Gaxos.ai Inc. Raises $3.6 Million in Gross Proceeds from Warrant Exercise Transaction

Gaxos.ai (NASDAQ: GXAI) closed a warrant exercise transaction involving up to 3,007,654 existing warrants, originally issued in December 2024 and September 2024, repriced to an exercise price of $1.20 per share from prior ranges of $2.33–$3.32.

Rhea-AI Summary

Gaxos.ai (NASDAQ: GXAI) closed a warrant exercise transaction involving up to 3,007,654 existing warrants, originally issued in December 2024 and September 2024, repriced to an exercise price of $1.20 per share from prior ranges of $2.33–$3.32.

According to the company, the cash exercises generated approximately $3.6 million in gross proceeds, before placement agent fees and expenses. In return for the immediate cash exercise, Gaxos issued new unregistered warrants to purchase up to 6,015,308 shares of common stock, exercisable at $0.95 per share and expiring three years after the effective date of a planned resale registration statement. Net proceeds are expected to be used for working capital and general corporate purposes.

Positive

• $3.6 million gross proceeds raised from warrant exercises for cash
• Immediate liquidity for working capital and general corporate purposes
• Existing warrants repriced and exercised, potentially simplifying part of the overhang on prior warrants

Negative

• Potential dilution from up to 3,007,654 exercised shares plus 6,015,308 new warrant shares
• Existing warrant exercise prices reduced from $2.33–$3.32 to $1.20 per share
• New warrants issued with a lower exercise price of $0.95 per share

News Explained

The $3.6 million gross proceeds add funding against $1,089,449 of cash and equivalents reported at June 30, 2026, alongside $10,353,040 of short-term investments.

Argus Aug 18 session 5 alerts

-4.77% close to close 69.2x rel. volume Open Argus

Details

Market move: GXAI -4.77% in the Aug 18 session. warrant exercise offering

$8.80M Market Cap

On Aug 18, the first trading day after this news, GXAI closed 4.77% below the previous close. Our momentum scanner recorded 5 alerts for this stock that day. Relative volume reached 69.2x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 18 session.

Key Figures

Existing warrants: 3,007,654 shares Original exercise prices: $2.33-$3.32 per share Reduced exercise price: $1.20 per share +4 more

Existing warrants

3,007,654 shares

Cash exercise transaction

Original exercise prices

$2.33-$3.32 per share

Existing warrants

Reduced exercise price

$1.20 per share

Existing warrants

New warrants

6,015,308 shares

Issued for immediate cash exercise

New warrant exercise price

$0.95 per share

Immediately exercisable new warrants

New warrant term

Three years

After Resale Registration Statement effective date

Gross proceeds

$3.6 million

Before placement agent fees and offering expenses

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24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

warrant exercise, form s-1, form s-3, private placement, +1 more

5 terms

warrant exercise financial

"closing of its previously announced exercise of certain outstanding warrants"

A warrant exercise is when the holder of a warrant pays a preset price to convert that warrant into actual company shares. Think of it like using a coupon to buy a product at a locked-in price; if the market price is higher, the buyer gains immediate value. For investors it matters because exercising brings cash into the company but also increases the total number of shares, which can reduce each existing shareholder’s ownership percentage and affect the stock price.

form s-1 regulatory

"registered pursuant to an effective registration statements on Form S-1"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

form s-3 regulatory

"registered pursuant to an effective registration statements on Form S-3"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

private placement financial

"The new warrants described above were offered in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

resale registration statement regulatory

"file a registration statement with the SEC covering the resale"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Roseland, NJ, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various high-growth sectors, today announced the closing of its previously announced exercise of certain outstanding warrants to purchase up to an aggregate of 3,007,654 shares of common stock originally issued in December 2024 and September 2024, having exercise prices ranging from $2.33 to $3.32 per share, at a reduced exercise price of $1.20 per share. The shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an effective registration statements on Form S-1 (No. 333-292709) and Form S-3 (File No. 333-282739).

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the existing warrants for cash, the Company issued new unregistered warrants to purchase up to an aggregate of 6,015,308 shares of common stock. The New Warrants are immediately exercisable at an exercise price of $0.95 per share and will expire three years after the effective date of the Resale Registration Statement (as defined below).

The aggregate gross proceeds to the Company from the offering was approximately $3.6 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants (the “Resale Registration Statement”).

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Gaxos.ai Inc.

Gaxos.ai Inc. (Nasdaq: GXAI) develops artificial intelligence applications designed to address opportunities across consumer and enterprise markets. The Company’s operations include Gaxos Labs, which develops and commercializes AI-powered applications, and RNK Health, a majority-owned subsidiary offering personalized weight loss, longevity, and performance treatments. Gaxos also holds a strategic minority investment in America First Defense.AI, a defense-technology company developing next-generation counter-UAS and robotic platforms.

For more information, visit Gaxos.AI. You can also follow Gaxos.ai on LinkedIn for the latest updates and news. 

Forward-Looking Statements

Certain statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the intended use of net proceeds from the offering. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”, “anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors disclosed in our filings with the SEC, accessible through the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. The Company disclaims any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not incorporated by reference herein.

Gaxos.ai Inc. Company Contact

Investor Relations
E:ir@gaxos.ai
T: 1-888-319-2499

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gaxos.ai (NASDAQ: GXAI) announce on August 17, 2026 about its warrant exercise transaction?

Gaxos.ai announced the closing of a warrant exercise transaction that generated approximately $3.6 million in gross proceeds. According to the company, investors exercised certain existing warrants for cash, and Gaxos.ai issued new unregistered warrants in consideration for the immediate exercise.

How much capital did Gaxos.ai (GXAI) raise from the August 2026 warrant exercises?

Gaxos.ai raised approximately $3.6 million in aggregate gross proceeds from the warrant exercise transaction. According to the company, this figure is before deducting placement agent fees and other offering expenses, with net proceeds intended for working capital and general corporate purposes.

What are the terms of the existing warrants exercised in Gaxos.ai’s August 2026 transaction?

The transaction involved up to 3,007,654 existing warrants, originally issued in December 2024 and September 2024. According to Gaxos.ai, the prior exercise prices of $2.33–$3.32 per share were reduced to a new exercise price of $1.20 per share for this cash exercise.

What are the key terms of the new Gaxos.ai (GXAI) warrants issued in August 2026?

Gaxos.ai issued new unregistered warrants to purchase up to 6,015,308 shares of common stock. According to the company, these new warrants are immediately exercisable at $0.95 per share and will expire three years after the effective date of a related resale registration statement.

How will Gaxos.ai use the proceeds from the August 2026 warrant exercise transaction?

Gaxos.ai plans to use the net proceeds for working capital and general corporate purposes. According to the company, the approximately $3.6 million in gross proceeds from the cash exercise of warrants will support ongoing operational and corporate needs across its AI-focused businesses.

Are the new Gaxos.ai (GXAI) warrants and underlying shares registered with the SEC?

The new warrants and their underlying shares are currently unregistered and were issued in a private placement. According to Gaxos.ai, the company has agreed to file a resale registration statement with the SEC covering the shares issuable upon exercise of the new warrants.

Who acted as placement agent for Gaxos.ai’s August 2026 warrant exercise transaction?

H.C. Wainwright & Co. served as the exclusive placement agent for Gaxos.ai’s warrant exercise transaction. According to the company, the firm arranged the exercise of existing warrants for cash, in connection with the issuance of new unregistered warrants to participating investors.