NFTG NFT Gaming Company Inc

As filed with the Securities and Exchange Commission on June 21, 2024

Registration No. 333-            

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

 

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

 

Gaxos.ai Inc. 2022 Equity Incentive Plan

(Full title of the plan)

 

Vadim Mats
Chief Executive Officer
Gaxos.ai Inc.

101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068

(Name and address of agent for service)

 

(973) 275-7428

(Telephone number, including area code, of agent for service)

 

With a copy to:

Richard Friedman, Esq.

Ashton Wiebe, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

Phone: (212) 634-3031

Fax: (212) 655-1729

 

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 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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E of Form S-8, Gaxos.ai Inc, a Delaware corporation (the “Registrant”), is filing this registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register 95,304 additional shares of common stock, par value $0.0001 per share (the “Common Stock”), available for issuance under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”). The number of shares of Common Stock available for issuance under the 2022 Plan may be increased each January 1st of every calendar year starting on March 30, 2022 and ending on January 1, 2032 by an amount equal to the lesser of (a) 5.0% of the Company’s outstanding Common Stock (on an as-converted basis, which shall include Shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for Shares, including without limitation, preferred stock, warrants and employee options to purchase any Shares) on the final day of the immediately preceding calendar year and; and (b) a lesser amount determined by the Company’s board of directors, provided that shares of Common Stock issued under the 2022 Plan with respect to an exempt award, as defined in the 2022 Plan, shall not count against such share limit (the “Evergreen Provision”).

 

The Registrant previously filed with the Commission a registration statement on Form S-8 on April 21, 2023 (Registration No. 333-271383) (the “Prior Registration Statement”), registering shares of common stock issuable under the 2022 Plan. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

	●	The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 27, 2024;
	●	The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 14, 2024;
	●	The Company’s Current Reports on Form 8-K filed with the SEC on January 10, 2024; January 10, 2024; February 28, 2024; March 11, 2024, March 13, 2024; March 15, 2024 and March 20, 2024 (except for any portions of such Current Reports on Form 8-K furnished pursuant to Item 2.02 and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC);
	●	The Company’s definitive proxy statement on Schedule 14A for the Company’s special meeting of stockholders filed with the SEC on January 23, 2024 and amended on January 25, 2024;
	●	The description of the Company’s common stock contained in Exhibit 4.1 to its Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-41620) filed with the SEC on March 27, 2024, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description; and
	●	All other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.

 

ITEM 8. EXHIBITS.

 

See the attached Exhibit Index on the page immediately following the signature pages hereto, which is incorporated herein by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Roseland, New Jersey, on the 21^st day of June, 2024.

 

	GAXOS.AI INC.
	By:	/s/ Vadim Mats
		Vadim Mats
		Chief Executive Officer (Principal Executive Officer)

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vadim Mats as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Vadim Mats		Chief Executive Officer (Principal Executive Officer)		June 21, 2024
Vadim Mats
/s/ Steven Shorr		Chief Financial Officer		June 21, 2024
Steven Shorr		(Principal Financial and Accounting Officer)
/s/ Adam Holzer		Director		June 21, 2024
Adam Holzer
/s/ Alex Kisin		Director		June 21, 2024
Alex Kisin
/s/ Scott Grayson		Director		June 21, 2024
Scott Grayson

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Gaxos.ai Inc. 2022 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A filed with the SEC on February 8, 2023).
5.1*		Opinion of Sheppard, Mullin, Richter & Hampton LLP
23.1*		Consent of Salberg & Company PA
23.2*		Consent of D. Brooks and Associates CPAs, P.A.
23.3		Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page)
107*		Filing Fee Table

 

*

Filed herewith

 

 

II-3

Exhibit 5.1

 

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 212.653,8700 main 212.653.8701fax www.sheppardmullin.com

 

June 21, 2024

 

VIA ELECTRONIC MAIL

Gaxos.ai Inc.
101 Eisenhower Pkwy, Suite 300

Roseland, NJ, 07068

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing by Gaxos.ai Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “Commission”), covering 95,304 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which may be issued pursuant to the Gaxos.ai Inc. 2022 Equity Incentive Plan (the “Plan”).

 

This opinion (this “Opinion”) is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

 

In connection with this Opinion, we have reviewed and relied upon the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation, as in effect on the date hereof, the Company’s Bylaws, as amended, as in effect on the date hereof, the proceedings taken by the Company with respect to the authorization and adoption of the Plan, resolutions adopted by the board of directors of the Company, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this Opinion.

 

With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original of all documents submitted to us as certified or reproduced copies. We have also assumed that the Shares will be uncertificated in accordance with Section 158 of the Delaware General Corporation Law, and the transfer agent therefor will register the purchaser thereof as the registered owner of any uncertificated Shares on its stock transfer books and records. We have further assumed that (a) shares of Common Stock currently reserved for issuance under the Plan will remain available for the issuance of the Shares, and (b) neither the Company’s charter documents nor any of the proceedings relating to either the Plan or any of the award agreements relating to the Shares will be rescinded, amended or otherwise modified prior to the issuance of the Shares. We have also obtained from public officials and officers of the Company certificates or comparable documents as to certain factual matters and, insofar as this Opinion is based on matters of fact, we have relied on such certificates and comparable documents without independent investigation. We have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and against proper payment and consideration thereof and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.

 

We consent to the filing of this Opinion as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

We express no opinion as to matters governed by any laws other than the Delaware General Corporation Law and reported decisions of the Delaware courts interpreting such law.  

 

This Opinion is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Plan, the award agreements related to the Shares, or the Registration Statement.

 

Respectfully Submitted,
/s/ Sheppard, Mullin, Richter & Hampton LLP
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Gaxos.AI Inc. (the “Company”) to be filed on June 21, 2024 of our report dated March 27, 2024 on the financial statements of Gaxos.AI Inc. as of December 31, 2023 and for the year then ended, included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

 

/s/ Salberg & Company, P.A.

 

SALBERG & COMPANY, P.A.

Boca Raton, Florida

June 21, 2024

 

Exhibit 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Gaxos.AI Inc. (the “Company”) of our report, which has been dual dated March 31, 2023, and March 27, 2024, with respect to the financial statements of the Company as of December 31, 2022, and for the year then ended, included in the Company’s annual report on Form 10-K for the year ended December 31, 2023.

 

/s/ D. Brooks and Associates CPAs, P.A.

 

D. Brooks and Associates CPAs, P.A.

Palm Beach, FL

June 21, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-8

(Form Type)

 

GAXOS.AI INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

		Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Stock, par value $0.0001 per share		457(c) and 457(h)			95,304	(2)		$	3.23	(3)		$	307,831.92			$	0.00014760			$	45.44
Fees Previously Paid
		Total Offering Amounts																						$	45.44
		Total Fees Previously Paid																							-
		Total Fee Offsets																							-
		Net Fee Due																						$	45.44

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of Gaxos.ai Inc. (the “Registrant”) that become issuable under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the Registrant’s common stock. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

 

(2) Represents 95,304 additional shares of Common Stock available for issuance pursuant to the 2022 Plan. Other shares of Common Stock available for issuance under the 2022 Plan were previously registered on the registration statement on Form S-8 filed with the Securities and Exchange Commission on April 21, 2023 (File No. 333-271383).

 

(3) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on the average of the high and low sale price of the Registrant’s Common Stock, as quoted on The Nasdaq Capital Market on June 20, 2024, which date is within five business days prior to the filing of this Registration Statement.

 

 

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