---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-023047"
form_type: "8-K"
ticker: "GXAI"
cik: "0001895618"
company_name: "GAXOS.AI INC."
filed_at: "2024-03-15T23:59:59+00:00"
generated_at: "2026-06-04T18:04:10.149102+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- Raised $3.5M gross by selling 628,367 common shares (or pre-funded warrants) plus Series A and B warrants.
- Series A warrants exercisable at $5.50 for 5.5 years; Series B warrants expire in 24 months.
- Net proceeds to be used for working capital and general corporate purposes.
- H.C. Wainwright acted as exclusive placement agent; registration rights agreement filed within 30 days.

## SEC filing metadata
- accession: 0001213900-24-023047
- form_type: 8-K
- ticker: GXAI
- cik: 0001895618
- company_name: GAXOS.AI INC.
- filed_at: 2024-03-15T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1895618/000121390024023047/0001213900-24-023047-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1895618/000121390024023047/ea0201835-8k_gaxosaiinc.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-023047
- JSON: https://secwatch.observer/filing/0001213900-24-023047.json
- Plain text: https://secwatch.observer/filing/0001213900-24-023047.txt

## Key facts
- Material Agreements
  GAXOS.AI INC. entered into Registration Rights Agreement with the Purchaser (effective 2024-03-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Purchaser
  - Effective: 2024-03-13
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1895618/000121390024023047/0001213900-24-023047-index.htm
- Material Agreements
  GAXOS.AI INC. entered into Purchase Agreement with an institutional investor valued at approximately $3.5 million (effective 2024-03-13).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an institutional investor
  - Value: approximately $3.5 million
  - Effective: 2024-03-13
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1895618/000121390024023047/0001213900-24-023047-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.