GXAI (Nasdaq: GXAI) lowers warrant exercise price in $1.93M-share resale

Rhea-AI Filing Summary

GXAI filed an amendment to a prospectus supplement related to the resale of up to 1,932,229 shares of common stock, including shares issued in a March 13, 2024 private placement and shares issuable upon exercise of various warrants. These securities include common shares, pre-funded warrant shares, Series A and Series B warrant shares, and placement agent warrant shares. The common stock warrants’ exercise price, originally $2.58 per share, has been amended to $1.20 per share. GXAI’s common stock trades on the Nasdaq Capital Market under the symbol GXAI, and the last reported sale price on August 13, 2026 was $1.26 per share.

Filing Explained

The filing documents a resale registration, not a completed exercise, issuance, or sale of the warrant shares; dilution from those shares therefore remains conditional on exercise.

Key Figures

Resale registration size: 1,932,229 shares Private placement shares: 108,000 shares Pre-funded warrant shares: 520,367 shares +5 more

8 metrics

Resale registration size 1,932,229 shares Aggregate common stock covered on a resale basis

Private placement shares 108,000 shares Common stock issued March 13, 2024 under Securities Purchase Agreement

Pre-funded warrant shares 520,367 shares Common stock issuable upon exercise of Pre-funded Warrants

Series A warrant shares 628,367 shares Common stock issuable upon exercise of Series A Warrants

Series B warrant shares 628,367 shares Common stock issuable upon exercise of Series B Warrants

Placement agent warrant shares 47,128 shares Common stock issuable upon exercise of Placement Agent Warrants

Original warrant exercise price $2.58 per share Exercise price of Common Stock Warrants before amendment

Amended warrant exercise price $1.20 per share New exercise price of Common Stock Warrants agreed August 14, 2026

Key Terms

prospectus supplement, Pre-funded Warrants, Series A Warrants, Series B Warrants, +2 more

6 terms

prospectus supplement regulatory

"This Amendment No. 1 to prospectus supplement updates, supersedes and amends..."

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.

Pre-funded Warrants financial

"520,367 shares ... issuable upon the exercise of the pre-funded warrants (the “Pre-funded Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Series A Warrants financial

"628,367 shares ... issuable upon exercise of series A warrants (the “Series A Warrants”)"

Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.

Series B Warrants financial

"628,367 shares ... issuable upon exercise of series B warrants (the “Series B Warrants”)"

Series B warrants are contracts issued alongside a company's Series B financing that give the holder the right to buy a set number of shares at a fixed price within a specified time. For investors, they matter because they can provide leveraged upside if the company grows, or they can dilute existing shareholders when exercised—like a coupon promising a future share at a known price that can add value or change ownership stakes.

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 “GXAI.”"

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 14, 2026 424B3 amendment change?

The amendment updates warrant terms tied to 1,932,229 resale shares of GXAI common stock. It specifically amends the exercise price of the common stock warrants and reaffirms that these securities are being offered on a resale basis by the holders.

How many GXAI (GXAI) shares are covered by this resale registration?

The resale registration covers up to 1,932,229 shares of GXAI common stock. This total includes 108,000 private placement shares, multiple series of warrant shares, and 47,128 placement agent warrant shares issued in connection with the March 13, 2024 transaction.

What is the new exercise price of GXAI’s common stock warrants?

GXAI agreed to amend the exercise price of its common stock warrants to $1.20 per share. These warrants were originally exercisable at $2.58 per share, and the change was made via an agreement with the warrant holder dated August 14, 2026.

What types of securities are included in GXAI’s 1,932,229 registered shares?

The 1,932,229 registered shares include 108,000 common shares, 520,367 pre-funded warrant shares, 628,367 Series A warrant shares, 628,367 Series B warrant shares, and 47,128 placement agent warrant shares, all tied to the March 13, 2024 private placement.

Where is GXAI (GXAI) listed and what was its recent trading price?

GXAI’s common stock is listed on the Nasdaq Capital Market under the symbol GXAI. The last reported sale price cited in the document was $1.26 per share on August 13, 2026, providing a reference point versus the amended warrant exercise price.

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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. 333-278513

Amendment No. 1 dated August 14, 2026

To Prospectus Supplement dated September 26, 2024

(To the Prospectus dated April 16, 2024)

1,256,734 Shares of Common Stock

This Amendment No. 1 to prospectus supplement (“Amendment No. 1”) updates, supersedes and amends certain information contained in the prospectus dated April 16, 2024 (the “Original Prospectus”) as amended by the prospectus supplement dated April 16, 2026 (together with the Original Prospectus, the “Prior Prospectuses”), relating to the offering on a resale basis of an aggregate of 1,932,229 Shares of our common stock, par value $0.0001 per share, which are comprised of (i) 108,000 shares (the “Shares”) of our common stock issued in a private placement on March 13, 2024 (the “Private Placement”), pursuant to that certain Securities Purchase Agreement by and among us and an investor, dated as of March 13, 2024 (the “Securities Purchase Agreement”), (ii) 520,367 shares (the “Pre-funded Warrant Shares”) of our common stock issuable upon the exercise of the pre-funded warrants (the “Pre-funded Warrants”), (iii) 628,367 shares (the “Series A Warrant Shares”) of our common stock issuable upon exercise of series A warrants (the “Series A Warrants”), (iv) 628,367 shares (the “Series B Warrant Shares” and together with the Pre-funded Warrant Shares and the Series A Warrant Shares, the “Warrant Shares” and collectively with the Shares, the “Registrable Securities”) of our common stock issuable upon exercise of series B warrants (the “Series B Warrants” and together with the Series A Warrants, the “Common Stock Warrants” and together with the Pre-funded Warrants, the “Warrants”) issued in the Private Placement pursuant to the Securities Purchase Agreement and (iv) 47,128 shares (the “Placement Agent Warrant Shares”) of our common stock issuable upon the exercise of the placement agent warrants (the “Placement Agent Warrants”) issued in connection with the Private Placement. The exercise price of the Common Stock Warrants is $2.58 per Share. The Common Stock Warrants have been amended as described below under “Amendments to Common Stock Warrants.”

This Amendment No. 1 should be read in conjunction with the Prior Prospectuses, and is qualified by reference to the Prior Prospectuses, except to the extent that the information presented herein supersedes the information contained in the Prior Prospectuses. This Amendment No. 1 is not complete without, and may only be delivered or used in connection with, the Prior Prospectuses, including any amendments or supplements thereto. We may amend or supplement the Prior Prospectuses from time to time by filing amendments or supplements as required. You should read the entire Prior Prospectuses 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 STOCK WARRANTS

This prospectus supplement is being filed to disclose the following:

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

The date of this prospectus supplement is August 14, 2026