8-K: Gaxos.ai Secures $3M At-The-Market Equity Offering

Gaxos.ai Inc. has entered into an At The Market Offering Agreement to sell up to $3 million of common stock, enhancing its capital raising flexibility.

Summary

• Gaxos.ai Inc. (the Company) entered into an At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC on January 23, 2026.
• The agreement allows the Company to offer and sell shares of its common stock with an aggregate sales price of up to $3,000,000.
• H.C. Wainwright & Co., LLC will act as the sales manager, using commercially reasonable efforts to sell shares on The Nasdaq Stock Market LLC or other trading markets.
• The Company will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from sales and reimburse certain specified expenses.
• The Company is not obligated to sell any shares and can suspend the offering at any time.
• The offering will terminate upon the sale of $3,000,000 in shares or termination by either the Company or Wainwright.
• The shares will be offered under the Company's existing shelf registration statement on Form S-3 (File No. 333-283758), effective December 18, 2024, with a prospectus supplement dated January 23, 2026.

Sentiment

Score: 6

Explanation: The establishment of an At-The-Market offering provides Gaxos.ai with a flexible mechanism to raise capital, which is generally positive for liquidity and strategic options. However, it also introduces the potential for future share dilution for existing shareholders, balancing the overall sentiment to moderately positive.

Positives

• Provides a flexible and efficient mechanism for Gaxos.ai to raise capital as needed.
• Allows the Company to access public markets opportunistically, potentially at favorable market prices.
• The Company retains control over the timing and pricing of share sales, minimizing market disruption.
• Lower upfront costs and administrative burden compared to traditional underwritten offerings.

Negatives

• Potential for dilution of existing shareholders as new common stock is issued.
• Uncertainty regarding the total amount of capital that will ultimately be raised and the timing of such raises.
• Sales under the ATM Agreement could exert downward pressure on the Company's stock price, depending on volume and market conditions.
• A 3.0% commission will reduce the net proceeds received by the Company from each sale.

Risks

• No assurance that H.C. Wainwright & Co., LLC will be successful in selling any shares under the ATM Agreement.
• The Company is not obligated to sell shares, and the Manager is not obligated to purchase shares, leading to uncertainty in capital availability.
• Compliance with maximum share amount limitations is the Company's sole responsibility, and exceeding these could lead to regulatory issues.
• The Company is subject to indemnification obligations to the Manager under the agreement.
• The Manager has the right to terminate the agreement with five business days' notice, potentially cutting off a capital source.
• The Company must maintain its listing on the Trading Market and comply with all listing requirements.
• The Company's solvency and ability to meet its debts are represented, but any deterioration could impact the offering.
• Failure to comply with various laws (e.g., environmental, labor, data privacy, sanctions) could result in a Material Adverse Effect.

Future Outlook

The ATM Agreement provides Gaxos.ai with a flexible mechanism to raise up to $3,000,000 in capital through the sale of common stock. The Company intends to apply the net proceeds from any sales in the manner set forth in its prospectus, which typically outlines general corporate purposes, working capital, or potential acquisitions.

Management Comments

• Vadim Mats, Chief Executive Officer, signed the report on behalf of Gaxos.ai Inc., formally acknowledging the Company's entry into the At The Market Offering Agreement.

Industry Context

At-The-Market (ATM) offerings are a common and flexible capital-raising tool, particularly for small to mid-cap companies. They allow companies to raise capital incrementally over time, directly into the market, without the need for a large, single-block offering. This approach is often favored for its cost-effectiveness and ability to minimize market disruption compared to traditional underwritten offerings, aligning with broader trends of companies seeking agile financing solutions.

Comparison to Industry Standards

• The 3.0% commission rate for the ATM offering is within the typical range for such agreements, which can vary from 1% to 5% depending on factors like company size, trading liquidity, and market conditions.
• ATM offerings are a standard financing mechanism, widely used across various industries, especially in technology and growth sectors, to provide ongoing access to capital.
• No specific comparable companies, projects, or results are detailed in the filing to allow for a direct quantitative comparison.

Stakeholder Impact

• Shareholders: Face potential dilution from the issuance of new shares, but benefit from the Company's enhanced financial flexibility and ability to fund operations or growth initiatives.
• Company: Gains a flexible and efficient method to raise capital, supporting its financial stability and strategic objectives.
• H.C. Wainwright & Co., LLC: Will earn a 3.0% commission on gross proceeds from any shares sold, along with reimbursement for certain expenses.

Next Steps

• The Company may, at its discretion, instruct H.C. Wainwright & Co., LLC to sell shares of common stock under the ATM Agreement.
• The Company will disclose the number of shares sold, net proceeds, and compensation paid in its future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
• The Company will continue to comply with SEC filing requirements and Nasdaq listing standards.

Key Dates

Recommendation

The At-The-Market offering provides Gaxos.ai with a flexible capital-raising tool, which is a positive for long-term financial stability and strategic execution. However, the potential for dilution of existing shareholders is a significant factor. Without specific details on the immediate use of proceeds, the Company's current financial performance, or its valuation relative to peers, a 'hold' recommendation is appropriate. Investors should monitor the actual utilization of the ATM facility and the Company's operational performance for further insights.

Keywords

Gaxos.ai, ATM Offering, At The Market, Equity Offering, Capital Raise, Common Stock, H.C. Wainwright, SEC Filing, Form 8-K, GXAI, Nasdaq