Gaxos.ai closes $3.5M private placement of common stock and warrants at $5.57/unit

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 Exchange Commission (the “ SEC ”) registering the resale of the securities issued in the Private Placement no later than 30 days after the date of the Registration Rights Agreement, and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 60 days following the date of the Registration Rights Agreement (or 90 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC).

On March 13, 2024, Gaxos.ai Inc. (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 ”).