Gaxos.AI Inc美股招股说明书(2026-02-04版)

PROSPECTUS SUPPLEMENT(To Prospectus dated December 18, 2024 To Prospectus Supplement dated January 23, 2026) This prospectus supplement (“Prospectus Supplement”) amends and supplements the information in the prospectus, dated December18, 2024, filed as a part of our registration statement on FormS-3(FileNo.333-283758),as supplemented by our prospectussupplement dated January 23, 2026 (collectively, the “Prior Prospectus”). This prospectus supplement should be read in conjunctionwith the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedesthe information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered orutilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto. We filed the Prior Prospectus to register the offer and sale of our common stock, par value $0.0001 per share, from time to timepursuant to the terms of that certain At The Market Offering Agreement, dated January 23, 2026 (the “Sales Agreement”), with H.C.Wainwright& Co., LLC, (the “Sales Agent” or “Wainwright”), acting as the agent, and us. Since our entry into the Sales Agreement, we have offered and sold 1,515,700 shares of common stock for gross proceeds ofapproximately $3,000,000 million pursuant to the Sales Agreement. We are filing this Prospectus Supplement to supplement the Prior Prospectus to increase the aggregate amount we intend to sellpursuant to the Sales Agreement. As of the date of this Prospectus Supplement, we are offering up to an additional aggregate of$2,600,000 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously soldpursuant to the Sales Agreement. Our common stock is listed on the Nasdaq Capital Market under the symbol “GXAI.” On February 3, 2026, the last reported sale priceof our common stock was $2.00 per share. As of the date of this prospectus supplement, the aggregate market value of our common stock held bynon-affiliatesof our publicfloat was approximately $16,833,442 based on a total number of 8,639,153 shares of common stock outstanding, of which 8,416,721shares of common stock were held bynon-affiliates,at a price of $2.00 per share, the closing sales price of our common stock onFebruary 3, 2026, which is the highest closing price of our common stock on Nasdaq Capital Market within the prior 60 days. We havesold approximately $3,000,000 of securities pursuant to General Instruction I.B.6 of FormS-3during the prior12-calendarmonthperiod that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing,we are currently eligible under General Instruction I.B.6 of FormS-3to offer and sell shares of our Common Stock having anaggregate offering price of up to approximately $2,611,395. Pursuant to General Instruction I.B.6 of FormS-3,in no event will we sellsecurities in a public primary offering with a value exceedingone-thirdof our public float in any12-monthperiod so long as ourpublic float remains below $75.0million. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is February 4, 2026