Gaxos.ai Inc. entered into a securities purchase agreement with an institutional investor for the issuance of 108,000 common shares at a price of $5.75 per share for gross proceeds of $621,000; and pre-funded warrants to purchase up to 520,367 common shares at a price of $5.749 per pre-funded warrant for gross proceeds of $2,991,589.883; for aggregate gross proceeds of $3,612,589.883 on March 13, 2024. The company also issued series A warrants to purchase up to 628,367 common shares and series B warrants to purchase up to 628,367 common shares. The common warrants are exercisable immediately upon issuance at an exercise price of $5.50 per share.

The series A warrants will expire five and one-half years from the date of issuance and the series B warrants will expire twenty-four months from the date of issuance. The pre-funded warrants are exercisable immediately upon issuance at an exercise price of $0.001 and may be exercised at any time until the pre-funded warrants are exercised in full. The private placement is expected to close on or about March 15, 2024, subject to the satisfaction of customary closing conditions.