UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Second Amendment to the Certificate of Incorporation of Gaxos.ai Inc. | |
| 3.2 | Amendment to the Bylaws of Gaxos.ai Inc. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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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 hereunto duly authorized.
| Date: January 10, 2024 | GAXOS.AI INC. |
| /s/ Vadim Mats | |
| Vadim Mats | |
| Chief Executive Officer |
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