NFTG / Gaxos.ai Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

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): August 12, 2025 GAXOS.AI INC. (Ex

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): August 12, 2025 GAXOS.AI INC. (Exact name of registrant as specified in its charter) Nevada 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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 n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )         Filed by the Registrant     ☒ Filed by a Party other than the Registrant      ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )         Filed by the Registrant     ☒ Filed by a Party other than the Registrant      ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission On

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries of Gaxos.ai Inc. Name State/Country of Organization or Incorporation RNK Health LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO 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

Description of the Registrant’s Securities.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2024, Gaxos.ai Inc. (“the Company”) had one class of security registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, par value $0.0001 per share (the “Common Stock”). Description of Comm

Gaxos.ai Insider Trading Policy

Exhibit 19.1 Insider Trading POLICY (Effective Date: March [26], 2025) INTRODUCTION & REASONS FOR AN INSIDER TRADING POLICY The Board of Directors (the “Board”) of Gaxos.ai Inc. (the “Company”) has adopted this insider trading policy (this “Policy”) to promote compliance by Insiders (as defined below) with laws that prohibit certain persons aware of material nonpublic information about a company f

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): March 3, 2025 GAXOS.AI INC. (Exac

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): March 3, 2025 GAXOS.AI INC. (Exact name of registrant as specified in its charter) Nevada 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Commission File Number)

Certificate of Conversion filed with the Delaware Secretary of State on February 28, 2025

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A DELAWARE CORPORATION TO A NON-DELAWARE ENTITY PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL CORPORATION LAW 1. The name of the Delaware corporation is Gaxos.ai Inc. (If changed, the name under which it’s Certificate of Incorporation was originally filed: The NFT Gaming Company, Inc. 2. The date of filing of its original Certificate o

Articles of Incorporation of Gaxos.ai Inc, a Nevada corporation

Exhibit 3.3 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov Instructions for Formation - Profit Corporation IMPORTANT: READ ALL INSTRUCTIONS CAREFULLY BEFORE COMPLETING FORM. TYPE or PRINT the following information and submit the filing with Customer Order Instruction Form and payment: Please

Articles of Conversion filed with the Nevada Secretary of State on February 28, 2025

Exhibit 3.1 FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701-4201 (775) 684-5708 Website: www.nvsos.gov www.nvsilverflume.gov ABOVE SPACE IS FOR OFFICE USE ONLY TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT 1. Entity Information: (Constituent, Acquired or Merging) Entity Name: Gaxos.ai Inc. Jurisdiction: Delaware Entity Type*: Corporation If more tha

Plan of Conversion dated February 24, 2024 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 4, 2025.)

Exhibit 2.1 PLAN OF CONVERSION OF GAXOS.AI INC. A DELAWARE CORPORATION INTO GAXOS.AI INC., A NEVADA CORPORATION THIS PLAN OF CONVERSION, dated as of February 24, 2025 (including all of the Exhibits attached hereto, this “Plan”), is hereby adopted by Gaxos.ai Inc., a Delaware corporation, in order to set forth the terms, conditions and procedures governing the conversion of Gaxos.ai Inc. from a Del

Bylaws of Gaxos.ai Inc, a Nevada corporation

Exhibit 3.4 BYLAWS OF GAXOS.AI INC. (hereinafter called the “Corporation”) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the corporation shall be established and maintained at the office of SPI Agent Solutions, Inc., at 4625 W. Nevso Drive, Suites 2, in the City of Las Vegas, County of Clark shall be the registered agent of the corporation in charge thereof. The regist

Press Release dated March 4, 2025

Exhibit 99.1 Gaxos.ai Inc. Announces Reincorporation in the State of Nevada ROSELAND, NJ, March 4, 2025 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (Nasdaq: GXAI) (“the Company”), a company developing artificial intelligence applications across various sectors, today announced that the Company has reincorporated in the State of Nevada from State of Delaware (the “Reincorporation”). The Reincorporation was pr

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 3, 2025 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

Gaxos.ai Inc. Up to 3,005,642 Shares of Common Stock

PROSPECTUS Filed Pursuant to 424(b)(3) Registration Statement No. 333-284435 Gaxos.ai Inc. Up to 3,005,642 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of 3,005,642 shares of common stock, par value $0.0001 per share (the “Common Stock”) of Gaxos.ai Inc. (the “Company,” “we,”

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068 February 13, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Gaxos.ai Inc. Registration Statement on Form S-1 Filed February 4, 2025 File No. 333-284435 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933,

As filed with the Securities and Exchange Commission February 4, 2025

As filed with the Securities and Exchange Commission February 4, 2025 Registration Statement No.

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068 February 4, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549 Re: Gaxos.ai Inc. Registration Statement on Form S-1 Filed January 23, 2025 File No. 333-284435 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of Gaxos.ai Inc., a Delaware corporation (the

As filed with the Securities and Exchange Commission January 23, 2025

As filed with the Securities and Exchange Commission January 23, 2025 Registration Statement No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (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 or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Eq

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 30, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 26, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 30, 2024)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on December 30, 2024)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

1,346,669 Shares of Common Stock

Filed pursuant to Rule 424(B)(5) Registration No. 333-283758 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 18, 2024) 1,346,669 Shares of Common Stock We are offering 1,346,669 shares of our common stock, $0.0001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional and accredited investors. The purchase price of each share of com

Gaxos.ai Inc. Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Gaxos.ai Inc. Announces $4 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Roseland, NJ, Dec. 27, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (Nasdaq: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it has entered into definitive agreements for the purchase and sale of an agg

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

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): December 26, 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 Nu

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

LIMITED POWER OF ATTORNEY

Exhibit I LIMITED POWER OF ATTORNEY THIS LIMITED POWER OF ATTORNEY given on the 16th day of July, 2015 by CVI Investments, Inc.

JOINT FILING AGREEMENT

EXHIBIT II JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock of Gaxos.

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 20, 2024)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 18, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on December 20, 2024)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Gaxos.ai Inc. Announces $5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Gaxos.ai Inc. Announces $5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules Roseland, NJ, Dec. 19, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (Nasdaq: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it has entered into definitive agreements for the purchase and sale of an agg

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): December 18, 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 Nu

1,449,277 Shares of Common Stock

Filed pursuant to Rule 424(B)(5) Registration No. 333-283758 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 18, 2024) 1,449,277 Shares of Common Stock We are offering 1,449,277 shares of our common stock, $0.0001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share of common stock to th

Form of Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on December 20, 2024)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068

GAXOS.AI INC. 101 Eisenhower Pkwy, Suite 300 Roseland, New Jersey 07068 December 17, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Edwin Kim Re: Gaxos.ai Inc. Registration Statement on Form S-3 Filed December 12, 2024 File No. 333-283758 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the S

As filed with the Securities and Exchange Commission on December 12, 2024

As filed with the Securities and Exchange Commission on December 12, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Gaxos.ai Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price) Fee Rate Amount of Registration Fee Newly Registered Securiti

Form of Subordinated Debt Indenture

Exhibit 4.4 Form of Subordinated Debt Indenture GAXOS.AI INC. AND [TRUSTEE], TRUSTEE INDENTURE Dated as of , 20 SUBORDINATED DEBT SECURITIES INDENTURE dated as of , 20 between Gaxos.ai Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 101 Eisenhower Pkwy, Suite 300, Roseland, New Jersey 07068, and [

Form of Senior Debt Indenture

Exhibit 4.2 Form of Senior Debt Indenture GAXOS.AI INC. AND [TRUSTEE], TRUSTEE INDENTURE Dated as of , 20 SENIOR DEBT SECURITIES INDENTURE dated as of , 20 between Gaxos.ai Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 101 Eisenhower Pkwy, Suite 300, Roseland, New Jersey 07068, and [TRUSTEE], as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

GXAI / Gaxos.ai Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-gxai093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GAXOS.AI INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 62911P300 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropria

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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. (Ex

Up to 2,607,723 Shares of Common Stock Gaxos.ai Inc.

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-282739 Up to 2,607,723 Shares of Common Stock Gaxos.ai Inc. Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis up to an aggregate of 2,607,723 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) of Gaxos.ai Inc. (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Gaxos.ai Inc. 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068

Gaxos.ai Inc. 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068 October 25, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Lauren Pierce Matthew Derby Re: Gaxos.ai Inc. Registration Statement on Form S-3 Filed October 21, 2024 File No. 333-282739 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations un

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (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 or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity

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

As filed with the Securities and Exchange Commission on October 21, 2024 Registration No.

1,256,734 Shares of Common Stock

Filed pursuant to rule 424(b)(3) Registration Statement No. 333-278513 Prospectus Supplement (To the Prospectus dated April 16, 2024) 1,256,734 Shares of Common Stock This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated April 16, 2024 (the “Original Prospectus”), relating to the offering on a resale basis of an aggregate of 1,932,229 Share

Form of Inducement Letter (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 23, 2024)

Exhibit 10.1 GAXOS.AI September 20, 2024 Holder of Warrants to Purchase Common Stock Issued in March 2024 Re: Inducement Offer to Exercise Warrants Issued in March 2024 Dear Holder: Gaxos.ai Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase shares of the Company’s common stock, par value $0.0001 per shar

Form of New Series B Warrant (Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on September 23, 2024)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of New Series A Warrant (Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on September 23, 2024)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on September 23, 2024)

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Gaxos.ai Inc. Announces Exercise of Warrants for $3.24 Million Gross Proceeds

Exhibit 99.1 Gaxos.ai Inc. Announces Exercise of Warrants for $3.24 Million Gross Proceeds Roseland, NJ, September 20, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it has entered into a definitive agreement for the exercise of certain existing warrants to purc

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): September 20, 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 n

Filing Fee Table

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, pa

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

As filed with the Securities and Exchange Commission on June 21, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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

1,932,229 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278513 PROSPECTUS 1,932,229 Shares of Common Stock The selling shareholders named in this prospectus may use this prospectus to offer and resell from time to time up to 1,932,229 shares of our common stock, par value $0.0001 per share, which are comprised of (i) 108,000 shares (the “Shares”) of our common stock issued in a private placement on

Gaxos.ai Inc. 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068

Gaxos.ai Inc. 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068 April 12, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Charli Wilson Re: Gaxos.ai Inc. Registration Statement on Form S-3 Filed April 4, 2024 File No. 333-278513 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities

As filed with the U.S. Securities and Exchange Commission on April 4, 2024

As filed with the U.S. Securities and Exchange Commission on April 4, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 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 (I.R.S. Employer incorporation or organizatio

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (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 or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity

Gaxos.ai Inc. Clawback Policy

Exhibit 97.1 THE NFT GAMING COMPANY, INC. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of The NFT Gaming Company, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. T

Exhibit 4.1

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Gaxos.ai Inc. (“the Company”) had one class of security registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), its common stock, par value $0.0001 per share (the “Common Stock”). Description of Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO 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

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 GAXOS.AI INC. (Exact name of registrant as specified in its charter) Delaware 001-41620 87-3288897 (State or other jurisdiction of incorporation) (C

Gaxos.ai Inc. Announces Closing of $3.5 Million Private Placement Priced At-The-Market under Nasdaq Rules

Exhibit 99.2 Gaxos.ai Inc. Announces Closing of $3.5 Million Private Placement Priced At-The-Market under Nasdaq Rules Roseland, NJ, March 15, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, announced today that it has closed its previously announced private placement for the purchas

Form of Placement Agent Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 13, 2024, between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Form of Registration Rights Agreement

Exhibit 10.2 EXHIBIT B REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 13, 2024, by and between Gaxos.ai Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities

Gaxos.ai Inc. Announces $3.5 Million Private Placement Priced At-The-Market under Nasdaq Rules

Exhibit 99.1 Gaxos.ai Inc. Announces $3.5 Million Private Placement Priced At-The-Market under Nasdaq Rules Roseland, NJ, March 13, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 13, 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 Numbe

Form of Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Common Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Gaxos Acquires Rights to AI-enabled Technology from Top Biohacking App

Exhibit 99.1 Gaxos Acquires Rights to AI-enabled Technology from Top Biohacking App Roseland, NJ / March 13, 2024 – Gaxos.ai Inc. (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it had acquired the rights to use certain AI-enabled technology from a top biohacking app, “Ultiself,” in order to facilitate the developme

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): March 13, 2024 GAXOS.AI INC. (Exa

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): March 13, 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 Numbe

Gaxos.ai Inc. Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 8, 2024

Exhibit 99.1 Gaxos.ai Inc. Announces a 1:12 Reverse Stock Split Effective Pre-Market Opening on March 8, 2024 March 06, 2024 09:00 ET| Source: GAXOS.AI INC. Roseland, NJ, March 06, 2024 (GLOBE NEWSWIRE) - Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced that it will effect a 1-for-12 reverse

Third Amendment to the Certificate of Incorporation of Gaxos.ai Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 11, 2024.)

Exhibit 3.1 Delaware The First State 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 “GAXOS.AI INC.”, FILED IN THIS OFFICE ON THE SEVENTH DAY OF MARCH, A.D. 2024, AT 10:19 O’CLOCK A.M. 6707337 8100 Authentication: 202966529 SR# 20240914047 Date: 03-07-24 You may verify this certificate

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): March 6, 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

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): February 28, 2024 GAXOS.AI INC. (

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): February 28, 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 Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No._)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

Amendment to the Bylaws of Gaxos.ai Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 10, 2024.)

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 th

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 9, 2024 GAXOS.AI INC. (Ex

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 9, 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 Numb

Second Amendment to the Certificate of Incorporation of Gaxos.ai Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 10, 2024.)

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. 670733

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. (Ex

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 Numb

Letter of Termination, dated August 1, 2023, between the Company and The Trustees of Columbia University in the City of New York (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.)

Exhibit 10.1 August 1, 2023 Vadim Mats Chief Executive Officer The NFT Gaming Company, Inc. 101 Eisenhower Parkway, Suite 300 Roseland, NJ 07068 RE: Termination of Software and Patent License Agreement between NFT Gaming Company Inc. (“Company”) and The Trustees of Columbia University in the City of New York (“Columbia”), dated August 29, 2022 (“Agreement”) Dear Mr. Mats: This letter sets forth th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UND

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 The NFT Gaming Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 The NFT Gaming Company

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): July 10, 2023 The NFT Gaming Comp

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): July 10, 2023 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Commiss

Letter from D. Brooks and Associates CPAs, P.A., dated June 20, 2023.

Exhibit 16.1 June 20, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: The NFT Gaming Company, Inc. Commission File No. 000-41620 Dear Sir/Madam: We have read the statements included under item 4.01 in the Form 8-K dated June 20, 2023, of The NFT Gaming Company, Inc. to be filed with the Securities and Exchange Commission and we concu

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): June 20, 2023 The NFT Gaming Comp

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): June 20, 2023 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 The NFT Gaming Compan

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) THE NFT GAMING COMPANY, INC.

As filed with the Securities and Exchange Commission on April 21, 2023

As filed with the Securities and Exchange Commission on April 21, 2023  Registration No.

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41620 The NFT Gaming Company, Inc.

Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed on March 31, 2023.)

Exhibit 3.4 2 3 4

Regulation FD Disclosure

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) March 13, 2023 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Commiss

The NFT Gaming Company, Inc. Announces Closing of $7 Million Initial Public Offering

Exhibit 99.2 The NFT Gaming Company, Inc. Announces Closing of $7 Million Initial Public Offering Roseland, NJ , Feb. 17, 2023 (GLOBE NEWSWIRE) - The NFT Gaming Company, Inc. (“NFT Gaming” or the “Company”), a company developing a digital gaming platform and community that will offer users the ability to mint unique avatars playable in all of the games on the platform in the form of non-fungible t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

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) February 17, 2023 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41620 87-3288897 (State or other jurisdiction of incorporation) (Comm

The NFT Gaming Company, Inc. Announces Pricing of $7 Million Initial Public Offering

Exhibit 99.1 The NFT Gaming Company, Inc. Announces Pricing of $7 Million Initial Public Offering Roseland, NJ , Feb. 14, 2023 (GLOBE NEWSWIRE) - The NFT Gaming Company, Inc. (“NFT Gaming” or the “Company”), a company developing a digital gaming platform and community that will offer users the ability to mint unique avatars playable in all of the games on the platform in the form of non-fungible t

Executive Employment Agreement dated February 17, 2023, by and between the Company and Vadim Mats (Incorporated by reference to Exhibit 10.1 to the Company Current Report on Form 8-K filed on February 17, 2023.)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 17th day of February, 2023 (the “Effective Date”), by and between The NFT Gaming Company, Inc., a Delaware corporation located at 101 Eisenhower Parkway, Suite 300, Roseland, New Jersey, 07068 (the “Corporation”), and Vadim Mats, an individual residing at (the “Executive”); collectivel

PROSPECTUS 1,686,747 shares of Common Stock The NFT Gaming Company, Inc.

Filed Pursuant to Rule 424(b)(4) Registration No. 333-267879 PROSPECTUS 1,686,747 shares of Common Stock The NFT Gaming Company, Inc. This is the initial public offering of the Common Stock of The NFT Gaming Company, Inc, a Delaware corporation (the “Company,” “we,” “us,” “our”). Prior to this offering, there has been no public market for our Common Stock. We have been approved to list our Common

Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267879 PROSPECTUS 1,988,207 Shares of Common Stock The NFT Gaming Company, Inc. The selling stockholders plan to sell an aggregate of up to 1,988,207 shares (the “Resale Shares”) of The NFT Gaming Company, Inc. a Delaware corporation (the “Company,” “we,” “us,” “our”). The selling stockholders must sell their Resale Shares at a fixed price per

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE NFT GAMING COMPANY, INC. (Exact name of registrant as specified in its charter) Delaware 87-3288897 (State of incorporation or organization) (IRS Employer Identification No.) 101 Eisenhower P

February 10, 2023

February 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Laidlaw & Company (UK) LTD

CORRESP 1 filename1.htm Laidlaw & Company (UK) LTD 521 Fifth Ave, 12th Floor New York, NY 10175 VIA EDGAR February 10, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: The NFT Gaming Company, Inc. (“Company”) Registration Statement on Form S-1, filed February 8, 2023 (File No. 333-267879) (the “Registration Statemen

Form of Underwriting Agreement (Incorporated by reference to Exhibit 1.1 to the Company’s S-1/A filed on February 8, 2023).

Exhibit 1.1 THE NFT GAMING COMPANY, INC. UNDERWRITING AGREEMENT [ ] Shares of Common Stock [ ], 2023 Laidlaw & Company (UK) Ltd. As the Representative of the Several Underwriters Named on Schedule I hereto c/o Laidlaw & Company (UK) Ltd. 521 5th Avenue, 12th Fl. New York, NY 10175 Ladies and Gentlemen: The NFT Gaming Company, Inc., a Delaware corporation (the “Company”), proposes, subject to the t

Form of Subscription Agreement (Incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A filed on February 8, 2023.)

EX-4.3 7 ea172926ex4-3nftgaming.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 4.3 Subscription Agreement THIS SUBSCRIPTION AGREEMENT made as of the date set forth on the signature page by and between The NFT Gaming Company, Inc., a Wyoming corporation (hereinafter “Issuer” or “Company”); and the undersigned Subscriber (hereinafter “Subscriber”); who, for and in consideration of the mutual promises an

Bylaws (Incorporated by reference to Exhibit 3.3 to the Company’s Form S-1/A filed on February 8, 2023).

Exhibit 3.3 BY-LAWS of THE NFT GAMING COMPANY, INC. (a Delaware corporation) PREAMBLE These By-laws are subject to, and governed by, the Delaware General Corporation Law (the “DGCL”) and the Certificate of Incorporation (the “Certificate”) of The NFT Gaming Company, Inc., a Delaware corporation (the “Corporation”). In the event of a direct conflict between the provisions of these By-laws and the m

Software and License Agreement dated August 29, 2022, by and between the Company and Columbia University (Incorporated by reference to Exhibit 10.4 to the Company’s S-1/A filed on February 8, 2023.)

Exhibit 10.4 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Columbia - Confidential SOFTWARE AND PATENT LICENSE AGREEMENT This Software and Patent License Agreement (“Agreement”) is made and entered into as of August 29, 2022 (“Effective Date”) between The Trustees of Col

Employment Agreement dated March 23, 2022, by and between the Company and Steven Shorr (Incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A filed on February 8, 2023.)

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 23rd day of March 2022 (the “Effective Date”), by and between The NFT Gaming Company, Inc., a Wyoming corporation with offices at 101 Eisenhower Parkway, Suite 300, Roseland NJ 07086 (the “Corporation”), and Steven A. Shorr an individual located at 34 Vassar Street Garden City, NY 1153

2022 Omnibus Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s S-1/A filed on February 8, 2023.)

Exhibit 10.3 THE NFT GAMING COMPANY, INC. 2022 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the NFT Gaming Company, Inc. 2022 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essent

Form of Representatives Warrant (Incorporated by reference to Exhibit 4.4 to the Company’s Form S-1/A filed on February 8, 2023).

Exhibit 4.4 THE NFT GAMING COMPANY, INC. WARRANT Warrant No. Original Issue Date: [ ] The NFT Gaming Company, Inc., a Delaware corporation (the “Company”), hereby certifies that, as partial compensation for its services as an underwriter to the Company, Laidlaw & Company (UK) Ltd. or its designees or registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of [ ] s

As filed with the Securities and Exchange Commission on February 7, 2023.

S-1/A 1 ea172926-s1a3nftgaming.htm AMENDMENT NO. 3 TO FORM S-1 As filed with the Securities and Exchange Commission on February 7, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The NFT Gaming Company, Inc. (Exact name of registrant as specified i

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form S-1/A Filed on February 8, 2023).

Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Oct 27 2021 8:46AM Cheyenne, WY 82002-0020 Original ID: 2021-001046902 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: The NFT Gaming Company, Inc. II. The name and physical address of the registered agent of the profit c

Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A Filed on February 8, 2023).

Exhibit 3.2 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF “THE NFT GAMING COMPANY, INC.” FILED IN THIS OFFICE ON THE THIRTIETH DAY OF MARCH, A.D. 2022, AT 12:26 O’CLOCK P.M. 6707337 8100F Authentication: 203051362 SR# 20221232739 Date: 03-30-22

Form of Stock Certificate (Incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed on February 8, 2023.)

Exhibit 4.2

Form of Employment Agreement between the Company and Vadim Mats, to be effective on the closing of the offering contemplated by this registration statement

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this of , 2023 (the “Effective Date”), by and between The NFT Gaming Company, Inc., a Delaware corporation located at 101 Eisenhower Parkway, Suite 300, Roseland, New Jersey, 07068 (the “Corporation”), and Vadim Mats, an individual residing at (the “Executive”); collectively the “Parties” a

As filed with the Securities and Exchange Commission on January 20, 2023.

As filed with the Securities and Exchange Commission on January 20, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 –––––––––––––––––––– Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 87-3288897 (S

Sheppard, Mullin, Richter & Hampton LLP

CORRESP 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com January 20, 2023 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 1 to Registration Statement on Form

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) THE NFT GAMING COMPANY, INC.

As filed with the Securities and Exchange Commission on January 3, 2023.

As filed with the Securities and Exchange Commission on January 3, 2023. Registration Statement No. 333-267879 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????? Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 87-3288897 (St

As filed with the Securities and Exchange Commission on October 14, 2022.

As filed with the Securities and Exchange Commission on October 14, 2022. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The NFT Gaming Company, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 87-3288897 (State or other jurisdiction of incorporation or

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) THE NFT GAMING COMPANY, INC.

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CORRESP 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com September 30, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 5 to Draft Registration Statement

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on September 9, 2022. This draft registration statement has not been publicly filed with the Securitie

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on September 9, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration Statement No. 333- UNITED STATE

Sheppard, Mullin, Richter & Hampton LLP

DRSLTR 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com September 9, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 4 to Draft Registration Statement on

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on August 19, 2022. This draft registration statement has not been publicly filed with the Securities

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on August 19, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration Statement No. 333- UNITED STATES

Sheppard, Mullin, Richter & Hampton LLP

DRSLTR 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com August 19, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 3 to Draft Registration Statement on F

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 15, 2022. This draft registration statement has not been publicly filed with the Securities an

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 15, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration Statement No. 333- UNITED STATES SE

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DRSLTR 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com July 15, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 2 to Draft Registration Statement on For

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on June 27, 2022. This draft registration statement has not been publicly filed with the Securities an

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on June 27, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration Statement No. 333- UNITED STATES SE

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DRSLTR 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com June 27, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Amendment No. 1 to Draft Registration Statement on For

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on May 13, 2022. This draft registration statement has not been publicly filed with the Securities and

DRS/A 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on May 13, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration Statement No. 333- UNITED STATES SEC

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DRSLTR 1 filename1.htm Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com May 13, 2022 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 Attn: Kyle Wiley Re: The NFT Gaming Company, Inc. Draft Registration Statement on Form S-1 Submitted Marc

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on March 31, 2022. This draft registration statement has not been publicly filed with the Securities a

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on March 31, 2022.

Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.