GLAI 10-K & 10-Q changes, risk factors and insider trading
Global AI, Inc. · OTC · Retail-Nonstore Retailers · CIK 1473490 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The market for agentic AI is nascent and may not develop as we expect.”
New heading “We operate in a highly regulated environment, and changes in AI laws could harm our business.”
New heading “We may not be able to identify, complete, or successfully integrate acquisitions.”
New heading “Our future success depends on the continuing efforts of our executive officers and on a small number of specialized personnel, and on our ability to attract, hire, retain and motivate highly skilled and creative executive officers and specialized personnel in the future.”
New heading “We rely significantly on independent contractors and third-party service providers, which may expose us to operational risks.”
New heading “Security breaches of confidential customer information or confidential employee information may adversely affect our business.”
New heading “Our development and deployment of agentic AI systems involve unique operational, legal, and regulatory risks that could materially and adversely affect our business, reputation, and financial results.”
Largest changes
“Our business requires the collection, transmission and retention of certain customer and employee data, in various information technology systems that are maintained internally and by third parties with whom we contract to provide services. The integrity and protection of that customer and employee data is critical to us. Our customers and employees have a high expectation that we and our service providers will adequately protect their personal information. The information, security and privacy requirements imposed by government regulations are increasingly demanding. …”see in full comparison
“Security breaches of confidential customer information or confidential employee information may adversely affect our business.”see in full comparison
“Our development and deployment of agentic AI systems involve unique operational, legal, and regulatory risks that could materially and adversely affect our business, reputation, and financial results.”see in full comparison
“We operate in a highly regulated environment, and changes in AI laws could harm our business.”see in full comparison
“The market for agentic AI is nascent and may not develop as we expect.”see in full comparison
“Our future success depends on the continuing efforts of our executive officers and on a small number of specialized personnel, and on our ability to attract, hire, retain and motivate highly skilled and creative executive officers and specialized personnel in the future.”see in full comparison
Full comparison: every changed paragraph (44)
An investment in our Class A common stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss of their investment. You should carefully consider the following risk factors, together with the other information in this annual report on Form 10-K, including our financial statements and the related notes, before you decide to buy our Class A common stock. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected, the trading of our Class A common stock could decline, and you may lose all or part of your investment therein.
To
date, we have not provided, licensed or sold any substantial amount of services and do not have any definitive agreements to do so.products. We
have not proven that our business model will allow
us to generate a profit.
We will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets and the market price of our Class A common stock. Because our Class A common stock is not listed on a national securities exchange, such as the New York Stock Exchange (“NYSE”) or The NASDAQ Stock Market (“NASDAQ”), many investors may not be willing or allowed to purchase shares of our Class A common stock or may demand steep discounts to the trading price of our Class A common stock. Sufficient additional financing may not be available to us or may be available only on terms that would result in substantial dilution to the current owners of our Class A common stock.
We
may not be able to successfully source potential AI-based technology companies and assets (“Acquisitions”).assets. We also may
not be able to effectively integrate
and develop theacquisition Acquisitionstargets into our network and cannot predict when significant commercial
market acceptance for the AI services
provided by us and ourany Acquisitionsacquired businesses will develop, if at all, and we cannot reliably estimate
the projected size of any such potential
market. If markets fail to accept our AI services, we may not be able to generate revenues
from the provision of such services. Our revenue
growth and achievement of profitability will depend substantially on ourthe abilitysuccess to
acquire, integrate, and developof our Acquisitions.M&A Program. If weour areM&A unableProgram tois do so,not
successful, or if the services provided by us and ourany Acquisitions
acquired businesses do not achieve wide market acceptance, our business will be
materially and adversely affected.
The market for agentic AI is nascent and may not develop as we expect.
Our success depends on the widespread adoption of agentic AI—systems that take autonomous action—within enterprise environments. If organizations remain hesitant to grant autonomy to AI systems due to security, ethical, or reliability concerns, the Agentic AI Platform may fail to achieve market personation.
We operate in a highly regulated environment, and changes in AI laws could harm our business.
Our customers operate in a variety of industries, including retail, healthcare, and insurance. These industries are subject to intense scrutiny regarding data privacy and algorithmic bias. Emerging global regulations (such as the EU AI Act or potential U.S. federal frameworks) may impose costly compliance requirements on our Agentic AI Platform or limit our ability to deploy certain automated features. New regulations could have a material adverse effect on our business.
We may not be able to identify, complete, or successfully integrate acquisitions.
A key component of our strategy is our M&A Program. We may be unable to find suitable targets at reasonable valuations, or at all. Even if acquisitions are effectuated, the integration of new technologies and personnel into our existing Agentic AI Platform involves significant operational risks, including, but not limited to:
The occurrence of any of the above risks could materially impair our ability to generate revenues and materially harm our business and financial condition.
The AI technology services industry is intensely competitive. Most of our competitors have significantly greater financial, technical, marketing and distribution resources. Our products and services may not be competitive with their products and services. If this happens, our sales and revenues will decline. In addition, our current and potential competitors may establish cooperative relationships with larger companies, to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.
Our future success depends on the continuing efforts of our executive officers and on a small number of specialized personnel, and on our ability to attract, hire, retain and motivate highly skilled and creative executive officers and specialized personnel in the future.
Our future success depends on the continuing efforts of our executive officers and key personnel, in particular Darko Horvat, our Chief Executive Officer and Chairman of the Board, and a significant stockholder of the Company. We rely on the leadership, knowledge and experience that our executive officers provide. They foster our corporate culture, which we believe has been instrumental to our ability to attract and retain new talent. Any failure to attract new or retain key creative talent could have a material adverse effect on our business, financial condition, and results of operations.
In addition, our R&D and engineering team is currently led by a team of 14 senior AI specialists and software engineers. The market for AI talent is extremely competitive. The loss of even a few of these individuals to competitors could significantly delay our product development and harm our competitive position. Additionally, such competition could increase our costs to attract and retain talented individuals. As a result, we may incur significant costs to attract and retain personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose personnel to our competitors or other companies before we realize the benefit of our investment in recruiting and training them.
Turnover, including changes in our management team, could disrupt our business. The loss of one or more of our executive officers or other key personnel, or our inability to attract and retain highly skilled and creative individuals, could have a material adverse effect on our business, results of operations or financial condition.
We rely significantly on independent contractors and third-party service providers, which may expose us to operational risks.
We rely primarily on independent contractors to conduct our business operations. Our success depends on our ability to identify, hire, and retain qualified contractors. These individuals are not bound by the same duties of loyalty as employees, and we have less control over their daily activities. If any of these contractors were to terminate their relationship with us, or if we are unable to find suitable replacements on a timely basis, our business, financial condition, and results of operations could be materially and adversely affected. Furthermore, if a regulatory authority were to reclassify these contractors as employees, we could be liable for unpaid taxes, benefits, and penalties.
Security breaches of confidential customer information or confidential employee information may adversely affect our business.
Our business requires the collection, transmission and retention of certain customer and employee data, in various information technology systems that are maintained internally and by third parties with whom we contract to provide services. The integrity and protection of that customer and employee data is critical to us. Our customers and employees have a high expectation that we and our service providers will adequately protect their personal information. The information, security and privacy requirements imposed by government regulations are increasingly demanding. Our systems may not be able to satisfy these changing requirements and customer and employee expectations or may require significant additional investments or time in order to do so. Efforts to hack or breach security measures, failures of systems or software to operate as designed or intended, viruses, operator error or inadvertent releases of data all threaten our information systems and records. A breach in the security of our service providers’ information technology systems could lead to an interruption in the operation of our systems, resulting in operational inefficiencies and a loss of profits. A significant theft, loss or misappropriation of, or access to, customers’ or other proprietary data or other breach of our information technology systems could result in fines, legal claims or proceedings, including regulatory investigations and actions, or liability for failure to comply with privacy and information security laws, which could disrupt our operations, damage our reputation and expose us to claims from customers and employees, any of which could have a material adverse effect on our financial condition and results of operations.
Our development and deployment of agentic AI systems involve unique operational, legal, and regulatory risks that could materially and adversely affect our business, reputation, and financial results.
Certain of our products and services incorporate or rely on agentic AI systems that use foundation models to autonomously plan, decide, and take actions across multi-step workflows, including by invoking third-party tools, APIs, and data sources. Because these systems operate with reduced human supervision relative to traditional software and earlier AI applications, they introduce risks that may differ in kind or magnitude from those associated with our other technologies, including risks related to model accuracy and reliability, unintended actions, data security and privacy, third-party system dependencies, intellectual property, regulatory compliance, and potential liability for outcomes produced or actions taken by such systems. The legal, regulatory, and commercial frameworks governing agentic AI remain unsettled and are evolving rapidly, and our ability to develop, deploy, and monetize these systems is subject to material uncertainty.
Risks Relating to our Class A Common Stock
If,
in the future, we issue additional shares,shares of capital stock, the future
issuance of common stock or preferred stock may result in substantial dilution
in the percentage of our Class A common stock held by our then existing shareholders. We may
value any common stockequity issued in the future on an
arbitrary basis. Many of our Acquisitionsacquisitions will require the issuance of our commoncapital stock as
part of the consideration provided. The issuance
of commoncapital stock for future services or acquisitions or other corporate actions may have
the effect of diluting the value of the shares
held by our investors, and might have an adverse effect on any trading market for our Class
A common stock.
Trading on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our Class A common stock and make it difficult for our stockholders to resell their Class A common stock.
Our Class A common stock is quoted on the OTCQB tier of the OTC Markets. Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations or business prospects. This volatility could depress the market price of our Class A common stock for reasons unrelated to operating performance. Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on a stock exchange like NASDAQ or the NYSE. Our Class A common stock has a history of thin trading. These factors may result in investors having difficulty reselling any shares of our Class A common stock.
Our Class A common stock price is likely to be highly volatile because of several factors, including a limited public float.
The market price of our Class A common stock has been volatile in the past. The market price of our Class A common stock is likely to be highly volatile in the future, as well. You may not be able to resell shares of our Class A common stock following periods of volatility because of the market’s adverse reaction to volatility.
Any of these factors could have a significant and adverse impact on the market price of our Class A common stock. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our Class A common stock, regardless of our actual operating performance.
Our Class A common stock is currently, has been in the past, and may be in the future, a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”
Our
Class A common stock is a “penny stock” under applicable SEC rules (generally defined as non-exchange traded stock with a per-share
per-share price below $5.00). Unless we obtain a per-share price above $5.00, these rules impose additional sales practice
requirements on broker-dealers
that recommend the purchase or sale of penny stocks to persons other than those who qualify as
“established customers” or
“accredited investors.” For example, broker-dealers must determine the
appropriateness for non-qualifying persons of investments
in penny stocks. Broker-dealers must also provide, prior to a transaction
in a penny stock not otherwise exempt from the rules, a standardized
risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer
quotations for the penny stock, disclose the compensation of the broker-dealer and
its salesperson in the transaction, furnish
monthly account statements showing the market value of each penny stock held in the customer’s
account, provide a special
written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s
written written
agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our Class A common stock and may affect your ability to resell our Class A common stock.
For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance that our Class A common stock will not remain classified as a “penny stock” in the future.
Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our Class A common stock. We are required to establish and maintain appropriate internal control over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our Class A common stock.
From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Class A common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non- affiliate stockholders may sell freely after six months, subject only to the current public information requirement. Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information, and notice requirements. Given the limited trading of our Class A common stock, resale of even a small number of shares of our Class A common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our Class A common stock.
The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our Class A common stock.
In
addition to the penny stock rules discussed above, FINRA rules require that in recommending an investment to a customer, a broker -dealerbroker-dealer
must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced
securities to their non- institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our Class A common stock, which may limit the ability to buy
and sell our stock and have an adverse effect on the market value for our shares.
An investor’s ability to trade our Class A common stock may be limited by trading volume.
The
Company’s sharesClass areA common stock is currently quoted on the OTCQB under the symbol, “GLAI.” An active trading market
for our Class A common
stock has not developed, and may not develop, on the OTCQB. A limited trading volume may prevent our
shareholders from selling shares
at such times or in such amounts as they may otherwise desire.
Our
Company has a concentration of stock ownership and voting control, which may have the effect of delaying, preventing, or deterring a
change change
of control.
Our
common stock ownership is highly concentrated. Through ownership of shares of our Class A common stock and Class B common stock, one
shareholder, Darko Horvat, our Chief Executive Officer and Chairman of the Board, beneficially owns approximately 53% of our total
outstanding shares of Class A common stock. AsIn addition to Mr. Horvat’s ownership of a substantial amount of
our Class A common stock, Mr. Horvat holds 40,000,000 shares of our Class B common stock. Each share of Class B common stock has 50 votes
per share and is convertible into one share of Class A common stock at the option of the holder. Accordingly, as a result of theMr. concentratedHorvat’s
Class ownershipB of
thecommon stock,stock thisownership, stockholder,Mr. Horvat, acting alone, will be
is able to control all matters requiring stockholder approval, including the election
of directors and approval of mergers and
other significant corporate transactions. This concentration of ownership may have the effect
of delaying, preventing or deterring a
change in control of our Company. It could also deprive our stockholders of an opportunity to
receive a premium for their shares as
part of a sale of our Company and it may affect the market price of our Class A common stock.
Federal
legislation, including the Sarbanes-Oxley Act, has resulted in the adoption of various corporate governance measures designed to promote
the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements;
others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or NASDAQ, on
which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges,
are those that address the Board of Directors’ independence, audit committee oversight, and the adoption of a code of ethics. As
our securities are not listed on a national securities exchange, we are not required to adopt such corporate governance measures; howeverhowever,
we we
intend to adopt such measures in the future. It is possible that if we were to adopt corporate governance measures, shareholders would
benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies
had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised
of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and
recommendations for director nominees, may be made by a majority of directors who have an interest in the outcome of the matters being
decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment
decisions.
Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning Class A common stock if it appreciates.
We have never paid dividends on our Class A common stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our Class A common stock.
Management's Discussion & Analysis (MD&A)
New heading “Components of Results of Operations”
New heading “Operating Expenses”
New heading “Recent Developments”
New heading “Commercial Launch of the Agentic AI Platform”
New heading “2026 Customer Engagements”
New heading “Industry Diversification”
New heading “Financial Overview”
New heading “For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024”
New heading “Cash Flows for the Years Ended December 31, 2025 and 2024”
New heading “Related Party Transactions”
New heading “Research and Development Costs”
Largest changes
“On December 31, 2024, the Company, Tectu Biz Ltd., a company organized under the laws of the State of Israel (“Tectu”), and certain shareholders of Tectu as identified on Exhibit A thereto (the “Sellers”), entered into that certain Share Purchase Agreement (the “Agreement”) in respect of the purchase by the Company and sale by the Sellers of the entire share capital of Tectu compromising of 4,000,000 ordinary shares of Tectu (“Tectu Shares”), each having a nominal value of 0.01 New Israel Shekels, free and clear from any and all encumbrances (the “Share Purchase”). …”see in full comparison
“The Company expects to develop artificial intelligence (“AI”) applications, acquire, integrate and develop AI-based technology companies and assets (the “Acquisitions”). The Company intends to focus its Acquisitions on machine and deep learning, generative AI, computer vision, natural language processing, and other AI technologies. The Company focuses on Acquisitions that are scalable and have revenue models that provide for tangible growth. …”see in full comparison
“For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024”see in full comparison
“The Company is engaged in the development and commercialization of an enterprise-grade agentic artificial intelligence (“AI”) platform (the “Agentic AI Platform”) and a suite of related agentic AI products. The Agentic AI Platform is designed to enable enterprises to discover, deploy, govern, measure, and continuously improve agentic AI-driven business operations across a broad range of industries, including regulated sectors such as banking, financial services, insurance, healthcare, and life sciences.”see in full comparison
Full comparison: every changed paragraph (68)
FORWARD-LOOKING
STATEMENTS
There
are statements in this annual report on Form 10-K that are not historical facts. These “forward-looking statements” can be
identified by use of terminology such as “believe”, “hope”, “may”, “anticipate”, “should”,
“intend”, “plan”, “will”, “expect”, “estimate”, “project”, “positioned”,
“strategy”, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties
that are beyond our control. For a discussion of these risks, you should read this entire annual report on Form 10-K document carefully.
Although management believes that the assumptions underlying the forward-looking statements are reasonable, they do not guarantee our
future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used
for the purposes for the forward-looking statements specified in the following information represent estimates of future events and are
subject to uncertainty as to possible changes in the economy, legislative changes, changes in the industry, technological developments
and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing
and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events
do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward- looking statements. In the light of these risks and uncertainties, there can be no assurance that
the results and events contemplated by the forward-looking statements contained in this annual report on Form 10-K will in fact transpire.
You are cautioned not to place reliance on these forward-looking statements, which speak only as of their dates. We do not undertake
any obligation to update or revise any forward-looking statements.
The Company is engaged in the development and commercialization of an enterprise-grade agentic artificial intelligence (“AI”) platform (the “Agentic AI Platform”) and a suite of related agentic AI products. The Agentic AI Platform is designed to enable enterprises to discover, deploy, govern, measure, and continuously improve agentic AI-driven business operations across a broad range of industries, including regulated sectors such as banking, financial services, insurance, healthcare, and life sciences.
In parallel with its internal product development and organic growth, the Company has implemented a strategic mergers and acquisitions (“M&A”) program (the “M&A Program”), focused on identifying, acquiring, integrating, and further developing AI-based technology companies and assets. The Company’s M&A Program is concentrated on companies operating in agentic AI and adjacent AI technologies serving enterprises, institutions, and industries.
The Company believes that its combined strategy of organic product development and growth, together with strategic acquisitions through its M&A Program, will enable it to accelerate growth, broaden its addressable market, deepen its competitive position in the agentic AI sector, and create long-term value for its stockholders. There can be no assurance, however, that the Company will identify suitable acquisition targets, complete any contemplated acquisitions on favorable terms, or at all, or successfully integrate acquired businesses.
Global
AI was organized as Mycatalogsonline.com, Inc. in the state of Nevada on January 6, 2009. In April 2009, the Company changed its name
to My Catalogs Online, Inc. In November 2012, the Company changed its name to Bright Mountain Holdings, Inc. In August 2013, the Company
changed its name to Wall Street Media Co, Inc. and in October 2023 the Company changed its name to Global AI, Inc.
The
Company expects to develop artificial intelligence (“AI”) applications, acquire, integrate and develop AI-based technology
companies and assets (the “Acquisitions”). The Company intends to focus its Acquisitions on machine and deep learning, generative
AI, computer vision, natural language processing, and other AI technologies. The Company focuses on Acquisitions that are scalable and
have revenue models that provide for tangible growth. Once acquired, the Company plans to integrate and further develop the companies
and assets acquired in the Acquisitions to increase their existing customer base and further develop their existing products and services.
The Company also plans to “cross-pollinate” knowledge and strategies derived from each of its Acquisitions with other Acquisitions
for the benefit of the Company’s network as a whole. In addition, the Company plans to centralize back office administrative functions
and take advantage of cost and revenue synergies across the Acquisitions’ platforms.
On
September 12, 2023, Ingenious Investment AG purchased, from their own funds, from existing shareholders of the Company, in a series of
private transactions, a total of 24,944,466 shares of common stock, $0.001 per share of Global AI, Inc., representing 92.7% of the outstanding
shares of the Company’s common stock at such time (the “Ingenious Acquisition”).
Recent
Events
On
January 29, 2024, the Company filed a Certificate of Amendment of the Amended and Restated Certificate of Incorporation with the Secretary
of State of Nevada to effect a 4-for-1 forward stock split of the shares of the Company’s Class A common stock, par value $0.001
per share (the “Class A Common Stock”), and Class B common stock, par value $0.001 per share (the “Class B Common Stock”),
either issued and outstanding or held by the Company as treasury stock. Holders of capital stock of the Company representing a majority
of the voting power of all the then-outstanding shares of capital stock of the Company approved a resolution to affect the Forward Stock
Split.
The
Forward Stock Split increased the number of shares of Class A Common Stock outstanding from 28,587,006 shares to approximately 114,348,024
shares, subject to adjustment for the rounding up of fractional shares. The Forward Stock Split increased the number of shares of Class
B Common Stock outstanding from 10,000,000 shares to approximately 40,000,000 shares, subject to adjustment for the rounding up of fractional
shares. The total number of Class A Common Stock and Class B Common Stock combined after the Forward Stock Split was 154,348,024.
InWe
December 2024, the Company formedhave a dedicated R&D and Innovationengineering Labteam which is tasked with developing a suite of AI products and solutions
designed to tackle
complex challenges and automate processes across industries, leveraging an Agentic-AIagentic-AI approach. Our focus is on building
AI applications
and solutions that are secure, scalable, and privacy-centric. TheOur CompanyR&D hiredand engineering team, led by 14 senior AI specialists and software
engineers, engineers
tois leadtasked ourwith newly formed R&D and Innovation Lab. This team will drivedriving the development of groundbreaking AI technologies, positioning
Global AI at the forefront of enterprise
AI innovation.
‘The Company’s results of operations and financial condition are, and are expected to continue to be, materially influenced by the following factors:
Components of Results of Operations
Revenue. The Company generates revenues primarily from (i) software license for access to the Agentic AI Platform and related products, (ii) support and maintenance fees tied to platform usage, (iii) outcome-indexed fees tied to realized customer outcomes, and (iv) professional services fees related to implementation, integration, and advisory engagements.
Cost of Revenues. Cost of revenues consists primarily of expenses related to hosting and infrastructure (including third-party cloud computing services and foundation model usage), personnel costs (including salaries, benefits, and stock-based compensation) for employees engaged in delivering the Company’s products and services, amortization of acquired developed technology, and allocated overhead. Cost of revenues is expected to vary with the modality and configuration of customer deployments, including the proportion of workloads executed on customer-owned infrastructure versus cloud-based infrastructure.
Operating Expenses
Research and Development. Research and development expenses consist primarily of personnel costs (including salaries, benefits, and stock-based compensation) for engineers and other personnel engaged in the design, development, and enhancement of the Agentic AI Platform and related products, costs of foundation model access and experimentation, third-party software and tools, and allocated overhead. The Company expects research and development expenses to increase in absolute dollars as the Company continues to invest in product innovation, although such expenses may decline as a percentage of revenues over time.
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs (including salaries, commissions, benefits, and stock-based compensation) for sales and marketing personnel, costs of demand generation, marketing programs, customer events, travel, and allocated overhead. Sales and marketing expenses also include costs associated with the Company’s forward-deployed engineering model, in which technical personnel are embedded directly with customers during the pursuit and early deployment phases of the customer lifecycle. The Company expects sales and marketing expenses to increase in absolute dollars as the Company expands its sales organization, deepens enterprise customer relationships, and supports the integration of Acquisitions.
General and Administrative. General and administrative expenses consist primarily of personnel costs (including salaries, benefits, and stock-based compensation) for executive, finance, legal, human resources, and information technology functions, professional services fees (including audit, legal, and consulting fees), insurance, public-company compliance costs, and allocated overhead. The Company expects general and administrative expenses to increase in absolute dollars in support of growth, regulatory and compliance obligations, and costs associated with being a public reporting company.
Recent Developments
Commercial Launch of the Agentic AI Platform
The principal commercial achievement of fiscal year 2025 was the commencement of revenue-generating sales of the Company’s Agentic AI Platform to enterprise customers. During December 2025, the Company executed software license and platform contracts with six enterprise customers, marking the transition of the Company’s business from a development and early-stage commercialization phase to a phase characterized by enterprise-grade, contracted deployments of the Agentic AI Platform.
The six enterprise contracts executed in December 2025 spanned multiple regulated and mission-critical industry verticals, including pharmaceutical and life sciences, insurance, and retail. A number of these customers are among the largest enterprises in their respective sectors and geographies, with operations in Europe and globally. The Company’s customer engagements reflect its strategic focus on, among others, regulated, mission-critical enterprise environments, and we believe demonstrate the commercial viability of the Agentic AI Platform across multiple industry verticals.
Management believes that the 2025 commercial launch of the Agentic AI Platform, together with the customer engagements executed in connection with that launch, establishes a foundation for the Company’s continued enterprise customer acquisition strategy, validates the technical and operational scalability of the Agentic AI Platform, and creates reference architectures suitable for replication across customers, industries, and geographies in future periods.
2026 Customer Engagements
In 2026, the Company had a number of additional customer deployments, expansions of existing customer engagements, and new enterprise contracts, including the following:’
Industry Diversification
Considering the six enterprise contracts executed in 2025 and the 2026 customer engagements, the Company’s customer base reflects a deliberate strategy of industry diversification. The Company has commercialized the Agentic AI Platform across pharmaceutical and life sciences, insurance and asset management, retail and supermarket operations, energy and utilities, commercial aviation, and with customers based primarily in Europe and operating across multiple regulatory jurisdictions. The Company believes that this diversification reduces dependence on any single industry, mitigates customer-concentration risk, and provides a foundation for cross-vertical product enhancement and customer reference development.
Financial Overview
For the years ended December 31, 2025 and 2024, we generated revenues of $143,838 and $24,896, respectively, and reported a net loss of $2,371,546 and $1,001,095, respectively. We had negative cash flows used in operating activities of $1,944,156 and $927,368, respectively. As noted in our consolidated financial statements, as of December 31, 2025, we had an accumulated deficit of $5,424,034.
For the Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024
Revenues: For the twelve months ended December 31, 2025, the Company generated revenues of $143,838, compared to $24,896 for the twelve months ended December 31, 2024, representing an increase of 478%. This increase was primarily due to an increase in revenues from software license sales and related services in 2025.
Operating Expenses: Operating expenses increased to $2,350,805 for the year ended December 31, 2025, from $1,010,647 for the year ended December 31, 2024 — a 133% increase. The primary reason for the increase in operating expenses were increases in general and administrative, sales and marketing, and professional fees of $445,938 or 138%, $203,109 or 100%, and $735,418 or 114%, respectively and a decrease in research and development expenses of $44,307 or 100% due to the capitalization of the expenses.
Loss from Operations: The Company reported a loss from operations of $2,308,412 for the year ended December 31, 2025, compared to a loss of $1,001,095 for the year ended December 31, 2024, representing an increase of 131%. The primary reason for this was due to the increase in operating expenses during the current period.
The Company has historically funded its operations through a combination of equity issuances, debt financings, and, to a lesser extent, cash generated from operating activities. The Company’s principal uses of cash include funding research and development activities, sales and marketing investments, general and administrative expenses, working capital requirements, capital expenditures.
The Company’s future capital requirements will depend on numerous factors, including the rate of growth of the Agentic AI Platform business, the timing and size of future acquisitions pursuant to the Company’s M&A Program, working capital and capital expenditure needs, and the timing of cash flows from operations. The Company may seek to raise additional capital through equity issuances, debt financings, or other arrangements, although there can be no assurance that such financing will be available on favorable terms, or at all.
The Company’s M&A Program is expected to require ongoing access to capital. The Company expects to finance future acquisitions through the issuance of equity securities, the incurrence of indebtedness, or other forms of consideration. The use of any particular form of consideration will depend on the size and structure of the applicable acquisition, prevailing market conditions, and the Company’s overall capital structure and strategic objectives.
As of December 31, 2025, the Company had cash on hand of $77,200 and a working capital deficit of $5,557,828, compared to cash of $9,929 and a working capital deficit of $689,892 at December 31, 2024. The increase in the deficit was largely due to cash operating losses and expanded operations. Management is actively seeking investor funding and pursuing strategic alternatives, including a potential merger or combination with another operating company, to improve liquidity and financial position.
Cash Flows for the Years Ended December 31, 2025 and 2024
Net cash used in operating activities was $1,944,156 for the year ended December 31, 2025, as compared to net cash used in operating activities of $927,368 for the year ended December 31, 2024, this increase was primarily due to the increases in general and administrative and professional fees expense.
Net cash used in investing activities was $1,931,604 for the year ended December 31, 2025, as compared to net cash used in operating activities of $0 for the year ended December 31, 2024, this increase was primarily due to the capitalization of research and development costs and purchase of property and equipment.
Net cash provided by financing activities was $3,943,031 for the year ended December 31, 2025, as compared to the net cash provided by investing activities of $753,333 for the year ended December 31, 2024. This increase is due to $1,100,000 in proceeds from sale of Class A common stock, $136,667 of receipts from subscriptions receivable and $2,706,364 in advance payables.
Related Party Transactions
For information on related party transactions and their financial impact, see Note 3 to the financial statements.
On
December 31, 2024, the Company, Tectu Biz Ltd., a company organized under the laws of the State of Israel (“Tectu”), and
certain shareholders of Tectu as identified on Exhibit A thereto (the “Sellers”), entered into that certain Share Purchase
Agreement (the “Agreement”) in respect of the purchase by the Company and sale by the Sellers of the entire share capital
of Tectu compromising of 4,000,000 ordinary shares of Tectu (“Tectu Shares”), each having a nominal value of 0.01 New Israel
Shekels, free and clear from any and all encumbrances (the “Share Purchase”). Immediately following the consummation of the
closing of the Share Purchase, the Company shall hold one hundred percent (100%) of the issued and outstanding share capital of Tectu
on a fully-diluted basis. As consideration for the Share Purchase, the Company shall pay the Sellers at closing a total combined amount
(or value) of (i) $490,000 in cash (subject to certain provisions in respect of identified loan payments); and (ii) $510,000 in either
cash or 255,000 shares of common stock of the Company, par value $0.001, with each share having an agreed upon fixed value of $2.00 (or
a combination thereof, as determined by the Company at its sole discretion); totaling to $1,000,000, which constitutes the equity value
of the Company on a cash-free/debt-free basis as of December 31, 2024. The Agreement provides for
certain representations, covenants and indemnification obligations that are customary for these types of transactions. Further, the closing
of the Share Purchase is subject to certain conditions to closing, including but not limited to the delivery by Tectu to the Company
of certain audited financial statements of Tectu for the fiscal years ending December 31, 2023 and December 31, 2024 by a Public Company
Accounting Oversight Board (“PCAOB”) qualified auditor (which is reasonably acceptable to the Company) in accordance with
PCAOB standards. In connection with the Closing of the Share Purchase, the Company expects to enter two additional agreements: (i) certain
employment agreements with the Sellers; and (ii) certain option agreements as part of the Company’s equity incentive plan in respect
of the receipt of options or other restricted securities by certain holders of options to purchase Global AI Inc Shares (amounting together to
an aggregate number of 5,745,000 options to purchase shares of common stock of the Company under terms to be agreed).
CRITICALCritical
ACCOUNTINGAccounting POLICIESPolicies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. We continue to evaluate the estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.
In
response to the Securities and Exchange Commission’s (the “SEC”) financial reporting release, FR-60, Cautionary Advice
Regarding Disclosure About Critical Accounting Policies, the Company has selected its more subjective accounting estimation processes
for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to
the estimate and the possible effects on the Company’s financial condition. These accounting estimates are discussed below. These
estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company’s results of operations
and financial condition
The
Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when
control is transferred
to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange
for those goods. Revenue
recognition is evaluated through the following five steps: (i) identification of the contract, or contracts,
with a customer; (ii) identification
of the performance obligations in the contract; (iii) determination of the transaction price; (iv)
allocation of the transaction price
to the performance obligations in the contract; and (v) recognition of revenue when or as a performance
obligation is satisfied.
Research and Development Costs
The Company capitalizes costs in accordance with ASC 985-20 “Software – Costs of Software To Be Sold, Leased, or Marketed.” Beginning January 1, 2025, as technological feasibility had been established, all internal software development costs are capitalized until the product is available for general release to customers.
Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the commencement of product sales. The amortization of these costs is included in cost of revenue over the estimated life of the products, which the Company has determined to be three years.
In 2024, the Company expensed research and development costs as incurred. Research and development activities primarily include the design, development, and testing of new products, technologies, or significant improvements to existing products. Costs incurred in connection with these activities, including salaries and benefits of personnel directly engaged in R&D, materials and supplies used in the development process, third-party development costs, are charged to expenses as incurred.
The
Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts
with Customers (“ASC 606”), as issued by the Financial Accounting Standards Board (“FASB”). Under ASC 606,
revenue is recognized when control of a promised good or service is transferred to a customer in an amount that reflects the consideration
the Company expects to be entitled to in exchange for those goods or services.
The
Company applies the following five-step model to recognize revenue from contracts with customers:
FOR
THE YEAR ENDED DECEMBER 31, 2024 COMPARED TO THE YEAR ENDED DECEMBER 31, 2023 Revenue:
For the twelve months ended December 31, 2024, the Company generated revenue of $24,896, compared to $34,000 for the twelve months ended
December 31, 2023, representing a decrease of 27%. This decline was primarily due to a decrease in consulting services provided.
Operating
Expenses: Operating expenses increased to $1,010,649 for the year ended December 31, 2024, from $669,554 for the year
ended December 31, 2023 — a 51% increase. The primary reason for the increase in operating expenses were increases in both general
and administrative and professional fees of $178,776 or 123%, and $120,352 or 23%, respectively and research and developing expenses of $44,307 for the year ended December, 2024 and $0 for the year ended December
31, 2023.
Loss
from Operations: The Company reported a loss from operations of $1,001,096 for the year ended December 31, 2024, compared to a loss
of $635,554 for the year ended December 31, 2023, an increase of 58%. The primary reason for this was due to the increase in operating
expenses during the period.
LIQUIDITY
AND CAPITAL RESOURCES
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as updated from time to time.
Full comparison: every changed paragraph (1)
As
a smaller reporting company, the Company is not required to disclose material changes to the risk factors that were contained in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as the same may be updated from time to time.
Management's Discussion & Analysis (MD&A)
New heading “Operating Expenses”
New heading “Amortization of Capitalized Research and Development Costs”
New heading “General and Administrative Expenses”
New heading “Research and Development Expenses”
New heading “Sales and Marketing Expenses”
New heading “Professional Fees”
New heading “Loss from Operations”
New heading “For the six months ended June 30, 2026 compared to the six months ended June 30, 2025”
New heading “Operating Expenses”
New heading “Amortization of Capitalized Research and Development Costs”
New heading “General and Administrative Expenses”
New heading “Research and Development Expenses”
New heading “Sales and Marketing Expenses”
New heading “Professional Fees”
New heading “Loss from Operations”
Largest changes
As ofsee in full comparisonMarchJune31,30, 2026, the Company had$26,255$ 40,559 in cash and cashequivalents, and a working capital deficit of $6,479,050, with minimal revenues.equivalents. The Company has sustained losses from operations, and such losses are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for the year ended December 31, 2025. In addition, the Company has a working capital deficit at June 30, 2026, of $7,553,968 with minimal revenues. The foregoing raises substantial doubt about the Company’s ability to continue as a going concern.ManagementThe Company is actively seekinginvestortofunding and pursuing strategic alternatives, including a potential mergercombine orcombinationmerge with another operatingcompany,company. On July 9, 2026, the Company issued 250,000 shares of Class A common stock to KSY Capital Investments, Inc. at a purchase price of $2.00 per share, for aggregate proceeds toimprovethe Company of $500,000, pursuantliquiditytoandafinancialsubscriptionposition.agreement. There can be no assurance that the level of funding needed will beacquired,acquired or that the Company will generate sufficient revenues to sustain operations for the next twelvemonths, that a potential merger or combination partner will be identified, or that a transaction would be completed on terms satisfactory to the Company, or at all.months. The unaudited condensedconsolidatedfinancial statements do not include any adjustments that might result from the outcome of this uncertainty.
“For the six months ended June 30, 2026 compared to the six months ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (43)
Company Overview
In 2026, the Company had a number of additional customer deployments, expansions of existing customer engagements, and new enterprise contracts, including the following:’
For
the three months ended MarchJune 31,30, 2026 and 2025, we generated revenues of $44,747$115,724 and $35,704,$84,328, respectively, and reported a net loss of
of $777,148$817,360 and $737,778,$503,483, respectively. For the six months ended June 30, 2026 and 2025, we generated revenues of $160,471 and $120,032,
respectively, and reported a net loss of $1,594,508 and $1,241,262, respectively. We had negative cash flows used in operating activities
of $244,808$362,850 and $474,516,$651,083 for the six months ended June 30, 2026 and 2025, respectively.
As noted in our unaudited condensed consolidated
financial statements, as of MarchJune 31,30, 2026, we had an accumulated deficit of $6,201,182.$7,018,542.
For
the Threethree Monthsmonths Endedended MarchJune 31,30, 2026 Comparedcompared to the Threethree Monthsmonths Endedended MarchJune 31,30, 2025
Revenues
Revenues:For
the The
three months ended June 30, 2026, the Company generated revenues of $44,747$115,724, compared to $84,328 for the three months ended March 31, 2026, compared to $35,704 for the three months endedJune
March 31,30, 2025, representing an increase of 25.3%.37%. This increase was primarily due to an increase in revenues from software license
sales and
related services in 2026.
Operating Expenses
Operating
Expenses: Operating expenses increased to $839,733$891,409 for the three months ended MarchJune 31,30, 2026, from $744,855$520,864 for the three
months ended MarchJune 31,30, 2025, representing a 12.7% 71%
increase. The primary reasonsreason for the increase in operating expenses werewas the commencement of the amortization of capitalized research
and development costs of $342,910 or 100%, increases in costgeneral and administrative expenses of revenues,$91,408 amortizationor 62%, sales and marketing expenses
of $118,865 or 350%, research and development costs,costs generalof $68,353 or 100%, and administrativestock-based expenses,compensation researchof and
development$23,888 costsor and sales and marketing expenses,100%, partially offset
by a decrease in professional fees.fees of $274,879 or 81%.
Amortization of Capitalized Research and Development Costs
Amortization of Capitalized Research and Development
Costs: Amortization of capitalized research and
development costs werewas $305,413$342,910 for the three months ended MarchJune 31,30, 2026, compared to $0 for the three months
ended MarchJune 31,30, 2025.
The Company capitalized all research and development costs in 2025 and began amortizing those costs during the three six
months ended March
31,June 30, 2026.
General and Administrative Expenses
General and Administrative Expenses: General
and administrative expenses were $193,773$239,632 for the three months ended MarchJune 31,30, 2026, compared to $112,387$148,224 for the three months ended MarchJune
31,30, 2025. The increase in general and administrative expenses of $81,368,$91,408, or 72.4%,62%, was primarily due to costs incurred by the Romanian
subsidiarysubsidiary, which began operations in late 20252025, and an increase in software license costs during the three months ended MarchJune 31,30, 2026.
Research and Development Expenses
Research and Development Expenses: Research
and development expenses were $47,822$68,353 for the three months ended MarchJune 31,30, 2026, compared to $0 for the three months ended MarchJune 31,30, 2025.2025,
an increase of $68,353, or 100%. The Companyincrease capitalizedwas primarily due to the capitalization of all research and development costs in 2025 and began expensing research and development2025,
with costs related to product
maintenance being expensed during the three months ended MarchJune 31,30, 2026.
Sales and Marketing Expenses
Sales
and Marketing Expenses: Sales and marketing expenses were $180,620$152,811 for the three months ended MarchJune 31,30, 2026, compared to
$37,302 $33,946 for the three months ended MarchJune 31, 30,
2025. The increase in sales and marketing expenses of $143,318,$118,865, or 384.2%,350.2%, was primarily
due to increased sales and marketing activity
relating to the release of the first version of the Company’s product in late
2026. 2025.
Professional Fees
Professional
Fees: Professional fees were $80,656$63,815 for the three months ended MarchJune 31,30, 2026, compared to $571,873$338,695 for the three months
ended MarchJune 31,30, 2025. The decrease
in professional fees of $491,217,$274,880, or 85.9%,81.2%, was primarily due to the professional fees incurred
relating to the Tectu transaction costs
in 2025.
Loss from Operations
LossThe
from Operations: The Company reported a loss from operations of $794,986$808,963 for the three months ended MarchJune 31,30, 2026,
compared to a loss of $709,151$478,239 for the
three months ended MarchJune 31,30, 2025, representing an increase of 12.1%.69%. The primary reason for
this was duethe tocommencement of the
amortization increaseof Capitalized research and development costs, increases in operatingrevenues, general and administrative expenses, sales and
marketing expenses, research and development expenses and stock-based compensation partially offset by a decrease in professional
fees during the current period.
For the six months ended June 30, 2026 compared to the six months ended June 30, 2025
Revenues
For the six months ended June 30, 2026, the Company generated revenues of $160,471, compared to $120,032 for the six months ended June 30, 2025, representing an increase of 34%. This increase was primarily due to an increase in revenues from software license sales and related services in 2026.
Operating Expenses
Operating expenses increased to $1,699,693 for the six months ended June 30, 2026, from $1,242,427 for the six months ended June 30, 2025, a 71% increase. The primary reason for the increase in operating expenses was the commencement of the amortization of capitalized research and development costs of $648,323 or 100%, increases in general and administrative expenses of $172,794 or 66%, sales and marketing expenses of $262,183 or 368%, research and development costs of $116,175 or 100%, and stock-based compensation of $23,888 or 100%, partially offset by a decrease in professional fees of $766,097 or 84%.
Amortization of Capitalized Research and Development Costs
Amortization of capitalized research and development costs was $648,323 for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025. The Company began amortizing capitalized research and development costs during the six months ended June 30, 2026.
General and Administrative Expenses
General and administrative expenses were $433,405 for the six months ended June 30, 2026, compared to $260,611 for the six months ended June 30, 2025. The increase in general and administrative expenses of $172,794, or 66%, was primarily due to costs incurred by the Romanian subsidiary, which began operations in late 2025, and an increase in software license costs during the six months ended June 30, 2026.
Research and Development Expenses
Research and development expenses were $116,175 for the six months ended June 30, 2026, compared to $0 for the six months ended June 30, 2025, an increase of $116,175, or 100%. The increase was primarily due to the capitalization of all research and development costs in 2025, with costs related to product maintenance expensed during the six months ended June 30, 2026.
Sales and Marketing Expenses
Sales and marketing expenses were $333,431 for the six months ended June 30, 2026, compared to $71,248 for the six months ended June 30, 2025. The increase in sales and marketing expenses of $262,183, or 368%, was primarily due to increased sales and marketing activity relating to the release of the first version of the Company’s product in late 2025.
Professional Fees
Professional fees were $144,471 for the six months ended June 30, 2026, compared to $910,568 for the six months ended June 30, 2025. The decrease in professional fees of $766,097, or 84.1%, was primarily due to the professional fees incurred relating to the Tectu transaction costs in 2025.
Loss from Operations
The Company reported a loss from operations of $1,603,949 for the six months ended June 30, 2026, compared to a loss of $1,187,391 for the six months ended June 30, 2025, representing an increase of 35%. The primary reason for this was the commencement of the amortization of capitalized research and development costs, increases in revenues, general and administrative expenses, sales and marketing expenses, research and development expenses and stock-based compensation partially offset by a decrease in professional fees during the current period.
As
of MarchJune 31,30, 2026, the Company had $26,255$ 40,559 in cash and cash equivalents, and a working capital deficit of $6,479,050, with minimal
revenues.equivalents. The Company has sustained losses from operations, and such losses
are expected to continue. The Company’s auditors have included a “Going Concern Qualification” in their report for
the year ended December 31, 2025. In addition, the Company has a working capital deficit at June 30, 2026, of $7,553,968 with minimal
revenues. The foregoing raises
substantial doubt about the Company’s ability to continue as a going concern. ManagementThe Company is actively
seeking investorto funding
and pursuing strategic alternatives, including a potential mergercombine or combinationmerge with another operating company,company. On July 9, 2026, the Company issued 250,000 shares of Class A common stock
to KSY Capital Investments, Inc. at a purchase price of $2.00 per share, for aggregate proceeds to improvethe Company of $500,000, pursuant
liquidityto anda financialsubscription position.agreement. There can be no assurance that the level of funding needed will be acquired,acquired or that the
Company will generate
sufficient revenues to sustain operations for the next twelve months, that a potential merger or combination
partner will be identified, or that a transaction would be completed on terms satisfactory to the Company, or at all.months. The unaudited
condensed consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
Cash
Flows for the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025
Net
cash used in operating activities was $244,808 for the three months ended March 31, 2026, as compared to net cash used in operating activities
of $474,516 for the three months ended March 31, 2025, this increase was primarily due to the increases in general and administrative
and professional fees expense.
Net
cash used in investingoperating activities was $458,766$362,850 for the threesix months ended MarchJune 31,30, 2026, as compared to net cash used in operating activities
activities of $560,423$651,083 for the threesix months ended MarchJune 31,30, 2025,2025. thisThis decrease was primarily due to the capitalizationlower net loss, amortization of capitalized
research
and development costscosts, stock-based compensation, and purchasechanges ofin propertyaccounts payable and equipment.accrued liabilities and deferred revenues.
Net
cash providedused byin financinginvesting activities was $652,629$1,094,529 for the threesix months ended MarchJune 31,30, 2026, as compared to the net cash providedused by
in investing activities
of $1,108,000$1,178,338 for the threesix months ended MarchJune 31,30, 2025. This decrease iswas primarily due to $1,100,000less capitalization of research and development
costs, partially offset by an increase in proceedspurchase from sale
of Classproperty Aand common stock in 2025.equipment.
Net cash provided by financing activities was $1,420,738 for the six months ended June 30, 2026, as compared to net cash provided by financing activities of $1,862,924 for the six months ended June 30, 2025. This decrease is due to no proceeds from the sale of common stock in the current period, partially offset by an increase in advance payable from a related party to $1,420,738 from $762,924.
GLAI insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding GLAI (13F)
None of the 59 investors we track reported a position in their latest 13F.