SCHEDULE 13G/A: CVI Investments and Heights Capital Disclose 4.9% Stake in Gaxos.ai Inc.
Beneficial Ownership Report
CVI Investments, Inc. and Heights Capital Management, Inc. have jointly disclosed a 4.9% beneficial ownership stake in Gaxos.ai Inc. common stock, primarily through warrants.
Summary
- CVI Investments, Inc. and Heights Capital Management, Inc. (collectively, the "Reporting Persons") have filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in Gaxos.ai Inc.
- The Reporting Persons collectively beneficially own 363,625 shares of Gaxos.ai Inc. common stock.
- This ownership represents 4.9% of the outstanding common stock of Gaxos.ai Inc.
- The shares beneficially owned consist of shares issuable upon the exercise of warrants to purchase shares.
- The warrants are structured such that they are not exercisable to the extent that the total beneficial ownership would exceed 4.99%.
- Heights Capital Management, Inc. serves as the investment manager to CVI Investments, Inc. and exercises shared voting and dispositive power over the reported shares.
- As of the completion of a recent offering, Gaxos.ai Inc. had 6,923,453 shares outstanding (excluding shares underlying warrants issued at the same time), as indicated in a Prospectus Supplement filed on December 30, 2024.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently lead to a positive or negative sentiment. It is a neutral regulatory filing.
Future Outlook
The document does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a disclosure of beneficial ownership.
Industry Context
This Schedule 13G filing indicates a significant institutional investment in Gaxos.ai Inc. by CVI Investments, Inc. and Heights Capital Management, Inc. Such filings are routine disclosures required when an entity acquires more than 5% of a company's stock (or in this case, approaches the 5% threshold with a 4.9% stake, likely due to the 4.99% warrant exercise limitation). It signals continued institutional interest in the AI sector, where Gaxos.ai Inc. operates, and provides transparency regarding major shareholders.
Related Party Transactions
- Heights Capital Management, Inc. serves as the investment manager to CVI Investments, Inc., indicating a relationship where Heights Capital Management, Inc. may exercise voting and dispositive power over shares owned by CVI Investments, Inc.
Stakeholder Impact
- Shareholders: Provides transparency regarding significant institutional ownership, which can be viewed positively as a vote of confidence from professional investors.
- Investors: Offers insight into the institutional investor base of Gaxos.ai Inc., which may influence investment decisions.
Key Dates
| Date | Description |
|---|---|
| 2024-12-18 | Date of Prospectus for Registration No. 333-283758. |
| 2024-12-30 | Date of filing of the Company's Prospectus Supplement, which indicated 6,923,453 shares outstanding as of the completion of the offering. |
| 2024-12-31 | Date of event which requires the filing of this Schedule 13G statement. |
| 2025-02-07 | Date of signing of the Schedule 13G Amendment No. 1. |
Keywords
Gaxos.ai Inc., CVI Investments, Heights Capital Management, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Institutional Investment, SEC Filing, Investment Management
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