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GAXOS.AI INC. (GXAI) Form S-3 — Sep 11, 2026

$GXAIForm S-3Filed Sep 11, 2026, 4:35 PM ET0001213900-26-099301Original filing

Gaxos.AI Inc. filed a Form S-3 shelf registration on September 11, 2026 to register up to 6,165,691 shares of common stock for resale by selling stockholders. The shares consist of up to 6,015,308 shares issuable upon exercise of New Warrants at $0.95 per share and 150,383 shares issuable upon exercise of placement agent warrants at $1.50 per share, all issued in connection with an August 14, 2026 warrant inducement letter for which H.C. Wainwright acted as placement agent.

Key figures

Shares Outstanding
11052288
New Warrant Shares
6015308
Sec Registration Fee
$632.23
Closing Price Sept9 2026
$0.7350
Resale Shares Registered
6165691
New Warrant Exercise Price
$0.95
Stock Options Outstanding
284084
Total Warrants Outstanding
7667296
Max Aggregate Offering Price
$4,578,025.57
Placement Agent Warrant Shares
150383
Estimated Total Offering Expenses
$35,632.23
Weighted Avg Warrant Exercise Price
~$1.39
Potential Warrant Exercise Proceeds
~$5.9 million if all warrants exercised for cash
Registered Shares Pct Of Outstanding
~56%
Placement Agent Warrant Exercise Price
$1.50
Stock Options Weighted Avg Exercise Price
$8.02

AI analysis

Red flags6 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.