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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2026
GAXOS.AI INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41620 |
|
87-3288897 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I. R. S. Employer
Identification No.) |
101 Eisenhower Pkwy, Suite 300,
Roseland, NJ 07068
(Address of principal executive offices, including
ZIP code)
(973) 275-7428
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of exchange on which registered |
| Common Stock, par value $0.0001 |
|
GXAI |
|
The Nasdaq Stock Market LLC |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive
Agreement.
On August
14, 2026, Gaxos.ai Inc., a Delaware corporation (the “Company”), entered into an inducement offer letter agreement (the “Inducement
Letter”) with certain holders (the “Holders”) of existing warrants (the “Existing Warrants”) to purchase
shares of common stock of the Company. The Existing Warrants were issued in September 2024 and December 2024 and have exercise prices
ranging from $2.33 to 3.32 per share.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash its Existing Warrants to purchase an aggregate of 3,007,654 shares of
the Company’s common stock at a reduced exercise price of $1.20 per share in consideration for the Company’s issuance of new
common stock purchase warrants (the “New Warrants”), as described below, to purchase an aggregate of up to 6,015,308 shares
of the Company’s common stock (the “New Warrant Shares”) at an exercise price of $0.95 per share. The New Warrants to
purchase up to 6,015,308 shares of common stock have a term of three years from the issuance date.
The Company
engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection with
the transactions summarized above and has agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds received from
the Holders’ exercise of its Existing Warrants, as well as a management fee equal to 1.0% of the gross proceeds from the exercise
of the Existing Warrants.
The Company
has also agreed to pay the Placement Agent $35,000 for non-accountable expenses, $50,000 for accountable expenses and clearing fees in
the amount of $15,950. The Company has also issued to the Placement Agent, or its designees, warrants (the “Placement Agent Warrants”)
to purchase up to 5.0% of the aggregate number of shares of common stock underlying the Existing Warrants (or Placement Agent Warrants
to purchase an aggregate of up to 150,383 shares of common stock), which Placement Agent Warrants have the same terms as the New Warrants
except for an exercise price per share equal to 125% of the exercise price of the Existing Warrants (or $1.50 per share).
The closing
of the transactions contemplated pursuant to the Inducement Letter is expected to occur on August 17, 2026 (the “Closing Date”).
The Company will receive aggregate gross proceeds of approximately $3.6 million from the exercise of the Existing Warrants by the Holder,
before deducting placement agent fees and other offering expenses payable by the Company. The Company expects to use the net proceeds
of these transactions for general corporate and working capital purposes.
The resale
of the shares of the Company’s common stock issuable upon exercise of the Existing Warrants are registered on existing registration
statements on Form S-3 (File No: 333-278513) declared effective by the Securities and Exchange Commission (the “SEC”)
on April 16, 2024 and Form S-1 (File No. 333-284435) declared effective by the SEC on February 14, 2025.
The Company
also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible) covering
the resale of the New Warrant Shares issued or issuable upon the exercise of the New Warrants (the “Resale Registration Statement”),
within 30 days of the Closing Date, and to have such Resale Registration Statement declared effective by the SEC within 60 calendar days
following the filing thereof (or within 90 calendar days following the filing thereof in case of “full review” of such resale
registration statement by the SEC). In the Inducement Letter, the Company agreed not to issue any shares of common stock or common stock
equivalents or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until 30 days after
the Closing Date.
The forms
of Inducement Letter, New Warrant, and Placement Agent Warrant are attached as Exhibits 10.1, 4.1 and 4.2, respectively. The description
of the terms of the Inducement Letter, the New Warrant and the Placement Agent Warrant is not intended to be complete and is qualified
in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the
Company which were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to
such agreements and may be subject to limitations agreed upon by the contracting parties.
Item
3.02 Unregistered Sales of Equity Securities.
The Company
issued the New Warrants and the Placement Agent Warrants pursuant to the exemption from the registration requirements of the Securities
Act available under Section 4(a)(2). Neither the issuance of the New Warrants, the Placement Agent Warrants nor the New Warrant Shares
or the shares of common stock issuable upon the exercise of the Placement Agent Warrants have been registered under the Securities
Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws. The description of the New Warrants and the Placement Agent Warrants under Item
1.01 of this Form 8-K is incorporated by reference herein.
Neither
this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities
of the Company.
Item
8.01 Other Events.
On August
14, 2026, the Company issued a press release announcing the entry into the Inducement Letter. A copy of the press release is furnished
as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
The exhibit listed in
the following Exhibit Index is filed as part of this Current Report on Form 8-K.
| Exhibit
No. |
|
Description
of Exhibit |
| 4.1 |
|
Form of New Warrant |
| 4.2 |
|
Form of Placement Agent Warrant |
| 10.1 |
|
Form of Inducement Letter |
| 99.1 |
|
Press Release dated August 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
GAXOS.AI INC. |
| |
|
|
| Date: August 14, 2026 |
By: |
/s/ Vadim Mats |
| |
|
Vadim Mats |
| |
|
Chief Executive Officer |
Exhibit 99.1
Gaxos Announces Exercise of Warrants for Approximately
$3.6 Million Gross Proceeds
Roseland, NJ, Aug. 14, 2026 -- 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
