Gaxos.ai (GXAI) expands at‑the‑market program by $1.07M

Rhea-AI Filing Summary

Gaxos.ai Inc. is supplementing its prior prospectuses to raise the size of its at-the-market program under the Sales Agreement with H.C. Wainwright & Co. The company is offering up to an additional $1,065,001 of its common stock pursuant to the Sales Agreement.

The supplement states the Sales Agreement previously produced gross proceeds of approximately $5,600,000 from 3,096,481 shares sold. It reports 10,219,934 shares outstanding and 9,997,502 shares held by non-affiliates as of the prospectus supplement, with a disclosed public float market value of $19,995,004 using a $2.00 per-share price on February 3, 2026. The Company notes compliance with General Instruction I.B.6 of Form S-3.

Insights

Equity Capital Markets Analyst

ATM increase adds modest incremental raising capacity.

The supplement increases the at-the-market capacity by $1,065,001, adding to prior sales of $5,600,000 under the Sales Agreement with H.C. Wainwright. This is an administrative update that preserves the issuer's option to sell additional shares into the market.

Cash-flow treatment is issuer proceeds; the timing and pace of any sales are governed by the Sales Agreement and market conditions. Public-float calculations reference 10,219,934 shares outstanding and a $19,995,004 public float using a $2.00 per-share price on February 3, 2026.

Capital Markets Attorney

Supplemental prospectus follows Form S-3 instruction limits.

The filing expressly cites General Instruction I.B.6 of Form S-3 and states the company has sold approximately $5,600,000 of securities in the prior 12-calendar-month period, qualifying it to register up to an additional $1,065,001. The prospectus supplement reiterates customary disclosure language about SEC non-approval.

Key qualifier: the offer is made "pursuant to" the Sales Agreement; any sale activity and timing remain subject to that agreement and market conditions. Subsequent filings will disclose actual sale quantities and proceeds when shares are sold under the program.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-283758

PROSPECTUS SUPPLEMENT

(To Prospectus Supplement dated February 4, 2026,

Prospectus Supplement dated January 23, 2026

and Prospectus dated December 18, 2024)

Up to $1,065,001

Common Stock

 

Gaxos.ai Inc.

This prospectus supplement (“Prospectus Supplement”) amends and supplements the information in the prospectus, dated December 18, 2024, filed as a part of our registration statement on Form S-3 (File No. 333-283758), as supplemented by our prospectus supplement dated January 23, 2026, and our prospectus supplement dated February 4, 2026 (collectively, the “Prior Prospectus”). This prospectus supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus, and any future amendments or supplements thereto.

We filed the Prior Prospectus to register the offer and sale of our common stock, par value $0.0001 per share, from time to time pursuant to the terms of that certain At The Market Offering Agreement, dated January 23, 2026 (the “Sales Agreement”), with H.C. Wainwright & Co., LLC, (the “Sales Agent” or “Wainwright”), acting as the agent, and us.

Since our entry into the Sales Agreement, we have offered and sold 3,096,481 shares of common stock for gross proceeds of approximately $5,600,000 million pursuant to the Sales Agreement.

We are filing this Prospectus Supplement to supplement the Prior Prospectus to increase the aggregate amount we intend to sell pursuant to the Sales Agreement. As of the date of this Prospectus Supplement, we are offering up to an additional aggregate of $1,065,001 of our common stock for sale under the Sales Agreement, not including the shares of common stock previously sold pursuant to the Sales Agreement.

Our common stock is listed on the Nasdaq Capital Market under the symbol “GXAI.” On March 19, 2026, the last reported sale price of our common stock was $1.38 per share.

As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates of our public float was approximately $19,995,004 based on a total number of 10,219,934 shares of common stock outstanding, of which 9,997,502 shares of common stock were held by non-affiliates, at a price of $2.00 per share, the closing sales price of our common stock on February 3, 2026, which is the highest closing price of our common stock on Nasdaq Capital Market within the prior 60 days. We have sold approximately $5,600,000 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $1,065,001. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

H.C. Wainwright & Co.

The date of this prospectus supplement is March 20, 2026

FAQ

What amount is Gaxos.ai (GXAI) registering under this prospectus supplement?

The company is offering up to $1,065,001 of common stock in addition to prior sales, pursuant to the Sales Agreement with H.C. Wainwright.

How much has Gaxos.ai already sold under the Sales Agreement?

Gaxos.ai has offered and sold 3,096,481 shares for approximately $5,600,000 of gross proceeds under the Sales Agreement to date.

Who is acting as sales agent for the ATM program?

H.C. Wainwright & Co., LLC is the Sales Agent under the At The Market Offering Agreement dated January 23, 2026.

What are Gaxos.ai's shares outstanding and public float figures cited?

The supplement cites 10,219,934 shares outstanding and a non-affiliate share count of 9,997,502, with a stated public float market value of $19,995,004.

Does this supplement change how proceeds will be treated?

Proceeds are described as issuer proceeds from sales under the Sales Agreement; specific sale timing and amounts depend on execution under that agreement.