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AI brief of an SEC Form 8-K · GAXOS.AI INC. (GXAI)

Gaxos.ai Inc. Warrant Holders Exercise for $3.6 Million at Reduced $1.20 Price

Mixed Impact 3 of 5 financing Written later

Gaxos.ai agreed with holders of existing warrants to exercise 3,007,654 shares at a reduced price of $1.20 per share, down from original exercise prices of $2.33 to $3.32. In exchange, the company will issue new warrants for up to 6,015,308 shares at $0.95 per share, with a three-year term. Gross proceeds are expected to be about $3.6 million before placement agent fees and offering expenses, which would add cash for working capital but could increase the number of shares outstanding if the new warrants are exercised.

Key points

  • Existing warrants for 3,007,654 shares to be exercised at $1.20 per share, with gross proceeds of about $3.6 million expected before fees
  • New warrants for up to 6,015,308 shares at $0.95 per share, with a three-year term
  • H.C. Wainwright & Co. is placement agent, with a 7.0% cash fee and 1.0% management fee on exercise proceeds, plus warrants for 150,383 shares at $1.50
  • Closing expected on August 17, 2026; company to file a resale registration statement within 30 days of closing

The filing

CompanyGAXOS.AI INC. (GXAI)
Form8-K, current report
Filed with the SECAug 14, 2026, 4:20 PM ET
Accession number0001213900-26-090113

Items reported: 1.01 Material Definitive Agreement3.02 Unregistered Equity Sale8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 14, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.