Warrant blocker keeps investor at 4.99% in Gaxos.ai (GXAI)

Rhea-AI Filing Summary

GAXOS.AI INC. (GXAI) is the subject of a Schedule 13G reporting the holdings of Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC. As of the close of business on August 20, 2026, they may be deemed to beneficially own 722,280 shares of common stock through the New Intracoastal Warrant.

These 722,280 warrant shares represent 4.99% of the common stock, based on 10,744,634 shares outstanding before an inducement transaction, plus 3,007,654 shares issued at that closing and the 722,280 warrant shares. Voting and dispositive power over these shares is shared, with no sole voting or dispositive power reported.

The New Intracoastal Warrant includes a 4.99% blocker provision, limiting exercises that would push aggregate beneficial ownership above 4.99%. Because of this blocker, 956,176 additional warrant shares are currently excluded from beneficial ownership calculations.

Key Figures

Beneficial ownership stake: 4.99% Shares beneficially owned via New Intracoastal Warrant: 722,280 shares Shares excluded by blocker provision: 956,176 shares +5 more

8 metrics

Beneficial ownership stake 4.99% Beneficial ownership of GXAI common stock as of August 20, 2026

Shares beneficially owned via New Intracoastal Warrant 722,280 shares Shares of GXAI common stock issuable upon exercise of the New Intracoastal Warrant

Shares excluded by blocker provision 956,176 shares GXAI shares issuable under the New Intracoastal Warrant but excluded from beneficial ownership

Blocker threshold 4.99% Maximum beneficial ownership permitted by the New Intracoastal Warrant’s blocker

Shares outstanding pre-inducement 10,744,634 shares GXAI common stock outstanding immediately before the Inducement Letter

Shares issued at inducement closing 3,007,654 shares GXAI common shares issued at closing of transaction under the Inducement Letter

Earlier beneficial ownership percentage 7.2% Approximate beneficial ownership after execution of the Inducement Letter using existing warrants

Potential beneficial ownership without blocker (New Intracoastal Warrant) 1,678,456 shares GXAI shares that may have been deemed beneficially owned without the warrant’s blocker

Key Terms

beneficial ownership, blocker provision, warrant, Inducement Letter, +1 more

5 terms

beneficial ownership financial

"each of the Reporting Persons may have been deemed to have beneficial ownership of 722,280 shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

blocker provision financial

"because the New Intracoastal Warrant contains a blocker provision under which the holder"

warrant financial

"shares of Common Stock issuable upon exercise of the New Intracoastal Warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Inducement Letter financial

"execution of the inducement letter agreement with the Issuer on August 14, 2026 (the "Inducement Letter")"

Schedule 13G regulatory

"This is being filed on behalf of the Reporting Persons on Schedule 13G"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What percentage of GAXOS.AI INC. (GXAI) does Intracoastal Capital LLC report owning?

Intracoastal Capital LLC, together with Mitchell P. Kopin and Daniel B. Asher, reports beneficial ownership of 4.99% of GAXOS.AI INC. common stock, based on shares outstanding plus certain shares issuable upon exercise of the New Intracoastal Warrant.

How many GAXOS.AI INC. (GXAI) shares are reported as beneficially owned?

As of August 20, 2026, the reporting persons may be deemed to beneficially own 722,280 shares of GAXOS.AI INC. common stock issuable upon exercise of the New Intracoastal Warrant, representing 4.99% of the company’s common stock.

What is the blocker provision affecting the GAXOS.AI INC. (GXAI) warrant?

The New Intracoastal Warrant has a 4.99% blocker provision. It prevents exercises to the extent that doing so would result in the holder, its affiliates, and any group members beneficially owning more than 4.99% of GAXOS.AI INC. common stock.

How many GAXOS.AI INC. (GXAI) shares are excluded from beneficial ownership due to the blocker?

Because of the 4.99% blocker provision in the New Intracoastal Warrant, 956,176 shares of GAXOS.AI INC. common stock issuable upon exercise of that warrant are excluded from the beneficial ownership calculation as of August 20, 2026.

What was the earlier potential beneficial ownership stake in GAXOS.AI INC. (GXAI)?

Immediately after an inducement transaction on August 14, 2026, the reporting persons may have been deemed to beneficially own 839,228 shares issuable upon exercise of existing warrants, representing approximately 7.2% of GAXOS.AI INC. common stock, before applying the new warrant’s blocker.

How many GAXOS.AI INC. (GXAI) shares were issued in the inducement transaction?

In the transaction referenced by the Inducement Letter, 3,007,654 shares of GAXOS.AI INC. common stock were issued at closing, in addition to 10,744,634 shares outstanding immediately before that transaction.

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Available on EDGAR 08/20/2026 - 04:17 PM Accepted by SEC EDGAR 08/20/2026 - 04:17 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GAXOS.AI INC.

(Name of Issuer)

Common stock, par value $0.0001 per share

(Title of Class of Securities)

62911P300

(CUSIP Number)

08/14/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 62911P300

1

Names of Reporting Persons

Mitchell P. Kopin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 722,280.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 722,280.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

722,280.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 62911P300

1

Names of Reporting Persons

Daniel B. Asher

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 722,280.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 722,280.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

722,280.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 62911P300

1

Names of Reporting Persons

Intracoastal Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 722,280.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 722,280.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

722,280.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GAXOS.AI INC.
(b)	Address of issuer's principal executive offices: 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Common stock, par value $0.0001 per share
(e)	CUSIP Number(s): 62911P300
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Immediately following the execution of the inducement letter agreement with the Issuer on August 14, 2026 (the "Inducement Letter") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 14, 2026), each of the Reporting Persons may have been deemed to have beneficial ownership of 839,228 shares of Common Stock in the aggregate issuable upon exercise of the Existing Warrants (as defined in the Inducement Letter) held by Intracoastal, and all such shares of Common Stock represent beneficial ownership of approximately 7.2% of the Common Stock, based on (1) 10,744,634 shares of Common Stock outstanding immediately prior to the execution of the Inducement Letter, as reported to the Reporting Persons by the Issuer, plus (2) 839,228 shares of Common Stock issuable upon exercise of the Existing Warrants held by Intracoastal. The foregoing excludes 1,678,456 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the Inducement Letter (the "New Intracoastal Warrant") because the New Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the New Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,517,684 shares of Common Stock. (ii) As of the close of business on August 20, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership of 722,280 shares of Common Stock issuable upon exercise of the New Intracoastal Warrant, and all such shares of Common Stock represent beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 10,744,634 shares of Common Stock outstanding immediately prior to the execution of the Inducement Letter, as reported to the Reporting Persons by the Issuer, (2) 3,007,654 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the Inducement Letter (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 14, 2026) and (3) 722,280 shares of Common Stock issuable upon exercise of the New Intracoastal Warrant. The foregoing excludes 956,176 shares of Common Stock issuable upon exercise the New Intracoastal Warrant because the New Intracoastal Warrant contains a blocker provision under which the holder thereof does not have the right to exercise the New Intracoastal Warrant to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,678,456 shares of Common Stock.
(b)	Percent of class: 4.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 722,280
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 722,280
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	08/20/2026

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	08/20/2026

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	08/20/2026

Exhibit Information

Exhibit 1 - Joint Filing Agreement