Gaxos.ai shareholders back share increase, reverse split at annual meeting

What happened

Gaxos.ai Inc. (NASDAQ: GXAI), a Nevada-based company that reports itself as being in the prepackaged software services business, held its 2026 annual meeting of shareholders on August 11, 2026. According to the Form 8-K filed the same day, votes were cast on four proposals.

Shareholders approved an amendment to the company's 2022 Omnibus Equity Incentive Plan, increasing the number of shares of common stock reserved for issuance under the plan from 803,637 to 1,000,000. The company said the approval was part of Proposal 3 at the meeting.

Shareholders also approved a proposal granting the board of directors authority to effect a reverse stock split of the company's common stock at a ratio not less than 1-for-2 and not greater than 1-for-50, at the board's discretion, at any time before August 11, 2028. Voting on this proposal (Proposal 4) showed 3,068,168 votes for, 1,754,234 against, and 47,540 abstentions.

All four director nominees—Vadim Mats, Adam Holzer, Scott Grayson, and Roman Feldman—were elected to serve until the next annual meeting.

Shareholders also ratified the appointment of Salberg & Company, P.A. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

Separately, on the same day, the company's stock closed at $0.834 per share, down 33.81% from the previous close of $1.26, according to price data. The Form 8-K does not explain the price movement.

The filings

The company filed a Form 8-K, a current report that public companies must file with the SEC within four business days of a significant event. The form covers several types of events; here, it reports Items 5.02 (departure or election of directors and certain officers), 5.07 (submission of matters to a vote of security holders), and 9.01 (financial statements and exhibits).

The 8-K includes the results of the annual meeting vote, which is what Item 5.07 requires. This is a routine disclosure obligation after any shareholder vote on matters that require it, such as director elections and plan amendments.

The company also attached as Exhibit 10.1 the actual text of Amendment No. 2 to the 2022 Omnibus Equity Incentive Plan, which is the plan amendment that was approved. An omnibus equity incentive plan is a typical vehicle used by companies to grant stock options, restricted stock, and other equity-based compensation to employees, directors, and consultants. The amendment increases the share pool available for such grants.

What this means

A reverse stock split is a corporate action in which a company reduces the number of its outstanding shares while proportionally increasing the share price. For example, in a 1-for-10 split, every ten shares become one share, and the share price is multiplied by ten. The approval here authorizes the board to do this, but the filing says it is at the board's discretion and 'if needed,' so it does not mean the split will definitely happen, only that the board now has the authority to do it before August 11, 2028.

The increase in reserved shares for the 2022 equity plan means the company can issue up to 1,000,000 shares of common stock under that plan, up from 803,637. This likely allows the company to continue granting equity awards, such as stock options, without running out of shares. The filing does not specify a reason for the increase beyond the shareholder approval.

The Form 8-K discloses the vote counts but does not explain why the stock fell 33.81% on the same day. A share price drop of that size can happen for many reasons, but the filing itself provides no explanation.

Because the reverse split authorization gives the board the option to reduce the number of shares, some investors pay attention to such authorizations as a potential sign that a company is taking steps to boost its share price, perhaps to maintain listing requirements on an exchange like the Nasdaq. However, the filing here does not state any specific reason for the authorization.