GAXOS.AI INC. — fact timeline

GAXOS.AI INC. entered into Membership Interest Purchase Agreement with America First Defense.AI LLC valued at purchase of 19.99% membership interests for $2,900,000 (effective 2026-03-02).

“On March 2, 2026, Gaxos.ai Inc. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement") with America First Defense.AI LLC, a New Mexico limited liability company ("AFD"), pursuant to which the Company agreed to purchase, and AFD agreed to sell, 19.99% of AFD's outstanding membership interests (the "Membership Interests") for an aggregate purchase price of $2,900,000.”

GAXOS.AI INC. entered into At The Market Offering Agreement with H.C. Wainwright & Co., LLC valued at up to $3,000,000 (effective 2026-01-23).

“On January 23, 2026, Gaxos.ai Inc. (the "Company") entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC ("Wainwright"), under which the Company may offer and sell shares of its common stock, par value $0.0001 per share, (the "Shares"), having an aggregate sales price of up to $3,000,000 through Wainwright as the sales manager.”

GAXOS.AI INC.: Reincorporation from Delaware to Nevada; Nevada Charter and Nevada Bylaws became effective (effective 2025-03-03).

“On February 28, 2025, Gaxos Delaware filed (i) a certificate of conversion with the Secretary Gaxos Delaware of State of the State of Delaware (the “Certificate of Conversion”) and (ii) articles of conversion with the Secretary of State of the State of Nevada (“Articles of Conversion”), pursuant to which the Reincorporation became effective on March 3, 2025”

Roman Feldman was appointed as Director at GAXOS.AI INC..

“On March 3, 2025, the Company appointed Roman Feldman as a member of the Board to fill the vacancy created by Mr. Kisin’s resignation from the Board.”

Alex Kisin resigned as Director at GAXOS.AI INC..

“On March 3, 2025, Alex Kisin informed Gaxos.ai Inc. (the “Company”) that he will be resigning from the Company’s Board of Directors (the “Board”) as well as the Company’s audit committee, compensation committee and nominating and corporate governance committee effective immediately.”

GAXOS.AI INC. entered into Registration Rights Agreement with the Purchaser (effective 2024-03-13).

“In connection with the Private Placement, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”), dated as of March 13, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “ SEC ”) registering the resale of the securities issued in the Private Placement no later than 30 days after the date of the Registration Rights Agreement, and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).”

GAXOS.AI INC. entered into Purchase Agreement with an institutional investor valued at approximately $3.5 million (effective 2024-03-13).

“On March 13, 2024, Gaxos.ai Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (“the “ Purchaser ”) for the issuance and sale in a private placement (the “ Private Placement ”) of (i) 108,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), (ii) pre-funded warrants to purchase up to 520,367 shares of Common Stock (the “ Pre-Funded Warrants ”) (ii) series A warrants to purchase up to 628,367 shares of Common Stock (the “ Series A Warrants ”), and (iii) series B warrants to purchase up to 628,367 shares of Common Stock (the “ Series B Warrants ” and together with the Series A Warrants, the “ Common Warrants ”).”

GAXOS.AI INC.: Filed a certificate of amendment to effect a 1-for-12 reverse stock split of common stock (effective 2024-03-07).

“On March 7, 2024, Gaxos.ai Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effectuate a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (“Common Stock”).”

GAXOS.AI INC. shareholders approved Authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies. at the 2024-02-28 meeting.

“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”

GAXOS.AI INC. shareholders approved Ratification of the appointment of Salberg & Company, P.A. as the independent public accountant for the fiscal year ending December 31, 2024. at the 2024-02-28 meeting.

“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”

GAXOS.AI INC. shareholders approved Granting discretionary authority to the Board to amend the Certificate of Incorporation to effect a reverse stock split at a ratio from 1-for-2 up to 1-for-20. at the 2024-02-28 meeting.

“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”

GAXOS.AI INC.: Amended and restated Article 2, Section 2.4 to lower quorum requirement for shareholder meetings from majority to one-third voting power (effective 2024-01-10).

“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.”

GAXOS.AI INC.: Amended Certificate of Incorporation to change company name to Gaxos.ai Inc (effective 2024-01-05).

“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.”

GAXOS.AI INC. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 9, 2024, the Staff notified the Company that it has not regained compliance with Listing Rule 5550(a)(2) and is not eligible for a second 180 day period because the Company does not comply with the minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market (the “Delisting Determination”). Further, unless the Company requests an appeal of the Delisting Determination to a Hearings Panel (the “Panel”), the Company’s securities will be scheduled for delisting from the Nasdaq Capital Market and will be suspended at the opening of business on January 18, 2024, and”

GAXOS.AI INC. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“July 10, 2023, The NFT Gaming Company, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock (the “Common Stock”), for the last 30 consecutive business days, had closed below the minimum $1.00 per share and, as a result, the Company is not in compliance with the $1.00 minimum bid price requirement for the continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). The Notice has no effect at this time of the Common Stock, which continues to trade o”

GAXOS.AI INC. engaged Salberg & Company, P.A. as its auditor.

“Engagement of Independent Registered Public Accounting Firm On June 21, 2023, the Audit Committee appointed Salberg & Company, P.A. (“Salberg”) as the Company’s independent registered public accounting firm to”

GAXOS.AI INC. dismissed D. Brooks and Associates CPAs, P.A. as its auditor.

“Dismissal of Independent Registered Public Accounting Firm On June 20, 2023, the Audit Committee (the “Audit Committee”) of the Board of Directors of The NFT Gaming Company, Inc, (the “Company”) approved the dismissal of D. Brooks and Associates CPAs, P.A. (“D. Brooks”) as the Company’s independent registered public accounting”