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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.
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 |
|
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Vadim Mats |
|
Title: |
Chief Executive Officer |
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