GAXOS.AI INC. Files S-1 Registration Statement

TL;DR

GAXOS.AI INC. just filed an S-1, get ready for potential IPO news.

AI Summary

GAXOS.AI INC. filed an S-1 registration statement on January 23, 2025, indicating plans to offer securities. The company, formerly NFT Gaming Co Inc., is incorporated in Delaware and headquartered in Roseland, New Jersey. This filing is a preliminary step before potentially going public or raising capital through a securities offering.

Why It Matters

This S-1 filing signals GAXOS.AI INC.'s intention to access public markets, which could lead to significant growth or capital infusion for the company.

Risk Assessment

Risk Level: medium — As an S-1 filing, it indicates a company is preparing for a public offering, which inherently carries market and execution risks.

Key Numbers

• 333-284435 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001895618 — Central Index Key (Unique identifier for GAXOS.AI INC. in SEC filings.)

Key Players & Entities

• GAXOS.AI INC. (company) — Registrant
• NFT Gaming Co Inc. (company) — Former company name
• January 23, 2025 (date) — Filing date
• 101 Eisenhower Pkwy Roseland, New Jersey 07068 (location) — Principal executive offices
• Vadim Mats (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $0.0001 — 5,642 shares of common stock, par value $0.0001 per share (the "Common Stock") of Gaxos
• $9.7 million — n gross proceeds to us of approximately $9.7 million. However, we cannot predict when and in
• $2.00 — ported on The Nasdaq Capital Market was $2.00 per share. There is no established publ
• $3.19 — th a weighted average exercise price of $3.19; 64,084 shares of common stock issuab
• $31.35 — th a weighted average exercise price of $31.35; 239,553 shares of common stock reser

Filing Documents

• ea0227440-s1_gaxos.htm (S-1) — 1638KB
• ea022744001ex5-1_gaxos.htm (EX-5.1) — 18KB
• ea022744001ex23-1_gaxos.htm (EX-23.1) — 2KB
• ea022744001ex23-2_gaxos.htm (EX-23.2) — 2KB
• ea022744001ex-fee_gaxos.htm (EX-FILING FEES) — 12KB
• image_001.jpg (GRAPHIC) — 5KB
• image_002.jpg (GRAPHIC) — 8KB
• image_003.jpg (GRAPHIC) — 15KB
• image_004.jpg (GRAPHIC) — 2KB
• image_005.jpg (GRAPHIC) — 22KB
• ex5-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-25-005976.txt ( ) — 7511KB
• gxai-20240930.xsd (EX-101.SCH) — 64KB
• gxai-20240930_cal.xml (EX-101.CAL) — 41KB
• gxai-20240930_def.xml (EX-101.DEF) — 332KB
• gxai-20240930_lab.xml (EX-101.LAB) — 562KB
• gxai-20240930_pre.xml (EX-101.PRE) — 357KB
• ea0227440-s1_gaxos_htm.xml (XML) — 800KB

Use of Proceeds

Use of Proceeds 33 Dividend Policy 34 Management's Discussions and Analysis of Financial Condition and Results of Operation 35 Determination of Offering Price 45

Business

Business 46 Management 50 Executive and Director Compensation 53 Certain Relationships and Related Person Transactions 55

Security Ownership of Beneficial Owners and Management

Security Ownership of Beneficial Owners and Management 56

Description of Capital Stock

Description of Capital Stock 57 Selling Stockholders 60 Plan of Distribution 62 Legal Matters 63 Experts 63 Where You Can Find More Information 63 Index to Financial Statements F-1 i ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption "Selling Stockholders," from time to time, of up to an aggregate of 3,005,642 shares of Common Stock. We are not selling any shares of Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants. You should rely only on the information provided in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any information incorporated by reference, in its entirety before making an investment decision. ii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING This prospectus contains forward-looking are subject to a nu

Forward-looking statements are identified by words such as "anticipates," "believes," "estimates,"

Forward-looking statements are identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "projects," "targets," and similar expressions. Such forward-looking statements may be contained in the sections "Risk Factors," and "Business," among other places in this prospectus. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to management at this time and which speak only as of this date. We undertake no obligation to update or revise any forward-looking actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under "Risk Factors." The identification in this document of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You may rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our Common Stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful. iii PROSPECTUS SUMMARY This summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference herein and therein. This summary is not complete and does not contain all the information you sho

Use of proceeds

Use of proceeds We will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders, except for the warrant exercise price paid for the Common Stock offered hereby and issuable upon the exercise of the Warrants. See "Use of Proceeds" on page 33 of this prospectus.

Risk Factors

Risk Factors See "Risk Factors" beginning on page 4 of this prospectus, as well as other information included in this prospectus, for a discussion of factors you should read and consider carefully before investing in our securities. Nasdaq Capital Markets symbol Our common stock is listed on The Nasdaq Capital Markets under the symbol "GXAI". There is no established trading market for the Warrants and we do not expect a trading market to develop. We do not intend to list the Common Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Warrants will be extremely limited. The number of shares of our Common Stock to be outstanding after this offering as shown above is based on 6,923,453 shares outstanding as of January 17, 2025 and excludes as of that date: 1,503,617 shares of common stock issuable upon exercise of warrants with a weighted average exercise price of $3.19; 64,084 shares of common stock issuable upon exercise of options with a weighted average exercise price of $31.35; 239,553 shares of common stock reserved for future issuance under our 2022 Equity Incentive Plan. 3

RISK FACTORS

RISK FACTORS An investment in our securities involves a high degree of risk. This prospectus contains a discussion of the risks applicable to an investment in our securities. Prior to deciding about investing in our securities, you should carefully consider the specific factors discussed within this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities. Risks Related to Our Business and Industry We have a limited operating history and, therefore, cannot accurately project our revenues and operating expenses. Because we have a limited history, it is difficult to evaluate our proposed business and future prospects, including our ability to plan for and model future growth. For example, we intend to launch our Platform. There is no guarantee that the Platform will be launched or that expenditures will result in profit or growth of our business. Our limited operating experience, combined with the rapidly evolving nature of the NFT market in which we intend to operate, substantial uncertainty concerning how this market may develop, and other economic factors beyond our control reduce our ability to accurately forecast quarterly or annual revenue. Failure to manage our current and future growth effectively could have an adverse effect on our business, operating results, and financial condition. Our business should be considered in light of the risks, expenses, and difficulties that we have encountered to date and will continue to encounter. We have not developed a strong customer base, and we have not generated sustainable revenue since inception. We cannot assure you that we ever will. We will incur significant losses in launching products and we may not realize suffi

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View this S-1 filing on SEC EDGAR