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 August 17, 2026, the company receives cash while issuing new warrants that can later affect existing ownership.

The new warrants are immediately exercisable for up to 6,015,308 shares; if exercised, issuing those shares would increase total share count and reduce existing holders’ percentage ownership absent offsetting changes.

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 June 30, 2026, cash and equivalents were $1,089,449 alongside $10,353,040 of short-term investments.

Argus Aug 14 session 51 alerts

-34.13% close to close 806.5x rel. volume Open Argus

Details

Market move: GXAI -34.13% in the Aug 14 session. warrant exercise offering

-26.7% Trough in 7 hr 21 min

$8.31M Market Cap

On Aug 14, the day this news came out, GXAI closed 34.13% below the previous close. Argus tracked a trough of -26.7% from its starting point during tracking. Our momentum scanner recorded 51 alerts for this stock that day. Relative volume reached 806.5x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 14 session.

Key Figures

Warrants exercised: 3,007,654 shares Original exercise prices: $2.33-$3.32 per share Reduced exercise price: $1.20 per share +5 more

Warrants exercised

3,007,654 shares

Immediate cash exercise

Original exercise prices

$2.33-$3.32 per share

Outstanding warrants

Reduced exercise price

$1.20 per share

Immediate warrant exercise

New warrants issued

6,015,308 shares

Consideration for cash exercise

New warrant exercise price

$0.95 per share

Immediately exercisable warrants

Gross proceeds

$3.6 million

Before placement agent fees and offering expenses

New warrant expiration

3 years

After the Resale Registration Statement effective date

Expected closing date

August 17, 2026

Subject to customary closing conditions

Historical Context

5 past events · Latest: Aug 12

5 events

1. Aug 12

   Second-quarter earnings

   24h Move

   +44.7%

   Record revenue growth and reported quarterly net income drove a 44.74% 24-hour reaction.

2. Aug 03

   Share repurchase plan

   24h Move

   +8.9%

   Board authorized purchases of up to $1,000,000 of common stock.

3. Jul 28

   Strategic operating update

   24h Move

   -22.9%

   Company emphasized revenue-generating AI and health platforms after selling gaming assets.

4. Jun 24

   Gaming asset sale

   24h Move

   -4.2%

   Gaming assets were sold to Game Foundry AI in an approximately $1.76 million stock deal.

5. Jun 02

   AWS funding announcement

   24h Move

   +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.

Key Terms

warrants, form s-1, form s-3, private placement, +1 more

5 terms

warrants financial

"entry into definitive agreements for the immediate exercise of certain outstanding warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

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

"and Form S-3 (File No. 333-282739)"

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

"offered in a private placement pursuant to an applicable exemption"

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. 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 $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 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. 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 $0.95 per share, will be exercisable immediately 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 are expected to be approximately $3.6 million, before deducting placement agent fees and other offering expenses. The offering is expected to close on or about August 17, 2026, subject to the satisfaction of customary closing conditions. 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 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

FAQ

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

What did Gaxos (NASDAQ: GXAI) announce about warrant exercises on August 14, 2026?

Gaxos announced agreements for immediate cash exercise of certain outstanding warrants at $1.20 per share. According to Gaxos, these relate to up to 3,007,654 shares, originally issued in 2024, and are paired with issuance of new unregistered warrants.

How much money will Gaxos (GXAI) raise from the August 2026 warrant exercise deal?

Gaxos expects to raise approximately $3.6 million in gross proceeds from the transaction. According to Gaxos, this amount is before deducting placement agent fees and other offering expenses and is earmarked for working capital and general corporate purposes.

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

The new warrants will allow purchase of up to 6,015,308 shares at an exercise price of $0.95. According to Gaxos, they are exercisable immediately and will expire three years after the effective date of the related resale registration statement.

When is the Gaxos (GXAI) warrant exercise offering expected to close?

The offering is expected to close on or about August 17, 2026, subject to customary conditions. According to Gaxos, H.C. Wainwright & Co. is serving as exclusive placement agent for this transaction involving warrant exercises and new warrant issuance.

How will Gaxos (GXAI) use the proceeds from the August 2026 warrant exercises?

Gaxos plans to use the net proceeds for working capital and general corporate purposes. According to Gaxos, the approximately $3.6 million in gross proceeds will support its operations while accounting for placement agent fees and other offering-related expenses.

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

The new warrants and underlying shares are being offered in a private placement and are not yet registered. According to Gaxos, the company has agreed to file a resale registration statement with the SEC to cover the common shares issuable upon exercise.