Roseland, NJ, Aug.  17, 2026  (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (NASDAQ:GXAI), (&#34;Gaxos&#34; or the &#34;Company&#34;), a company developing artificial intelligence applications across various high-growth sectors,

GXAI

Gaxos.ai Inc. Raises $3.6 Million in Gross Proceeds from Warrant Exercise Transaction

Gaxos.ai completes warrant exercise, issues new warrants, raises $3.6 million

<section class="insight" data-version="1">
  <section data-block="information">
    <h3>Information</h3>
    <p>Roseland, NJ, Aug.  17, 2026  (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (NASDAQ:GXAI), (&amp;#34;Gaxos&amp;#34; or the &amp;#34;Company&amp;#34;), a company developing artificial intelligence applications across various high-growth sectors,</p>
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  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Gaxos.ai announced the close of warrant exercises for 3,007,654 shares at $1.20 and issued 6,015,308 new warrants at $0.95, raising about $3.6 million for working capital. The private placement, led by H.C. Wainwright, includes a resale registration for the new warrants and introduces potential dilution from future exercises. Proceeds fund general corporate needs and ongoing AI initiatives, with dilution risk a near-term consideration for GXAI holders.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Gaxos.ai closed warrant exercise for 3,007,654 shares at $1.20. Aggregate gross proceeds about $3.6M.</li><li>New unregistered warrants for 6,015,308 shares at $0.95; expire three years after resale registration.</li><li>Proceeds to be used for working capital and general corporate purposes.</li><li>Placement agent H.C. Wainwright led the private placement; resale registration planned for new warrants.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Gaxos.ai Inc. (GXAI)</strong>: Subject of the financing; warrants issued and cash raised may dilute existing holders.</li><li><strong>H.C. Wainwright &amp; Co. (N/A)</strong>: Exclusive placement agent for the offering; may influence terms and timing of future financings.</li><li><strong>RNK Health (Private)</strong>: GXAI subsidiary; proceeds could indirectly support RNK Health initiatives.</li><li><strong>America First Defense.AI (Private)</strong>: GXAI holds a strategic minority stake; potential collaboration impact but not priced into GXAI.</li></ul>
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  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article covers a financing event tied to warrant exercises and a private placement, signaling capital-raising activity and potential dilution for GXAI while providing a modest liquidity runway.</p>
  </section>

  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Significant dilution risk: 9,022,962 shares potential from existing and new warrants.</li><li>Small-cap raise via private placement; modest $3.6M proceeds may extend runway but not a growth catalyst.</li><li>Resale registration for new warrants could lead to secondary stock supply if exercised.</li><li>Exclusive placement agent H.C. Wainwright coordinating the deal; timing of future financings may shift.</li></ul>
  </section>

  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Date: Aug 17, 2026.</li><li>Existing warrants exercised: 3,007,654 shares; original exercise prices $2.33-$3.32; cash exercised at $1.20.</li><li>New warrants: 6,015,308 shares; exercise price $0.95; expiration: three years after effective resale registration.</li><li>Aggregate gross proceeds: approximately $3.6 million (before placement fees and expenses).</li><li>Use of proceeds: working capital and general corporate purposes.</li><li>Placement agent: H.C. Wainwright &amp; Co.</li><li>Resale Registration Statement to cover shares issuable upon exercise of the new warrants.</li></ul>
  </section>

  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>GXAI may face near-term dilution pressure from new warrants; monitor for further financing plans over the next 6–12 months.</p>
  </section>
</section>


<link type="text/css" rel="stylesheet" href="https://www.globenewswire.com/styles/gnw_nitf.css"></link><p align="justify">Roseland, NJ, Aug.  17, 2026  (GLOBE NEWSWIRE) -- Gaxos.ai Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/GXAI">GXAI</a>), ("Gaxos" or the "Company"), a company developing artificial intelligence applications across various high-growth sectors, today announced the closing of its previously announced exercise of certain outstanding warrants to purchase up to an aggregate of 3,007,654 shares of common stock originally issued in December 2024 and September 2024, having exercise prices ranging from $2.33 to $3.32 per share, at a reduced exercise price of $1.20 per share. The shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an effective registration statements on Form S-1 (No. 333-292709) and Form S-3 (File No. 333-282739).</p>  <p align="justify">H.C. Wainwright &amp; Co. acted as the exclusive placement agent for the offering.</p>  <p align="justify">In consideration for the immediate exercise of the existing warrants for cash, the Company issued new unregistered warrants to purchase up to an aggregate of 6,015,308 shares of common stock. The New Warrants are immediately exercisable at an exercise price of $0.95 per share and will expire three years after the effective date of the Resale Registration Statement (as defined below).</p>  <p align="justify">The aggregate gross proceeds to the Company from the offering was approximately $3.6 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.</p>  <p align="justify">The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") and, along with the shares of common stock issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants (the "Resale Registration Statement").</p>  <p align="justify">This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.</p>  <p><b>About Gaxos.ai Inc.</b></p>  <p align="justify">Gaxos.ai Inc. (NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/GXAI">GXAI</a>) develops artificial intelligence applications designed to address opportunities across consumer and enterprise markets. The Company’s operations include Gaxos Labs, which develops and commercializes AI-powered applications, and RNK Health, a majority-owned subsidiary offering personalized weight loss, longevity, and performance treatments. Gaxos also holds a strategic minority investment in America First Defense.AI, a defense-technology company developing next-generation counter-UAS and robotic platforms.</p>  <p align="justify">For more information, visit <a href="https://www.globenewswire.com/Tracker?data=8d1Iv4oBLD8dUDM0yhkvvCg1P7UPqrkARZU0nldbJYTZWBBs139iH0w_wyCxPxM_e1hsnXKWXBxRRv4rIkaoIg==" rel="nofollow" target="_blank">Gaxos.AI</a>. You can also follow Gaxos.ai on <a href="https://www.globenewswire.com/Tracker?data=mq1tJYdwC7Q5OSbNODo-xDlclf7kcNTGquZlEcOtQiMUdK6tsKMRqtq3ufQlIwoG2qOMm0ZrsU74hOPUsPzFH-kayYNjEaxeDR3xZD72jTI=" rel="nofollow" target="_blank">LinkedIn</a> for the latest updates and news. </p>  <p align="justify"><b>Forward-Looking Statements </b></p>  <p align="justify">Certain statements contained in this press release are "forward-looking statements" within the meaning of the federal securities laws, including statements regarding the intended use of net proceeds from the offering. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as "will", "anticipate", "estimate", "expect", "should", "may", and other words and terms of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors disclosed in our filings with the SEC, accessible through the SEC’s website (<a href="https://www.globenewswire.com/Tracker?data=XVT9MIZ1wgi2MLxlemlqM8I7R_TnQ65ewocZqfs6bhdt_4KpOlSfMPkce91GbMbsFfEQd4mM-q_KlxpxrWvc6w==" rel="nofollow" target="_blank">http://www.sec.gov</a>), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth rates, economic conditions, and governmental and public policy changes. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. The Company disclaims any obligation to update forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release. The contents of any website referenced in this press release are not incorporated by reference herein.</p>  <p><b>Gaxos.ai Inc. Company Contact </b></p>  <p>Investor Relations<br></br><a href="https://www.globenewswire.com/Tracker?data=QuOTiXv39k9qGL4Vezo9BCM5hS44TEgpW2N5WrFeCsOPByaQ0RubW5BEDJxl0bdE_ycav1rDd8iabxI_J0oXWQ==" rel="nofollow" target="_blank">E:ir@gaxos.ai</a><br></br>T: 1-888-319-2499</p> <img alt="" class="__GNW8366DE3E__IMG" src="https://www.globenewswire.com/newsroom/ti?nf=OTgxMTUyNyM3NzgwNTc3IzUwMDExMzU5Mg=="></img> <br></br><img alt="" src="https://ml.globenewswire.com/media/MjgyZjZmMWItYzQ2NS00ODk1LWIxNTItNWQ5ZmU3YzdjZGYyLTUwMDExMzU5Mi0yMDI2LTA4LTE3LWVu/tiny/GAXOS-AI-INC-.png" referrerpolicy="no-referrer-when-downgrade"></img><p><a href="https://www.globenewswire.com/NewsRoom/AttachmentNg/783d2546-6a42-421b-b1d5-8b6cf23a979a"><img src="https://ml.globenewswire.com/media/783d2546-6a42-421b-b1d5-8b6cf23a979a/small/logo-png.png" border="0" width="150" height="145" alt="Primary Logo"></img></a></p>

Gaxos.ai announced the close of warrant exercises for 3,007,654 shares at $1.20 and issued 6,015,308 new warrants at $0.95, raising about $3.6 million for working capital. The private placement, led by H.C. Wainwright, includes a resale registration for the new warrants and introduces potential dilution from future exercises. Proceeds fund general corporate needs and ongoing AI initiatives, with dilution risk a near-term consideration for GXAI holders.

News insight

Gaxos.ai Inc. Raises $3.6 Million in Gross Proceeds from Warrant Exercise Transaction

AI summary

Sentiment rationale

Key facts

Corporate Developments