| Item 1. | |
| (a) | Name of issuer:
Gaxos.ai Inc. |
| (b) | Address of issuer's principal executive
offices:
101 Eisenhower Pkwy, Suite 300 Roseland, NJ 07068 |
| Item 2. | |
| (a) | Name of person filing:
N/A |
| (b) | Address or principal business office or, if
none, residence:
N/A |
| (c) | Citizenship:
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America ("Mr. Kopin"), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended. The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. |
| (d) | Title of class of securities:
Common stock, par value $0.0001 per share |
| (e) | CUSIP No.:
62911P300 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on December 18, 2024 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 20, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 434,783 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock represent beneficial ownership of approximately 9.5% of the Common Stock, based on (1) 4,127,507 shares of Common Stock outstanding as of December 18, 2024, as reported by the Issuer, plus (2) 434,783 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes 434,783 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the "Intracoastal Warrant") because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 869,566 shares of Common Stock. (ii) As of the close of business on December 26, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 292,897 shares of Common Stock issuable upon exercise of the Intracoastal Warrant, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 4,127,507 shares of Common Stock outstanding as of December 18, 2024, as reported by the Issuer, plus (2) 1,449,277 shares of Common Stock in the aggregate issued at the closing of transaction contemplated by the SPA and (3) 292,897 shares of Common Stock issuable upon exercise of the Intracoastal Warrant. The foregoing excludes 141,886 shares of Common Stock issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 434,783 shares of Common Stock. |
| (b) | Percent of class:
(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on December 18, 2024 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on December 20, 2024), each of the Reporting Persons may have been deemed to have beneficial ownership of 434,783 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, and all such shares of Common Stock represent beneficial ownership of approximately 9.5% of the Common Stock, based on (1) 4,127,507 shares of Common Stock outstanding as of December 18, 2024, as reported by the Issuer, plus (2) 434,783 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA. The foregoing excludes 434,783 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA (the "Intracoastal Warrant") because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 869,566 shares of Common Stock. (ii) As of the close of business on December 26, 2024, each of the Reporting Persons may have been deemed to have beneficial ownership of 292,897 shares of Common Stock issuable upon exercise of the Intracoastal Warrant, and all such shares of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 4,127,507 shares of Common Stock outstanding as of December 18, 2024, as reported by the Issuer, plus (2) 1,449,277 shares of Common Stock in the aggregate issued at the closing of transaction contemplated by the SPA and (3) 292,897 shares of Common Stock issuable upon exercise of the Intracoastal Warrant. The foregoing excludes 141,886 shares of Common Stock issuable upon exercise of the Intracoastal Warrant because the Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 434,783 shares of Common Stock. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
292,897
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
292,897
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | 
Ownership of 5 percent or less of a class |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
