Gaxos.ai Inc. Announces Closing of $5 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
20 Dezembro 2024 - 6:51PM
Gaxos.ai Inc. (Nasdaq: GXAI), (“Gaxos” or the “Company”), a company
developing artificial intelligence applications across various
sectors, today announced the closing of its previously announced
registered direct offering priced at-the-market under Nasdaq rules
for the purchase and sale of an aggregate of 1,449,277 shares of
its common stock at a purchase price of $3.45 per share. In
addition, in a concurrent private placement, the Company issued
unregistered warrants to purchase up to 1,449,277 shares of common
stock. The warrants have an exercise price of $3.32 per share, are
exercisable upon issuance and expire three years following the date
of issuance.
H.C. Wainwright & Co. acted as the exclusive
placement agent for the offering.
The aggregate gross proceeds to the Company from
the offering were approximately $5 million, before deducting the
placement agent fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for working capital and other general corporate
purposes.
The shares of common stock (but not the warrants
issued in the private placement or the shares of common stock
underlying such warrants) were offered by the Company pursuant to a
“shelf” registration statement on Form S-3 (File No. 333-283758)
filed with the Securities and Exchange Commission (“SEC”) on
December 12, 2024 and became effective on December 18, 2024. The
registered direct offering of the shares of common stock was made
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. The
prospectus supplement and the accompanying prospectus relating to
the shares of common stock offered in the registered direct
offering have been filed with the SEC and are at the SEC's website
at www.sec.gov. Electronic copies of the prospectus supplement and
the accompanying prospectus relating to the registered direct
offering may also be obtained by contacting H.C. Wainwright &
Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by
telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
The warrants described above were issued in a
concurrent private placement under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and
Regulation D promulgated thereunder and, along with the shares of
common stock underlying the warrants, have not been registered
under the Securities Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, 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 the registration or
qualification under the securities laws of any such state or
jurisdiction.
About Gaxos.ai Inc.
Gaxos.ai isn’t just developing applications;
it’s aim is to redefine the human-AI relationship. Our offerings
are being expanded to include health and wellness, as well as
gaming. We’re committed to addressing health, longevity, and
entertainment, through AI solutions.
Forward-Looking Statements
All statements other than statements of
historical fact in this announcement are forward-looking statements
that involve known and unknown risks and uncertainties and are
based on current expectations and projections about future events
and financial trends that the Company believes may affect its
financial condition, results of operations, business strategy, and
financial needs and are subject to market and other conditions.
Investors can identify these forward-looking statements by words or
phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. Forward-looking
statements include statements regarding, the use of proceeds from
the offering. The Company undertakes no obligation to update
forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be
required by law. Although the Company believes that the
expectations expressed in these forward-looking statements are
reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual
results may differ materially from the anticipated results and
encourages investors to review other factors that may affect its
future results in the Company’s filings with the SEC.
Gaxos.ai Inc. Company Contact
Investor Relations
E: ir@gaxos.ai
T: 1-888-319-2499
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