Gaxos.ai Inc. Agrees Warrant Exercise Deal to Raise ~$3.6M

What Happened
Gaxos.ai Inc. (GXAI) filed an 8-K on August 14, 2026 reporting an inducement letter under which certain holders agreed to exercise existing warrants to buy 3,007,654 shares at a reduced $1.20 per share. In exchange, the company issued new common stock purchase warrants (the "New Warrants") to purchase up to 6,015,308 shares at $0.95 per share with a three‑year term. The company expects gross proceeds of approximately $3.6 million before fees, and the closing was expected on August 17, 2026. H.C. Wainwright & Co., LLC is the exclusive placement agent for the transaction.

Key Details

• Existing warrants (issued Sept and Dec 2024) had exercise prices of $2.33–$3.32; holders will exercise for cash at $1.20 per share for 3,007,654 shares.
• New Warrants: up to 6,015,308 shares, $0.95 exercise price, three‑year term.
• Placement agent fees: 7.0% cash fee + 1.0% management fee of gross proceeds; $35,000 non‑accountable expense fee; $50,000 accountable expense fee; $15,950 clearing fees.
• Placement Agent Warrants: warrants to purchase up to 150,383 shares (5.0% of shares underlying Existing Warrants) at $1.50 per share.
• Securities issued under Section 4(a)(2) (unregistered); company will file a resale registration statement for the New Warrant Shares within 30 days and seeks effectiveness within 60 (or 90) days. Company agreed to limited issuance and registration restrictions until 30 days after closing.

Why It Matters
This transaction is a capital‑raising move that provides Gaxos.ai roughly $3.6 million in gross cash now, while also creating potential dilution from the New Warrants and placement agent warrants. The reduction in exercise price for existing warrant holders (from $2.33–$3.32 down to $1.20) was exchanged for additional upside via the New Warrants at $0.95, which could increase the company’s outstanding share count if exercised. Investors should note the fees to the placement agent, the registration and resale timelines, and that the new securities were issued in a private placement (unregistered) subject to future registration for resale.