Gaxos.ai Inc. Announces $3.5 Million Private Placement Priced At-The-Market under Nasdaq Rules
13 März 2024 - 8:07PM
Gaxos.ai Inc. (NASDAQ: GXAI), (“Gaxos” or the “Company”), a
company developing artificial intelligence applications across
various sectors, today announced that it has entered into
definitive agreements for the purchase and sale of an aggregate of
628,367 shares of common stock (or pre-funded warrant in lieu
thereof), series A warrants to purchase up to 628,367 shares of
common stock and short-term series B warrants to purchase up to
628,367 shares of common stock at a purchase price of $5.57 per
share (or per pre-funded warrant in lieu thereof) and accompanying
warrants, in a private placement priced at-the-market under Nasdaq
rules. The series A warrants and short-term series B warrants will
have an exercise price of $5.50 per share and will be exercisable
immediately upon issuance. The series A warrants will expire five
and one-half years from the date of issuance and the short-term
series B warrants will expire twenty-four months from the date of
issuance. The private placement is expected to close on or about
March 15, 2024, subject to the satisfaction of customary closing
conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The gross proceeds from the offering are
expected to be approximately $3.5 million, prior to deducting
placement agent’s fees and other offering expenses payable by
Gaxos. Gaxos intends to use the net proceeds from the offering for
working capital and other general corporate purposes.
The securities described above are being offered
in a private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”), and/or 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. Pursuant to a registration rights
agreement with investors, the Company has agreed to file a resale
registration statement covering the securities described above.
This press release shall 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.
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 ability of the Company
to consummation of the private placement, the satisfaction of the
closing conditions of the private placement and the use of proceeds
therefrom. 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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