GAXOS.AI INC. Files 8-K: Material Agreement, Equity Sales

TL;DR

GAXOS.AI INC. filed an 8-K detailing a new material agreement and equity sales.

AI Summary

On December 18, 2024, GAXOS.AI INC. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for GAXOS.AI INC., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• December 18, 2024 (date) — Date of earliest event reported
• NFT Gaming Co Inc. (company) — Former company name
• NFT Gaming Co (company) — Former company name
• 101 Eisenhower Pkwy, Suite 300, Roseland, NJ 07068 (address) — Business and mail address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GXAI The Nasdaq Stock Market LLC
• $3.45 — "Common Stock") at a purchase price of $3.45 per share (the "Registered Direct Offer
• $3.32 — The Warrants have an exercise price of $3.32 per share, and are exercisable immediat
• $4.4 m — erings are expected to be approximately $4.4 millio n, after deducting Placement Agent
• $60,000 — gross proceeds raised in the Offerings, $60,000 for non-accountable expenses and $15,95
• $15,950 — 60,000 for non-accountable expenses and $15,950 for clearing fees. The Company also agr
• $4.3125 — ing price per share of Common Stock, or $4.3125 per share. The Placement Agent Warrant

Filing Documents

• ea0225380-8k_gaxosai.htm (8-K) — 38KB
• ea022538001ex4-1_gaxosai.htm (EX-4.1) — 96KB
• ea022538001ex4-2_gaxosai.htm (EX-4.2) — 92KB
• ea022538001ex5-1_gaxosai.htm (EX-5.1) — 15KB
• ea022538001ex10-1_gaxosai.htm (EX-10.1) — 226KB
• ea022538001ex99-1_gaxosai.htm (EX-99.1) — 9KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-24-110717.txt ( ) — 778KB
• gxai-20241218.xsd (EX-101.SCH) — 3KB
• gxai-20241218_lab.xml (EX-101.LAB) — 33KB
• gxai-20241218_pre.xml (EX-101.PRE) — 22KB
• ea0225380-8k_gaxosai_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 18, 2024, Gaxos.ai Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional investors, pursuant to which the Company agreed to sell to such investors 1,449,277 shares (the "Shares") of common stock of the Company (the "Common Stock") at a purchase price of $3.45 per share (the "Registered Direct Offering"). The shares of Common Stock were offered by the Company pursuant to its shelf registration Concurrently with the sale of Common Stock pursuant to the Purchase Agreement, in a private placement, for each share of Common Stock purchased by the investors, such investors will receive from the Company an unregistered warrant (the "Warrant") to purchase one share of Common Stock (the "Private Placement" and together with the "Registered Direct", the "Offerings"). The Warrants have an exercise price of $3.32 per share, and are exercisable immediately upon issuance for a three-year period. The closing of the sales of these securities under the Purchase Agreement is expected to take place on December 20, 2024, subject to the satisfaction of customary closing conditions. The net proceeds from the Offerings are expected to be approximately $4.4 millio n, after deducting Placement Agent (as defined herein) fees and offering expenses payable by the Company. The Company intends to use the net proceeds from the Offerings for general corporate purposes, which may include working capital and capital expenditures. The Warrants and the shares issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference. The Warrants, the Placement Agent Warrants and the shares of common stock issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

01 Other Events

Item 8.01 Other Events. On December 19, 2024, the Company issued a press release announcing the pricing of the Offerings. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Placement Agent Warrant 5.1 Opinion of Sheppard, Mullin, Richter & Hampton LLP 10.1 Form of Securities Purchase Agreement 99.1 Press release dated December 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2-

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: December 19, 2024 GAXOS.AI INC. /s/ Vadim Mats Vadim Mats Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR