Roseland, NJ, Aug.  14, 2026  (GLOBE NEWSWIRE) -- --Gaxos.ai Inc. (&#34;Gaxos&#34; or the &#34;Company&#34;)(NASDAQ:GXAI), a company developing artificial intelligence applications across various high-growth sectors,

GXAI

Gaxos Announces Exercise of Warrants for Approximately $3.6 Million Gross Proceeds

Gaxos.ai Raises ~$3.6M via Immediate Warrant Exercise and New Warrants

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  <section data-block="information">
    <h3>Information</h3>
    <p>Roseland, NJ, Aug.  14, 2026  (GLOBE NEWSWIRE) -- --Gaxos.ai Inc. (&amp;#34;Gaxos&amp;#34; or the &amp;#34;Company&amp;#34;)(NASDAQ:GXAI), 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 immediate cash exercise of existing warrants and the issuance of new unregistered warrants, aiming to raise about $3.6 million for working capital. The company plans to close around August 17, 2026 and to issue 6,015,308 new warrants at $0.95, expanding potential share count. Proceeds fund operations, but near-term dilution and stock volatility may follow.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Gaxos.ai to exercise warrants for cash and issue new warrants.</li><li>Aggregate exercise covers 3,007,654 shares at $1.20.</li><li>New warrants: 6,015,308 shares at $0.95, exercisable immediately.</li><li>Proceeds about $3.6 million; close around August 17, 2026.</li><li>Use of funds for working capital and general corporate purposes; dilution possible.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Gaxos.ai Inc. (GXAI)</strong>: Financing transaction; warrant exercise increases share count and potential dilution; provides liquidity for operations.</li><li><strong>H.C. Wainwright &amp; Co. (N/A)</strong>: Exclusive placement agent for the offering; facilitates the financing but has no direct market-mover alone.</li><li><strong>RNK Health (RNK)</strong>: Majority-owned subsidiary; proceeds may fund its initiatives; indirect impact via corporate liquidity.</li><li><strong>America First Defense.AI (AFDAI)</strong>: Strategic minority investment; financing news unlikely to directly alter this stake yet could affect overall investor sentiment.</li></ul>
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  <section data-block="category">
    <h3>Corporate Developments</h3>
    <p>Category: Corporate Developments. The article details a financing transaction via warrant exercise and new warrants, a capital-raising event with dilution implications, and near-term liquidity considerations for GXAI, fitting corporate finance activity rather than earnings or M&amp;A signals.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Massive dilution potential from 6,015,308 new warrants at $0.95 could pressure GXAI.</li><li>Cash infusion of about $3.6 million improves liquidity but may not alter profitability.</li><li>Close anticipated around August 17, 2026 likely to spark near-term price volatility.</li><li>Resale registration for new warrants could affect post-close trading dynamics.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Outstanding warrants to 3,007,654 shares issued Dec 2024/Sept 2024; exercise price $2.33-$3.32; cash exercise at $1.20.</li><li>New warrants: 6,015,308 shares; $0.95 exercise; exercisable immediately; expires three years after effective date.</li><li>Aggregate gross proceeds about $3.6 million; expected close around Aug 17, 2026.</li><li>Use of net proceeds for working capital and general corporate purposes.</li><li>H.C. Wainwright &amp; Co. is exclusive placement agent.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Near-term dilution risk from new warrants; cash improves liquidity but may pressure GXAI shares in the near term.</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.  14, 2026  (GLOBE NEWSWIRE) -- --Gaxos.ai Inc. ("Gaxos" or the "Company")(NASDAQ:<a class="ticker" href="https://www.benzinga.com/quote/GXAI">GXAI</a>), a company developing artificial intelligence applications across various high-growth sectors, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 3,007,654 shares 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 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. is acting as the exclusive placement agent for the offering.</p>  <p align="justify">In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered warrants to purchase up to 6,015,308 shares of common stock. The new warrants will have an exercise price of $0.95 per share, will be exercisable immediately 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 are expected to be approximately $3.6 million, before deducting placement agent fees and other offering expenses. The offering is expected to close on or about August 17, 2026, subject to the satisfaction of customary closing conditions. 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 Securities and Exchange Commission ("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 shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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=pSlDR5a0ZVeMQSWWXYRdrAZOrAjOVOy1u2YncytjbhU5BvSUwRkCShUVwO4DaCdjWea3i_y6SGTS5clpta4Ddg==" rel="nofollow" target="_blank">Gaxos.AI</a>. You can also follow Gaxos.ai on <a href="https://www.globenewswire.com/Tracker?data=3zaM75w-5ld7f53Vjox8Zy77R2GaaytDCxLAg6X7Glc9Y4HWuCwepy-hlbl6OGlpYSKzZ8-1dnSx8tm_YGe3rZRO67WE_LWv_ghLiQK8KMo=" rel="nofollow" target="_blank">LinkedIn</a> for the latest updates and news. </p>  <p><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 completion of the offering, the satisfaction of customary closing conditions related to the offering and 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=sLIgIu6c9Sfo7qM_u8c8rN2c9UsgZna4jY_rXCZ6x_2EA5MwoYvxY4v1GsfRDqYJcuYKNHfgTF-ZZgyZ8-fthJjPOoYzrzBvQvLTM-Yqyzc=" 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>E:<a href="https://www.globenewswire.com/Tracker?data=Dc43N6Mi2SpEnHquDJApF47OpWej8WZYO79sg400xrR8A9M6_N5SqRpqpU96gDPRggEFu-6nRWiiIOWQ7CKPpw==" rel="nofollow" target="_blank">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=OTgxMDM2OCM3Nzc3MjU0IzUwMDExMzU5Mg=="></img> <br></br><img alt="" src="https://ml.globenewswire.com/media/ZGY3NDg2MzktNzk3Zi00ZDUwLWIwYTktNzRlMjc0NzhiOTJmLTUwMDExMzU5Mi0yMDI2LTA4LTE0LWVu/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 immediate cash exercise of existing warrants and the issuance of new unregistered warrants, aiming to raise about $3.6 million for working capital. The company plans to close around August 17, 2026 and to issue 6,015,308 new warrants at $0.95, expanding potential share count. Proceeds fund operations, but near-term dilution and stock volatility may follow.

News insight

Gaxos Announces Exercise of Warrants for Approximately $3.6 Million Gross Proceeds

AI summary

Sentiment rationale

Key facts

Corporate Developments