IPO - GAXOS.AI INC.
Form Type: CORRESP
Filing Date: 2025-02-13
Corporate Action: Ipo
Type: New
Accession Number: 000121390025013461
Filing Summary: Gaxos.ai Inc. submitted a request to the SEC to accelerate the effective date of their Registration Statement on Form S-1, originally filed on February 4, 2025. The company seeks that the Registration Statement becomes effective at 5:00 p.m. ET on February 14, 2025, or as soon thereafter as possible. This request is made under Rule 461 of the General Rules and Regulations of the Securities Act of 1933. The communication includes contact details for Richard A. Friedman, legal counsel to the Company, inviting the SEC to notify him as soon as the Registration Statement is declared effective.
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Additional details:
Registration Statement Date: 2025-02-04
Effective Date Request: 2025-02-14
Contact Person Name: Richard A. Friedman
Contact Person Title: counsel to the Company
Contact Person Phone: (212) 634-3031
Ceo Name: Vadim Mats
Ceo Title: Chief Executive Officer
Form Type: CORRESP
Filing Date: 2025-02-04
Corporate Action: Ipo
Type: Update
Accession Number: 000121390025010088
Filing Summary: GAXOS.AI INC. submitted a letter to the SEC in response to oral comments about their Registration Statement on Form S-1, initially filed on January 23, 2025. The letter details the updates made in Amendment No. 1 to address the SEC's feedback. Changes include added executive compensation disclosures for the year ending December 31, 2024, and clarification on selling stockholders, specifically identifying some as affiliated with broker-dealers while confirming that others do not have broker-dealer relationships. The submission is part of the IPO process, as the company is preparing for its registration and addressing regulatory requirements.
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Additional details:
Executive Compensation Disclosure: Included for fiscal year ended December 31, 2024
Selling Stockholders Identification: Certain identified as an affiliate of a broker-dealer
Broker Dealer Affiliation: No other selling stockholder is a broker-dealer or affiliate of a broker-dealer
Form Type: S-1/A
Filing Date: 2025-02-04
Corporate Action: Ipo
Type: New
Accession Number: 000121390025010086
Filing Summary: GAXOS.AI INC., a Delaware-based technology company, filed an amendment to their Form S-1 Registration Statement with the SEC to allow the resale of up to 3,005,642 shares of common stock primarily by selling stockholders. This registration does not involve the company selling any shares or deriving proceeds from their sale. The common stock is listed on The Nasdaq Capital Market under the symbol 'GXAI.' The document outlines critical information concerning the company's operations including the launch of Gaxos Labs, which provides AI tools for game development, and Gaxos Health, aimed at personalized health solutions using AI. The report indicates that GAXOS.AI INC. is categorized as a smaller reporting company and an emerging growth company under federal securities laws. The selling stockholders may include individuals or groups with a vested interest in the company and may realize proceeds from the exercise of warrants associated with the common stock sales. The company anticipates that gross proceeds of approximately $9.7 million could be realized if warrants are exercised. The filing provides an overview of risk factors indicating a high degree of risk in investing due to the company's limited operating history, competition in the gaming industry, and the requirement for additional financing to support growth.
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Additional details:
Common Stock Offered: 3,005,642 shares
Common Stock Outstanding Before: 6,923,453 shares
Common Stock Outstanding After: 9,929,095 shares
Approximate Gross Proceeds If Exercised: $9.7 million
Nasdaq Symbol: GXAI
Listing Market: The Nasdaq Capital Market
Business Description: Technology-based company developing AI applications in health and entertainment.
Key Product: Gaxos Labs, an AI service for game developers.
Risk Factors: Limited operating history, competition, significant losses and negative cash flow, reliance on key personnel.
Form Type: S-1
Filing Date: 2025-01-23
Corporate Action: Ipo
Type: New
Accession Number: 000121390025005976
Filing Summary: GAXOS.AI INC., a Delaware-based technology company, is registering an initial public offering (IPO) of up to 3,005,642 shares of its common stock. The shares are being offered for resale by certain selling stockholders, including shares issuable upon the exercise of warrants. Key features of the offering include expected gross proceeds of approximately $9.7 million from the exercise of warrants. The company does not expect to receive proceeds from the sale of shares by the selling stockholders, but may receive proceeds from the exercise of the warrants. GAXOS.AI focuses on artificial intelligence applications in health and entertainment, with several key products, including Gaxos Labs, launched in September 2024, which empowers game developers with AI-driven creativity, monetization features, and dynamic content generation capabilities. Their gaming platform includes unique NFT features allowing users to create custom in-game assets. The company launched Gaxos Health in July 2024, aiming to revolutionize personal health through AI-driven solutions. The document emphasizes the need for potential investors to consider risks associated with investments in early-stage technology companies, including financial risks, competition, and operational challenges. The common stock is intended to be listed on The Nasdaq Capital Market under the symbol 'GXAI'.
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Additional details:
Common Stock To Be Offered: 3,005,642 shares
Common Stock Outstanding Prior To Offering: 6,923,453 shares
Common Stock To Be Outstanding After Offering: 9,929,095 shares
Offering Price: $2.00
Proceeds From Warrant Exercises: approximately $9.7 million
Success Factors: implementation of growth strategy, management of expenses, customer acquisition
Form Type: 424B5
Filing Date: 2024-12-30
Corporate Action: Ipo
Type: New
Accession Number: 000121390024113224
Filing Summary: GAXOS.AI INC. is conducting an offering of 1,346,669 shares of common stock at a price of $3.00 per share, raising approximately $4,040,007 in gross proceeds. The offering is being facilitated through a securities purchase agreement with institutional and accredited investors completed on December 26, 2024. The company is also issuing unregistered warrants to purchase an equivalent number of common stock shares with an exercise price of $3.00, which will be exercisable for three years. The shares are expected to be delivered on December 30, 2024. GAXOS.AI INC. is positioned in the technology sector, specifically in artificial intelligence applications in health and entertainment, and operates under the ticker symbol 'GXAI' on The Nasdaq Capital Market. The company generated net proceeds of approximately $4.4 million from recent offerings intended for general corporate purposes, including working capital and capital expenditures. H.C. Wainwright & Co. is acting as the placement agent for this offering, and the offering incorporates risk factors pertinent to investment.
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Additional details:
Offering Price: 3
Total Offering Amount: 4040007
Net Proceeds: 3600000
Placement Agent Fees: 303000.53
Exercise Price Unregistered Warrants: 3
Exercise Price Placement Agent Warrants: 4.3125
Number Of Shares Outstanding After Offering: 6923453
Market Value Non Affiliate Shares: 27128460
Closing Price Common Stock: 3.58
Number Of Shares Outstanding Before Offering: 5576784
Warrants Exercisable For: 1346669
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