GXAI (GXAI) lowers common warrant strike price in resale prospectus

Rhea-AI Filing Summary

GXAI filed a prospectus supplement related to the resale of up to 3,005,642 shares of common stock underlying various warrants held by selling stockholders and the placement agent. These include warrants originally exercisable at $3.32 and $3.00 per share issued under December 2024 purchase agreements and an engagement agreement with H.C. Wainwright & Co., LLC.

On August 14, 2026, the company agreed with holders to amend the exercise price of the Common Warrants (the December 18 Warrants and December 26 Warrants) to $1.20 per share. The common stock trades on the Nasdaq Capital Market under symbol GXAI, with a last reported sale price of $1.26 per share on August 13, 2026. The company is classified as an emerging growth company and notes that investing in its securities involves a high degree of risk.

Filing Explained

No warrant exercise, issuance, or resale is disclosed; 3,005,642 registered shares remain a potential source of dilution.

The filing’s operative change is to the warrant terms, while the registered shares remain tied to a future exercise step. It records the Common Warrants’ amended exercise price of $1.20 per share but does not report warrant exercise, share issuance, or resale.

If exercise and issuance occur, the additional shares would increase the total share count and, absent offsetting changes, reduce existing holders’ percentage ownership.

Key Figures

Shares registered for resale: 3,005,642 shares of common stock December 18 Warrants exercise price: $3.32 per share December 26 Warrants exercise price: $3.00 per share +5 more

8 metrics

Shares registered for resale 3,005,642 shares of common stock Aggregate shares underlying warrants offered on a resale basis

December 18 Warrants exercise price $3.32 per share Original exercise price of December 18 Warrants

December 26 Warrants exercise price $3.00 per share Original exercise price of December 26 Warrants

Amended Common Warrants exercise price $1.20 per share New exercise price effective under August 14, 2026 agreement

Market price before amendment $1.26 per share Last reported sale price on August 13, 2026

December 18 Warrants underlying shares 1,449,277 shares of common stock Shares issuable upon exercise of December 18 Warrants

December 26 Warrants underlying shares 839,228 shares of common stock Shares issuable upon exercise of December 26 Warrants

Placement Agent Warrants underlying shares up to 911,692 and 101,000 shares Shares issuable upon exercise of December 18 and December 26 Placement Agent Warrants

Key Terms

prospectus supplement, resale basis, Common Warrants, Placement Agent Warrants, +2 more

6 terms

prospectus supplement regulatory

"This prospectus supplement updates, supersedes and amends certain information"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

resale basis regulatory

"relating to the offering on a resale basis of an aggregate"

Common Warrants financial

"The Common Warrants have been amended as described below"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Placement Agent Warrants financial

"December 26 Placement Agent Warrants", together with the December 18 Placement Agent Warrants"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

emerging growth company regulatory

"We are an “emerging growth company” under the federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Capital Market market

"Our common stock is listed on the Nasdaq Capital Market under the symbol"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does GXAI's August 2026 prospectus supplement change?

The supplement updates warrant terms tied to 3,005,642 shares of common stock registered for resale and lowers the Common Warrants exercise price to $1.20 per share, affecting how holders may exercise and resell their shares.

How many GXAI shares are covered for resale in this prospectus?

The prospectus relates to the resale of up to 3,005,642 shares of GXAI common stock. These shares are issuable upon exercise of various warrants held by selling stockholders and the placement agent, as described in the offering disclosure.

What are the new and old exercise prices for GXAI’s Common Warrants?

GXAI agreed to amend the Common Warrants so they are exercisable at $1.20 per share. Previously, the December 18 Warrants had an exercise price of $3.32 per share and the December 26 Warrants had an exercise price of $3.00 per share.

What was GXAI’s stock price around the warrant amendment?

On August 13, 2026, just before the amendment agreement, GXAI’s common stock last traded at $1.26 per share on the Nasdaq Capital Market. This price provides context for the new $1.20 warrant exercise price.

Is GXAI selling new shares in this 424B3 filing?

The disclosure describes an offering on a resale basis of shares issuable upon warrant exercise by selling stockholders and the placement agent. It focuses on registered resale and warrant terms rather than a primary issuance by GXAI itself.

What types of warrants are involved in GXAI’s prospectus supplement?

The supplement covers December 18 Warrants, December 26 Warrants (together, the Common Warrants), and Placement Agent Warrants. These instruments allow holders to purchase GXAI common stock under the amended exercise price terms.

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

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Available on EDGAR 08/14/2026 - 04:29 PM Accepted by SEC EDGAR 08/14/2026 - 04:19 PM Learn about SEC filing dates

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-284435

Prospectus Supplement

(To the Prospectus dated February 14, 2025)

1,750,920 Shares of Common Stock

This prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated February 14, 2025 (the “Original Prospectus”), relating to the offering on a resale basis of an aggregate of 3,005,642 Shares of our common stock, par value $0.0001 per share, which are comprised of (i) 1,449,277 shares of Common Stock that are issuable upon exercise of warrants (the “December 18 Warrants”) issued pursuant to a securities purchase agreement entered into by and between us and certain Selling Stockholders dated December 18, 2024 (the “December 18 Purchase Agreement”), (ii) up to 911,692 shares of Common Stock issuable upon exercise of warrants (the “December 18 Placement Agent Warrants) issued pursuant to the engagement agreement dated as of September 20 2024 (the “Engagement Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (the “Placement Agent”), (iii) 839,228 shares of Common Stock issuable upon exercise of warrants (the “December 26 Warrants”, together with the December 18 Warrants, the “Common Warrants”) issued pursuant to an securities purchase agreement by and between us and the Selling Stockholders dated December 26, 2024 (the “December 26 Purchase Agreement”, together with the December 18 Purchase Agreement, the “Purchase Agreements”) and (iv) up to 101,000 shares of Common Stock issuable upon exercise of warrants (the “December 26 Placement Agent Warrants”, together with the December 18 Placement Agent Warrants, the “Placement Agent Warrants”) issued to the Placement Agent pursuant to the Engagement Agreements. The exercise price of the December 18 Warrants is $3.32 per Share and the exercise price of the December 26 Warrants is $3.00 per share. The Common Warrants have been amended as described below under “Amendments to Common Warrants.”

This prospectus supplement should be read in conjunction with the Original Prospectus, and is qualified by reference to the Original Prospectus, except to the extent that the information presented herein supersedes the information contained in the Original Prospectus. This prospectus supplement is not complete without, and may only be delivered or used in connection with, the Original Prospectus, including any amendments or supplements thereto. We may amend or supplement the Original Prospectus from time to time by filing amendments or supplements as required. You should read the entire Original Prospectus and any amendments or supplements carefully before you make an investment decision.

Our common stock is listed on the Nasdaq Capital Market under the symbol “GXAI.” On August 13, 2026 the last reported sale price of our common stock was $1.26 per share.

We are an “emerging growth company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. See “Risk Factors” in the Original Prospectus and documents incorporated therein by reference for a discussion of such risk factors, which factors should be read carefully in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

AMENDMENT TO COMMON WARRANTS

This prospectus supplement is being filed to disclose the following:

On August 14, 2026, the Company entered into an agreement with the holders of the Common Warrants pursuant to which the we agreed to amend the exercise price of the Common Warrants to $1.20 per share.

The date of this prospectus supplement is August 14, 2026