Gaxos.ai Inc. Files Amendment to 8-K

TL;DR

Gaxos.ai filed an amendment to its 8-K, updating info on deals and stock sales.

AI Summary

Gaxos.ai Inc. filed an amendment (8-K/A) on March 20, 2024, to its previous 8-K filing dated March 13, 2024. This amendment pertains to the entry into a material definitive agreement, unregistered sales of equity securities, and other events. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This amendment provides updated information and potentially crucial details regarding material agreements and equity sales, which could impact investor understanding of the company's financial and operational status.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings can indicate new or revised material information that could affect the company's stock price.

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• 001-41620 (company) — SEC File Number
• 87-3288897 (company) — IRS Employer Identification No.
• March 13, 2024 (date) — Earliest event reported date
• March 20, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GXAI The Nasdaq Stock Market LLC
• $5.57 — tock and associated Common Warrants was $5.57 and the purchase price of each Pre-Fund
• $5.569 — rant and associated Common Warrants was $5.569. The Common Warrants are exercisable i
• $5.50 — y upon issuance at an exercise price of $5.50 per share. The Series A Warrants will e
• $0.001 — y upon issuance at an exercise price of $0.001 and may be exercised at any time until
• $3.5 m — he Private Placement were approximately $3.5 million, before deducting placement agent
• $6.9625 — mon Stock at an exercise price equal to $6.9625 per share. The Placement Agent Warrants

Filing Documents

• ea0202157-8ka1_gaxosai.htm (8-K/A) — 40KB
• 0001213900-24-024358.txt ( ) — 217KB
• gxai-20240313.xsd (EX-101.SCH) — 3KB
• gxai-20240313_lab.xml (EX-101.LAB) — 33KB
• gxai-20240313_pre.xml (EX-101.PRE) — 22KB
• ea0202157-8ka1_gaxosai_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 13, 2024, the Company entered into a securities purchase agreement (the " Purchase Agreement ") with an institutional investor ("the " Purchaser ") for the issuance and sale in a private placement (the " Private Placement ") of (i) 108,000 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock "), (ii) pre-funded warrants to purchase up to 520,367 shares of Common Stock (the " Pre-Funded Warrants ") (ii) series A warrants to purchase up to 628,367 shares of Common Stock (the " Series A Warrants "), and (iii) series B warrants to purchase up to 628,367 shares of Common Stock (the " Series B Warrants " and together with the Series A Warrants, the " Common Warrants "). The purchase price of each share of Common Stock and associated Common Warrants was $5.57 and the purchase price of each Pre-Funded Warrant and associated Common Warrants was $5.569. The Common Warrants are exercisable immediately upon issuance at an exercise price of $5.50 per share. The Series A Warrants will expire five and one-half years from the date of issuance and the Series B Warrants will expire twenty-four months from the date of issuance. The Pre-Funded Warrants are exercisable immediately upon issuance at an exercise price of $0.001 and may be exercised at any time until the Pre-Funded Warrants are exercised in full. A holder of Pre-Funded Warrants or Common Warrants (together with its affiliates) may not exercise any portion of a warrant to the extent that the holder would own more than 4.99% (or, at the election of the holder 9.99%) of the Company's outstanding Common Stock immediately after exercise. In connection with the Private Placement, the Company entered into a registration rights agreement (the " Registration Rights Agreement "), dated as of March 13, 2024, with the Purchaser, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exch

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K in relation to (i) the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants, (ii) the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, (iii) the shares of the Common Stock issuable upon exercise of the Common Warrants, and (iv) the shares of Common Stock issuable upon exercise of the Placement Agent Warrants. Neither the issuance of the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants, the Placement Agent Warrants or the shares of Common Stock issuable upon exercise of the warrants, as applicable were registered under the Securities Act of 1933, as amended (the " Securities Act ") or any state securities laws. The issuance of the shares of Common Stock, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants were, and the shares of Common Stock issuable upon the exercise of the warrants, will be issued in reliance on the exemptions from registration provided by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On March 13, 2024, the Company issued a press release announcing the pricing of the Private Placement. On March 15, 2024, the Company issued a press release announcing the closing of the Private Placement. Copies of the press releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit 4.1* Form of Pre-Funded Warrant 4.2 * Form of Common Warrant 4.3 * Form of Placement Agent Warrant 10.1 * Form of Securities Purchase Agreement 10.2 * Form of Registration Rights Agreement 99.1 * Press Release, dated March 13, 2024 99.2 * Press Release, dated March 15, 2024 104 Cover Page Interactive Data File (embedded within the XBRL document) * previously filed 3

SIGNATURES

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: March 20, 2024 By: /s/ Vadim Mats Vadim Mats Chief Executive Officer 4

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View this 8-K/A filing on SEC EDGAR