation (the “Company”) adopted by the Board on January 10, 2024 and in accordance with the authority provided to the directors pursuant to Article 10 of the Company’s Bylaws (the “Bylaws”):

 

1.Article 2, Section 2.4 of the Bylaws is amended and restated in its entirety as follows as of January 10, 2024 (the “Effective Time”):

 

“SECTION 2.4 Quorum. At each meeting of the stockholders, except where otherwise provided by the Certificate, these By-laws, or as otherwise required by law, the holders of thirty-three and one-third percent (33 and 1/3%)of the voting power of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Where a separate vote by a class or classes or series is required, the holders of at least a majority of the voting power of the issued and outstanding shares of such class or classes or series, present in person or by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. When a quorum is present or represented at any meeting, the affirmative vote of a majority of the votes cast affirmatively or negatively on a matter submitted for stockholder action shall decide such matter unless the matter is one upon which, by express provision of law, the Certificate, these By-laws or, with respect to a class or series of Preferred Stock, the terms of the resolution or resolutions adopted by the Board pursuant to ARTICLE FOURTH of the Certificate, a different vote is required, in which case such express provision shall govern and control the decision of such matter. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.”

 

C E R T I F I C A T E O F S E C R E T A R Y

 

I, the undersigned, do hereby certify:

 

1. That I am the duly elected and acting secretary of Gaxos.ai Inc., a Delaware corporation; and

 

2. That the foregoing Amended and Restated Bylaws, was duly adopted by the Board of Directors of said Company on January 10, 2024.

 

IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Company as of January 10, 2024.

 

    /s/ Vadim Mats
  By: Vadim Mats
  Title: Chief Executive Officer