GAXOS.AI INC. Files 8-K with Material Agreements

TL;DR

GAXOS.AI INC. filed an 8-K detailing material agreements and equity sales.

AI Summary

GAXOS.AI INC. entered into a material definitive agreement on September 20, 2024. The company also reported on unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential financial developments for GAXOS.AI INC., which could impact its stock performance and investor outlook.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can signal significant corporate changes or financing activities that may carry inherent risks.

Key Numbers

• 001-41620 — Commission File Number (SEC file number for GAXOS.AI INC.)
• 87-3288897 — I. R. S. Employer Identification No. (Tax identification number for GAXOS.AI INC.)

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• NFT Gaming Co Inc. (company) — Former Company Name
• NFT Gaming Co (company) — Former Company Name
• September 20, 2024 (date) — Date of earliest event reported
• 101 Eisenhower Pkwy , Suite 300 , Roseland , NJ 07068 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GXAI The Nasdaq Stock Market LLC
• $5.50 — h 15, 2024 and had an exercise price of $5.50 per share. Pursuant to the Inducement
• $2.58 — on stock at a reduced exercise price of $2.58 per share in consideration for the Comp
• $2.33 — arrant Shares") at an exercise price of $2.33 per share. The New Series A Warrants to
• $85,000 — also agreed to pay the Placement Agent $85,000 for non-accountable expenses and cleari
• $15,950 — nses and clearing fees in the amount of $15,950. The Company has also issued to the Pla
• $3.225 — exercise price of the New Warrants (or $3.225 per share). The closing of the transac
• $3.24 million — gregate gross proceeds of approximately $3.24 million from the exercise of the Existing Warra

Filing Documents

• ea0215345-8k_gaxosaiinc.htm (8-K) — 36KB
• ea021534501ex4-1_gaxos.htm (EX-4.1) — 106KB
• ea021534501ex4-2_gaxos.htm (EX-4.2) — 106KB
• ea021534501ex4-3_gaxos.htm (EX-4.3) — 106KB
• ea021534501ex10-1_gaxos.htm (EX-10.1) — 55KB
• ea021534501ex99-1_gaxos.htm (EX-99.1) — 9KB
• 0001213900-24-081033.txt ( ) — 691KB
• gxai-20240920.xsd (EX-101.SCH) — 3KB
• gxai-20240920_lab.xml (EX-101.LAB) — 33KB
• gxai-20240920_pre.xml (EX-101.PRE) — 22KB
• ea0215345-8k_gaxosaiinc_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 20, 2024, Gaxos.ai Inc., a Delaware corporation (the "Company"), entered into an inducement offer letter agreement (the "Inducement Letter") with a certain holder (the "Holder") of existing warrants (the "Existing Warrants") to purchase shares of common stock of the Company. The Existing Warrants were issued on March 15, 2024 and had an exercise price of $5.50 per share. Pursuant to the Inducement Letter, the Holder agreed to exercise for cash its Existing Warrants to purchase an aggregate of 1,256,734 shares of the Company's common stock at a reduced exercise price of $2.58 per share in consideration for the Company's issuance of new Series A common stock purchase warrants (the "New Series A Warrants") and new Series B common stock purchase warrants (the "New Series B Warrants", and together with the Series A Warrants, the "New Warrants"), as described below, to purchase an aggregate of up to 2,513,468 shares of the Company's common stock (the "New Warrant Shares") at an exercise price of $2.33 per share. The New Series A Warrants to purchase up to 1,256,734 shares of common stock have a term of five and one-half years from the issuance date, and the New Series B Warrants to purchase up to 1,256,734 shares of common stock have a term of twenty-four months 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 7.5% of the gross proceeds received from the Holder's 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 $85,000 for non-accountable expenses and clearing fees in the amount of $15,950. The Company has also issued to the Placement Agent, or its designe

02 Unregistered Sales of Equity

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.

01 Other Events

Item 8.01 Other Events. On September 20, 2024, 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. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of New Series A Warrant 4.2 Form of New Series B Warrant 4.3 Form of Placement Agent Warrant 10.1 Form of Inducement Letter 99.1 Press Release dated September 20, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Date: September 23, 2024 GAXOS.AI INC. /s/ Vadim Mats Vadim Mats Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR