Gaxos.AI (GXAI) files 10-Q amendment to correct Q1 2026 share count

Rhea-AI Filing Summary

Gaxos.AI Inc. filed an amendment to its quarterly report for the period ended March 31, 2026 to correct the common share count disclosed in its officer certifications. The number of shares of common stock outstanding as of May 13, 2026 is stated as 10,219,934.

The amendment is limited to revising the Section 302 certifications (Exhibits 31.1 and 31.2), changing the share figure from 7,123,453 to 10,219,934 and omitting paragraph 3 because no financial statements are included. All other disclosures in the original quarterly report remain unchanged.

Key Figures

Shares outstanding: 10,219,934 shares Previously stated shares: 7,123,453 shares Reporting period: Quarter ended March 31, 2026 +1 more

4 metrics

Shares outstanding 10,219,934 shares Common stock outstanding as of May 13, 2026

Previously stated shares 7,123,453 shares Prior common share figure in certifications before correction

Reporting period Quarter ended March 31, 2026 Period covered by the original quarterly report

Company phone (973) 275-7428 Registrant’s telephone number

Key Terms

Section 302 Certifications, Section 906 of the Sarbanes-Oxley Act of 2002, Inline XBRL, smaller reporting company

4 terms

Section 302 Certifications regulatory

"revising the certifications filed as Exhibits 31.1 and 31.2 of the Original Filing (“Section 302 Certifications”)"

Section 906 of the Sarbanes-Oxley Act of 2002 regulatory

"Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002"

Inline XBRL technical

"Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

smaller reporting company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 08:56 PM Learn about SEC filing dates

FAQ

What did Gaxos.AI (GXAI) change in its Q1 2026 quarterly report amendment?

Gaxos.AI updated its Q1 2026 report solely to correct the common share count in management certifications. The figure was revised from 7,123,453 to 10,219,934 shares outstanding as of May 13, 2026, with no other disclosure changes.

Does the Gaxos.AI (GXAI) 10-Q/A amendment change any Q1 2026 financial statements?

The amendment does not change any financial statements. It contains only the cover page, an explanatory note, the signature page, and revised Section 302 officer certifications, leaving all financial and other disclosures from the original quarterly report intact.

How many Gaxos.AI (GXAI) shares were outstanding as of May 13, 2026?

As of May 13, 2026, Gaxos.AI reports 10,219,934 shares of common stock outstanding. This corrected figure replaces the previously stated 7,123,453 shares in the officer certifications, aligning the share count disclosure across the report.

Why did Gaxos.AI (GXAI) omit paragraph 3 from its revised Section 302 certifications?

Paragraph 3 was omitted from the revised Section 302 certifications because the amendment includes no financial statements. The company limited the update to correcting the share count and adjusted the certification language accordingly for this narrow amendment.

What exhibits are included in the Gaxos.AI (GXAI) Q1 2026 10-Q/A amendment?

The amendment includes updated Section 302 certifications for the principal executive and financial officers (Exhibits 31.1 and 31.2), Section 906 certifications (Exhibits 32.1 and 32.2), and the cover page Inline XBRL file identified as Exhibit 104.

Who signed the Gaxos.AI (GXAI) amended Q1 2026 quarterly report?

The amended report was signed on behalf of Gaxos.AI by Chief Executive Officer and Director Vadim Mats and by Chief Financial Officer Steven Shorr, who serves as principal financial and accounting officer, both signing on dated lines labeled May 18, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 001-41620

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Delaware		87-3288897
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
101 Eisenhower Pkwy, Suite 300
Roseland, New Jersey		07068
(Address of principal executive offices)		(Zip Code)

(973) 275-7428
(Registrant’s telephone number, including area code)

Not applicable

(Registrant’s former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, par value $0.0001 per share		GXAI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 13, 2026, there were 10,219,934 shares of common stock, par value $0.0001 per share, issued and outstanding. 

EXPLANATORY NOTE

Gaxos.AI Inc. (the “Company”) is filing this Amendment No. 1 to the Quarterly Report on Form 10-Q (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, originally filed with the Securities and Exchange Commission (“SEC”) on May 14, 2026 (the “Original Filing”). This Amendment is being filed solely for the purpose of revising the certifications filed as Exhibits 31.1 and 31.2 of the Original Filing (“Section 302 Certifications”) to correct an inadvertent error related to the number of shares of common stock on May 13, 2026. The number of shares of common stock was changed from 7,123,453 to 10,219,934.

This Amendment contains only the cover page, this explanatory note, the signature page and the revised Section 302 Certifications filed as Exhibits 31.1 and 31.2 to this Amendment. Because no financial statements have been included in this Amendment, paragraph 3 has been omitted from each of the revised Section 302 Certifications. No other changes have been made to the Original Filing. This Amendment speaks as of the filing date of the Original Filing, does not reflect any information or events subsequent to the Original Filing and does not modify or update in any way disclosures contained in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with the Company’s other filings made with the SEC subsequent to the Original Filing.

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ITEM 6. EXHIBITS

The following exhibits are filed with this Amendment to the Company’s Quarterly Report on Form 10-Q.

Exhibit No.		Description of Exhibits
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	*	Filed herewith.
	**	Furnished herewith.

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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 thereunto duly authorized.

	GAXOS.AI INC.
Dated: May 18, 2026	By:	/s/ Vadim Mats
	Name:	Vadim Mats
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

Dated: May 18, 2026	By:	/s/ Steven Shorr
	Name:	Steven Shorr
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

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