Gaxos.AI Inc 2026年季度报告

FORM 10-Q/A(Amendment No. 1) (Mark One)☒QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-41620 GAXOS.AI INC.(Exact name of registrant as specified in its charter) Delaware87-3288897(State or other jurisdiction of(IRS Employer (973) 275-7428(Registrant’s telephone number, including area code) Not applicable(Registrant’s former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Exchange Act: The Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistration was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 13, 2026,there were 10,219,934 shares of common stock, par value $0.0001 per share, issued and outstanding. EXPLANATORY NOTE Gaxos.AI Inc. (the “Company”) is filing this Amendment No.1 to the Quarterly Report on Form 10-Q (this “Amendment”) to amendits Quarterly Report on Form 10-Q for the quarter ended March31, 2026, originally filed with the Securities and ExchangeCommission (“SEC”) on May14, 2026 (the “Original Filing”). This Amendment is being filed solely for the purpose of revising thecertifications filed as Exhibits 31.1 and 31.2 of the Original Filing (“Section302 Certifications”) to correct an inadvertent error relatedto the number of shares of common stock on May 13, 2026. The number of shares of common stock was changed from 7,123,453 to10,219,934. This Amendment contains only the cover page, this explanatory note, the signature page and the revised Section302 Certificationsfiled as Exhibits 31.1 and 31.2 to this Amendment. Because no financial statements have been included in this Amendment, paragraph3 has been omitted from each of the revised Section302 Certifications. No other changes have been made to the Original Filing. ThisAmendment speaks as of the filing date of the Original Filing, does not reflect any information or events subsequent to the OriginalFiling and does not modify or update in any way disclosures contained in the Original Filing. Accordingly, this Amendment should beread in conjunction with the Original Filing and with the Company’s other filings made with the SEC subsequent to the OriginalFiling. ITEM 6. EXHIBITS The following exhibits are filed with this Amendment to the Company’s Quarterly Report on Form 10-Q. .Description of Exhibits31.1*Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities ExchangeAct of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Actof 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 200232.2**Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned thereunto duly authorized.