Gaxos Announces Exercise of Warrants for Approximately $3.6 Million Gross Proceeds
Rhea-AI Summary
Gaxos (NASDAQ: GXAI) has entered into definitive agreements for the immediate cash exercise of certain outstanding warrants covering up to 3,007,654 shares, originally issued in December and September 2024, at a reduced exercise price of $1.20 per share instead of $2.33–$3.32.
In return, Gaxos will issue new unregistered warrants to purchase up to 6,015,308 shares at an exercise price of $0.95, exercisable immediately and expiring three years after the effective date of a planned resale registration statement. The transaction is expected to generate approximately $3.6 million in gross proceeds before fees, expected to close on or about August 17, 2026. According to Gaxos, net proceeds will be used for working capital and general corporate purposes, and H.C. Wainwright & Co. is acting as exclusive placement agent.
Positive
- Expected gross proceeds of approximately $3.6 million from warrant exercises
- Immediate cash exercise of up to 3,007,654 existing warrants at $1.20 per share
- New capital allocated to working capital and general corporate purposes
- Exclusive placement agent engagement with H.C. Wainwright & Co.
Negative
- Issuance of up to 6,015,308 new warrants adds potential future share dilution
- Exercise price cut from original $2.33–$3.32 range down to $1.20 per share
- New warrants issued via private placement, with resale dependent on a future SEC registration statement
News Explained
The pending warrant exercise would raise cash but add up to 6,015,308 shares of future dilution capacity.
Gaxos has entered definitive agreements but has not closed the offering; if it closes around
The new warrants are immediately exercisable for up to
The shares tied to the exercised old warrants are covered by effective Form S-1 and S-3 registrations, while the new warrants and their underlying shares are unregistered and require the agreed resale registration before U.S. resale absent an exemption.
As of
Sources and calculations
- Gaxos warrant exercise announcement (2026-08-14)
- Dilution definition (2026-07-17)
- Gaxos second-quarter fundamentals (2026-06-30)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,089,449 / ($1,087,746 / 90) = [object Object]
Market reaction after warrant exercise offering: GXAI -27.71%
Following this news, GXAI has declined 27.71%, reflecting a significant negative market reaction. Argus tracked a trough of -17.1% from its starting point during tracking. Our momentum scanner has triggered 34 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.91. Trading volume is exceptionally heavy at 150.3x the average, suggesting significant selling pressure.
Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 12 | Second-quarter earnings | Positive | +44.7% | Record revenue growth and reported quarterly net income drove a 44.74% 24-hour reaction. |
| Aug 03 | Share repurchase plan | Positive | +8.9% | Board authorized purchases of up to $1,000,000 of common stock. |
| Jul 28 | Strategic operating update | Positive | -22.9% | Company emphasized revenue-generating AI and health platforms after selling gaming assets. |
| Jun 24 | Gaming asset sale | Positive | -4.2% | Gaming assets were sold to Game Foundry AI in an approximately $1.76 million stock deal. |
| Jun 02 | AWS funding announcement | Positive | +14.3% | Amazon Web Services committed additional funding for an AI-powered sales coaching platform. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
GXAI's recent news reactions were positive for three events and divergent for two, including positive operating updates followed by declines.
Key Terms
warrants financial
form s-1 regulatory
form s-3 regulatory
private placement financial
resale registration statement regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Roseland, NJ, Aug. 14, 2026 (GLOBE NEWSWIRE) -- --Gaxos.ai Inc. (“Gaxos” or the “Company”)(NASDAQ: GXAI), a company developing artificial intelligence applications across various high-growth sectors, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 3,007,654 shares originally issued in December 2024 and September 2024, having exercise prices ranging from
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered warrants to purchase up to 6,015,308 shares of common stock. The new warrants will have an exercise price of
The aggregate gross proceeds to the Company from the offering are expected to be approximately
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 Securities and Exchange Commission (“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 shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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 completion of the offering, the satisfaction of customary closing conditions related to the offering and 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
