GXAI 10-K & 10-Q changes, risk factors and insider trading
Gaxos.ai Inc. · Nasdaq · Services-Prepackaged Software · CIK 1895618 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may utilize artificial intelligence, which exposes us to liability and affects our business.”
New heading “The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.”
New heading “The impact on our industry of the development and deployment of artificial intelligence in the workplace is unknown, and potential changes in work spaces and work patterns could impact order volume and adversely affect our business and financial results.”
Removed heading “Our Platform is currently under development and no assurance can be given that our Platform will be accepted by others or generate sufficient interest.”
Removed heading “The Platform is based on new and unproven technologies and is subject to the risks of failure inherent in the development of new products and services.”
Removed heading “Digital ecosystems, including offerings of digital assets, is evolving, and uncertain, and new regulations or policies may materially adversely affect our development.”
Removed heading “Marketplace demand of the NFTs is unpredictable.”
Removed heading “We may not be able to adequately evaluate the risks associated with our planned NFT platform.”
Removed heading “Increasing gas fees on Polygon could materially affect our revenues.”
Removed heading “The Platform may raise issues regarding third party intellectual property rights.”
Removed heading “The Platform may face cybersecurity risks.”
Removed heading “Digital ecosystems, including offerings of digital assets, are evolving, and uncertain, and new regulations or policies may materially adversely affect our development.”
Removed heading “Risks Related to Digital Assets”
Removed heading “The sale of NFTs on the Platform could be determined to be the unregistered sale of securities.”
Removed heading “Risks relating to our decision to accept cryptocurrency as a form of payment may subject us to exchange risk and additional tax and regulatory requirements.”
Removed heading “We rely on third parties for certain aspects of our business, which creates additional risk.”
Removed heading “Our crypto assets may be subject to loss, damage, theft or restriction on access. Further, digital asset exchanges on which crypto assets trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Incorrect or fraudulent cryptocurrency transactions may be irreversible.”
Removed heading “If our current, or any of our future, custodians file for bankruptcy, crypto assets held in their custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.”
Removed heading “Malicious actors could manipulate distributed ledger networks and smart contract technology upon which digital assets rely and increase the vulnerability of the distributed ledger networks.”
Removed heading “The network contributors for certain Digital Assets could propose amendments to the network protocols and software for Digital Assets that, if accepted and authorized by the network for the Digital Assets, could adversely affect the Platform.”
Removed heading “We currently support, and expect to continue to support, certain smart contract-based crypto assets. If the underlying smart contracts for these crypto assets do not operate as expected, they could lose value and our business could be adversely affected.”
Removed heading “Acceptance and/or widespread use of digital assets is uncertain.”
Removed heading “Incorrect or fraudulent cryptocurrency transactions may be irreversible.”
Removed heading “Because there has been limited precedent set for financial accounting for digital assets, the determinations that we have made for how to account for digital assets transactions may be subject to change.”
Removed heading “Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies as payment.”
Removed heading “Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects an investment in us.”
Removed heading “Political or economic crises may motivate large-scale sales of crypto assets, which could result in a reduction in values of crypto assets and adversely affect an investment in us.”
Removed heading “We may lose our private key to our digital wallet, causing a loss of all of our digital assets.”
Removed heading “Whether a particular NFT or other digital or “crypto” asset is a “security” is subject to a high degree of uncertainty, and if we are unable to properly characterize an NFT or other digital asset, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.”
Removed heading “The Platform may be subject to regulation by financial regulators.”
Removed heading “Our facilitation of transactions in cryptocurrencies such as Ether on the Platform exposes us to risks under U.S. and foreign tax laws.”
Removed heading “Our Platform may not be successful and may expose us to legal, regulatory, and other risks. Given the nascent and evolving nature of cryptocurrencies, NFTs, and our Platform, we may be unable to accurately anticipate or adequately address such risks or the potential impact of such risks. The occurrence of any such risks could materially and adversely affect our business, financial condition, results of operations, reputation, and prospects.”
Largest changes
“Whether a particular NFT or other digital or “crypto” asset is a “security” is subject to a high degree of uncertainty, and if we are unable to properly characterize an NFT or other digital asset, we may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.”see in full comparison
“Although under U.S. federal tax laws, cryptocurrencies are currently considered property versus currency, we are obligated to report transactions involving cryptocurrencies in U.S. dollars and must determine their fair market value on each transaction date. The U.S. federal taxing authorities have issued limited guidance on cryptocurrency transactions. The current guidance treats the use of cryptocurrency to purchase a NFT as a taxable disposition of the cryptocurrency, which subjects the holder to taxable gain that such holder must report for federal and state tax purposes. …”see in full comparison
“As digital assets have grown in popularity and in market size, the Federal Reserve Board, U.S. Congress and certain U.S. agencies (e.g., the CFTC, the Commission, FinCEN and the Federal Bureau of Investigation) have begun to examine digital assets. On March 9, 2022, President Biden signed an executive order on cryptocurrencies. While the executive order did not mandate any specific regulations, it instructs various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. Central Bank digital currency. …”see in full comparison
“In the U.S., the regulatory environment is complex and uncertain. Over the past year, states have advanced, and in some cases passed, dozens of laws focusing on AI governance and regulation, including deployment of AI in healthcare settings. …”see in full comparison
“If our current, or any of our future, custodians file for bankruptcy, crypto assets held in their custody could be determined to be property of a bankruptcy estate and we could be considered a general unsecured creditor thereof.”see in full comparison
“There can be no assurances that we will properly characterize any given NFT as a security or non-security for purposes of determining whether the Platform will allow the posting of such NFT, or that the SEC, foreign regulatory authority, or a court, if the question was presented to it, would agree with our assessment. If the SEC, state or foreign regulatory authority, or a court were to determine that NFTs offered or sold on the Platform are securities, we would not be able to offer such NFTs until we are able to do so in a compliant manner. …”see in full comparison
Full comparison: every changed paragraph (96)
Because
we have a limited history, it is difficult
to evaluate our proposed business and future prospects, including our ability to plan for
and model future growth. For example, we intend to launch our Platform. There is no guarantee that the Platform will be launched or that
expenditures will result in profit or growth of our business. Our limited operating
experience, combined with the rapidly evolving nature
of the NFTAI marketmarkets in which we intend to operate, substantial uncertainty concerning how this
market may develop, and other economic factors
beyond our control reduce our ability to accurately forecast quarterly or annual revenue.
Failure to manage our current and future growth
effectively could have an adverse effect on our business, operating results, and financial
condition. Our business should be considered
in light of the risks, expenses, and difficulties that we have encountered to date and will
continue to encounter.
We
have not yet developed a strong customer base
and we have not generated sustainable revenue since inception. We are subject to the substantial
risk of failure facing businesses seeking
to develop and commercialize new products and technologies. Maintaining and improving our Platform
platforms will require significant capital.
We will also incur substantial accounting, legal, and other overhead costs as a public company. If
our offerings to customers are unsuccessful,
result in insufficient revenue, or result in us not being able to sustain revenue, we will
be forced to reduce expenses, which may result
in an inability to gain new customers.
While
we expect to be able to generate operating revenues from the
sale of our video digital products, our operating revenues willare not be sufficient
to finance our operations including our marketing efforts.
Accordingly, we will need to obtain additional financing to operate and fully
implement our business plan and aggressive growth strategy.
There can be no assurance that any additional financing will be available
to us or, if available, that such financing will be on terms
acceptable to us. If we obtain additional financing through the issuance
of equity or convertible debt securities, it may be significantly
dilutive to our shareholders and such additional equity or convertible
debt securities may have rights, preferences, or privileges senior
to those of our Common Stock. In addition, our ability to issue debt
securities or to service any debt may also be limited by our inability
to generate consistent cash flow. If additional financing is not
available on acceptable terms, we may not be able to fund our on-going operations
or any future expansion of our business, develop
or enhance our products or services, or respond effectively to competitive pressures.
The inability to raise additional capital in the
future may force us to curtail future business opportunities or cease operations entirely.
As
we take steps in the commercialization and
marketing of our technologies, or respond to potential opportunities and/or adverse events,
our working capital needs may change. We
anticipate that if our cash and cash equivalents are insufficient to satisfy our liquidity requirements,
we will require additional funding
to sustain our ongoing operations and to continue our research and development activities. WeOn doJanuary not26, 2026, we entered into the ATM
haveAgreement with H. C. Wainwright and Co., LLC (“Wainwright”) under which we can offer and sell shares of our common stock
having an aggregate sales price of up to $5,600,000 through Wainwright as the sales agent pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-283758), including an accompanying base prospectus dated December 18,
2024 and prospectus supplements dated January 23, 2026 and February 4, 2026. Sales of shares of our common stock through Wainwright,
if any, will be made by any contractsmethod permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)
under the Securities Act of 1933, as amended. Wainwright will use commercially reasonable efforts to sell shares of the Company’s
common stock from time to time, based on instructions from the Company (including any price, time or commitmentssize limits or other parameters
or conditions we may impose). We will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from the sales of shares
of the Company’s common stock sold through Wainwright under the ATM Agreement and will also reimburse Wainwright for additionalcertain funding,specified
expenses andin thereconnection with the ATM Agreement. There can be no assurance that financing will be available in amounts or
on terms acceptable
to us, if at all, if needed. The inability to obtain additional capital will restrict our ability to grow and may
reduce our ability
to conduct business operations. If we are unable to obtain additional financing to finance a revised growth plan,
we will likely be required
to curtail such plans or cease our business operations. Any additional equity financing may involve substantial
dilution to our then
existing shareholders.
We
have incurred significant losses and negative
operating cash flow from inception and may continue to incur significant losses and negative
operating cash flow into the future. In
order to reach our business growth objectives, we expect to incur significant sales, marketing,
software development and other operating
costs, including costs associated with the expansion of our personnel. As a result, we will
need to generate and grow our revenues significantly
to achieve positive cash flow and profitability. There can be no assurance that
we will be successful in generating and increasing our
revenues or that we can achieve or maintain positive cash flow or profitability. On December 31, 2025, we had a cash balance of $840,499,
Thehad uncertaintiesshort-term regardinginvestments of $11,345,187, and had working capital of $11,919,230. During the commencementyear ended December 31, 2025, we used net
cash in operations of adequate$3,853,757. commercialUntil revenuessuch raisetime substantialthat doubtwe aboutimplement our abilitygrowth strategy, we expect to continue asto generate operating
losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a goingpublic concern.company. We
believes that our existing working capital and cash on hand will provide sufficient cash to enable us to meet our operating needs and
debt requirements for the next twelve months from the issuance date of this report.
We may utilize artificial intelligence, which exposes us to liability and affects our business.
We use, or may in the future use, artificial intelligence, generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) in connection with our business. The use of AI is still a relatively new and emerging technology, and the introduction and incorporation of AI may expose us to additional risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs. For example, AI algorithms and machine learning methods may contain flaws, raising ethical and legal concerns, such as unintentional bias in credit decisions. Additionally, the complexity and fast-paced evolution of AI present significant challenges, especially as we compete with other companies in this space. We may not always succeed in identifying or resolving problems before they emerge. AI-related challenges, including potential government regulations, flaws, or other deficiencies, could further complicate our efforts and adversely affect our business.
The use of new and evolving technologies, such as artificial intelligence, in our business may result in spending material resources and presents risks and challenges that can impact our business including by posing security and other risks to our confidential and/or proprietary information, including personal information, and as a result we may be exposed to reputational harm and liability.
We may use and integrate artificial intelligence into our business processes, and this innovation presents risks and challenges that could affect its adoption, and therefore our business. The use of AI presents risks and challenges that could adversely affect our business and reputation, including cybersecurity, data privacy, IT, confidentiality, regulatory, legal, operational, competitive, reputational, intellectual property and other risks. Specifically, risks related to accuracy, bias, AI hallucinations, discrimination, harmful content, misinformation, fraud, scams, targeted attacks (including model poisoning or data poisoning), surveillance, data leakage, bias and inequality, environmental and other harms may flow from our development or use of AI technologies. For example, use of certain AI tools may increase the risk of unauthorized disclosure of confidential information, compromise of proprietary intellectual property, or inadvertent inclusion of third-party intellectual property or other protected material, which could result in disputes or claims of infringement.
Additionally, government and supranational regulation related to AI is evolving as new laws and regulations are implemented globally and could increase the operational cost of compliance, including through requirements related to transparency, accountability, risk management, human oversight, and data governance. We expect to see increasing regulation related to AI governance, use and ethics, which may also significantly increase the burden and cost of research, development and compliance in this area. For example, the EU’s Artificial Intelligence Act (“AI Act”) - the world’s first comprehensive AI law -entered into force on August 1, 2024, with most important provisions scheduled to become effective on August 1, 2026. As currently enacted, the AI Act imposes significant obligations on providers and deployers of high-risk AI systems and general purpose AI models, and encourages providers and deployers of AI systems to account for EU ethical principles when developing and using AI technology. The scope of requirements depends on legal and risk determinations that rely on novel legal provisions that have not yet been fully interpreted by courts or regulators, and non-compliance can lead to significant fines.
In the U.S., the regulatory environment is complex and uncertain. Over the past year, states have advanced, and in some cases passed, dozens of laws focusing on AI governance and regulation, including deployment of AI in healthcare settings. At the Federal level, the current executive administration has endorsed a federal moratorium on the enforcement of state AI laws, including through a December 11, 2025, executive order on “Ensuring a National Policy Framework for Artificial Intelligence.” So far, these efforts have not been successful at curtailing state action on AI regulation, contributing to a complicated legislative patchwork, which may be litigated in state and federal courts. In addition, there is continued uncertainty regarding the application of existing federal and state legal frameworks to uses and development of AI, and legal norms and market standards regarding AI continue to evolve. For example, various federal and state regulators have issued guidance and focused enforcement efforts on the use of AI in regulated sectors. The FDA, for example, issued guidance on the use of artificial intelligence in medical devices, requiring detailed risk management and review processes to obtain approvals. The FDA has further issued, for example, draft guidance on the use of AI in regulatory decision-making for drug and biological products that centers on the context of use while establishing a credibility assessment framework for establishing and evaluating AI model outputs intended to support regulatory decision-making. If we develop or use AI systems that are governed by these laws or regulations, including as informed by regulatory guidance, we will need to meet higher standards of data quality, transparency, and human oversight, and we would need to adhere to specific, potentially burdensome and costly ethical, accountability, and administrative requirements. We may also be subject to significant enforcement or litigation in the event of any perceived non-compliance.
The rapid evolution of AI will require the application of significant resources to design, develop, test and maintain our products and services to help ensure that AI is implemented in accordance with applicable law and regulation and in a socially responsible manner and to minimize any real or perceived unintended harmful impacts. Our vendors may in turn incorporate AI tools into their offerings, and the providers of these AI tools may not meet existing or rapidly evolving regulatory or industry standards, including with respect to privacy and data security. Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving theft and misuse of personal information, confidential information and intellectual property. In addition, the use of generative AI models in our internal or third-party systems may create new attack surfaces or methods for adversaries, which could impact us and our vendors. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to breach applicable laws and regulations, and adversely impact our business, financial condition and results of operation.
Our
Platform is currently under development and no assurance can be given that our Platform will be accepted by others or generate sufficient
interest.
Our
proposed Platform is currently under development. It is our intent that the Platform will (i) support our owned-and-operated games;
(ii) provide third-party game creators and publishers with the ability to integrate our NFT infrastructure; and (iii) create
a unified environment where all the games and users on the Platform can participate in promotions, opportunities, and various experiences.
Failure to develop a robust gaming platform will adversely affect our business objectives.
The impact on our industry of the development and deployment of artificial intelligence in the workplace is unknown, and potential changes in work spaces and work patterns could impact order volume and adversely affect our business and financial results.
As companies of all sizes evaluate and deploy artificial intelligence technologies, our customers may begin to change or adapt their work patterns, workplace needs, and approach to workspace design and furniture procurement. The impact of end users’ integration of AI on our industry is unknown, and there can be no assurance that the use of AI will benefit our business or profitability. Further, we may face competition from other companies that are developing AI technologies to improve specification and procurement process, potentially including accelerated quoting, improved accuracy, targeted product selection, and vendor coordination. If we are unable to integrate AI to increase efficiency and reduce costs for our trade partners and end users, our business may be adversely affected.
The
Platform is based on new and unproven technologies and is subject to the risks of failure inherent in the development of new products
and services.
Because
the Platform is based on certain new technologies, it is subject to risks of failure that are particular to new technologies, including
the possibility that:
Digital
ecosystems, including offerings of digital assets, is evolving, and uncertain, and new regulations or policies may materially adversely
affect our development.
The
technologies supporting these digital assets like blockchain and NFTs are new and rapidly evolving. To the extent these technologies
become more widely utilized in the industry, our revenues could be negatively impacted. If we fail to explore these new technologies
and apply them innovatively to keep our products and services competitive, we may not experience significant growth of our business.
Regulation of digital assets like cryptocurrencies, blockchain technologies, NFTs, and cryptocurrency exchanges is currently underdeveloped
and likely to rapidly evolve as government agencies take greater interest in them. Regulation also varies significantly among international,
federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States
and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility
of tokens generally and the technology behind them or the means of transacting in or transferring them. The regulatory regime governing
blockchain technologies, NFTs, cryptocurrencies, digital assets, utility tokens, security tokens and offerings of digital assets is uncertain,
and new regulations or policies may materially adversely affect our development and our value if we materially embrace digital assets
and cryptocurrencies in the future.
Marketplace
demand of the NFTs is unpredictable.
The
appetite in the marketplace is unpredictable as it is related to NFTs and may change over time. The trading of NFTs in the open market
and use in gameplay are based purely on marketplace demand.
We
may not be able to adequately evaluate the risks associated with our planned NFT platform.
The
Platform may not be successful and may expose us to legal, regulatory, and other risks. Given the nascent and evolving nature of cryptocurrencies,
NFTs, and blockchain technology, we may be unable to accurately anticipate or adequately address such risks or the potential impact of
such risks. The occurrence of any such risks could materially and adversely affect our business, financial condition, results of operations,
reputation, and prospects.
As
the market for NFTs is relatively nascent, it is difficult to predict how the legal and regulatory framework around NFTs will develop
and how such developments will impact our business and the Platform. Further, market acceptance of NFTs is uncertain as buyers may be
unfamiliar or uncomfortable with digital assets generally, how to transact in digital assets, or how to assess the value of NFTs. The
launch of the Platform also subjects us to risks similar to those associated with any new platform offering, including, but not limited
to, our ability to accurately anticipate market demand and acceptance, our ability to successfully launch our new offering, creator and
buyer acceptance, technical issues with the operation of the Platform, and legal and regulatory risks as discussed above. We believe
these risks may be heightened with respect to the Platform, as NFTs are still considered a relatively novel concept. If we fail to accurately
anticipate or manage the risks associated with the Platform or with our facilitation of crypto asset transactions, or if we directly
or indirectly become subject to disputes, liability, or other legal or regulatory issues in connection with the Platform or crypto asset
transactions, the Platform may not be successful and our business, financial condition, results of operations, reputation, and prospects
could be materially harmed.
Our
business is subject to economic, market,
public health, and geopolitical conditions which are beyond our control. The United States
and other international economies have
experienced cyclical downturns from time to time. Worsening economic conditions that negatively
impact discretionary consumer spending
and consumer demand, including inflation, slower growth, recession, and other macroeconomic conditions,
including those resulting from
public health outbreaks such as the COVID-19t pandemic and geopolitical issues could have a material
adverse impact on our business and operating
results.
Increasing
gas fees on Polygon could materially affect our revenues.
Users
must pay gas fees on NFT platforms when minting NFTs. Gas fees are transaction fees specific to the Ethereum (“ETH”) blockchain
network. The fee is determined by the number of transactions on the protocol and type of computations required to verify transactions;
the greater the popularity, the greater the fee. Increased traffic can also lead to scalability problems which may also push gas fees
higher. To mitigate this risk we have chosen to build our NFTs on the Polygon network and to strategically price our NFTs. Gas fees on
Polygon are significantly cheaper than that of the most widely used blockchain network, Ethereum. We do not currently anticipate any
material changes in gas prices on the Polygon network that would affect our business model. However, if gas prices on the Polygon network
become too high, then demand for our NFTs could decrease and we could potentially lose existing and potential customers to competitors
with cheaper fees. This would materially and adversely affect our revenues and thereby the success of our business.
The
Platform may raise issues regarding third party intellectual property rights.
NFTs
raise various intellectual property law considerations, including adequacy and scope of assignment, licensing, transfer, copyright, and
other right of use issues. The creator of an NFT will often have all rights to the content of the NFT and can determine what rights to
assign to a buyer, such as the right to display, modify, or copy the content. To the extent we are directly or indirectly involved in
a dispute between creators and buyers on the Platform, it could materially and adversely affect the success of the Platform and harm
our business and reputation.
The
Platform may face cybersecurity risks.
NFTs
in general, and the Platform specifically, may also be an attractive target for cybersecurity attacks. For example, a perpetrator could
seek to obtain the private key associated with a digital wallet holding an NFT to access and sell the NFT without valid authorization,
and the owner of the NFT may have limited recourse due to the nature of blockchain transactions and of cybercrimes generally. NFT marketplaces,
including the Platform, may also be vulnerable to attacks where an unauthorized party acquires the necessary credentials to access user
accounts. The safeguards we have implemented or may implement in the future to protect against cybersecurity threats may be insufficient.
If the Platform were to experience any cyberattacks, it could negatively impact our reputation and market acceptance of our platform.
Digital
ecosystems, including offerings of digital assets, are evolving, and uncertain, and new regulations or policies may materially adversely
affect our development.
The
technologies supporting these digital assets like blockchain and NFT are new and rapidly evolving. To the extent these technologies become
more widely utilized in the industry, our revenues could be negatively impacted. If we fail to explore these new technologies and apply
them innovatively to keep our products and services competitive, we may not experience significant growth of our business. Regulation
of digital assets like, cryptocurrencies, blockchain technologies, NFTs and cryptocurrency exchanges, is currently underdeveloped and
likely to rapidly evolve as government agencies take greater interest in them. Regulation also varies significantly among international,
federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States
and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility
of tokens generally and the technology behind them or the means of transacting in or transferring them. The regulatory regime governing
blockchain technologies, NFTs, cryptocurrencies, digital assets, utility tokens, security tokens and offerings of digital assets is uncertain,
and new regulations or policies may materially adversely affect our development and our value if we materially embrace digital assets
and cryptocurrencies in the future.
Risks
Related to Digital Assets
The
sale of NFTs on the Platform could be determined to be the unregistered sale of securities.
There
is regulatory uncertainty with respect to whether certain NFTs could be considered securities. If NFTs sold on the Platform were deemed
to be securities, we may be found to be in violation of securities laws for engaging in transactions regarding unregistered securities.
Such a determination could lead to an enforcement action by the SEC and result in fines and other penalties, which will have a negative
impact on our business.
Risks
relating to our decision to accept cryptocurrency as a form of payment may subject us to exchange risk and additional tax and regulatory
requirements.
We
currently plan to accept Bitcoin and Ethereum, as a form of payment for purchases on the Platform, in which case we would be subject
to additional regulatory requirements. We do not currently plan to accept any other cryptocurrencies as a form of payment.
Cryptocurrencies
are not currently considered legal tender or backed by any government. The prices of digital assets have been in the past and may continue
to be highly volatile, including as a result of various associated risks and uncertainties. For example, the prevalence of such assets
is a relatively recent trend, and their long-term adoption by investors, consumers and businesses is unpredictable. Moreover, their
lack of a physical form, their reliance on technology for their creation, existence and transactional validation and their decentralization
may subject their integrity to the threat of malicious attacks and technological obsolescence. As intangible assets without centralized
issuers or governing bodies, digital assets have been, and may in the future be, subject to security breaches, cyberattacks or other
malicious activities, as well as human errors or computer malfunctions that may result in the loss or destruction of private keys needed
to access such assets.
We
will not accept such cryptocurrency payments directly, but plan to use a third-party vendor to accept and process any such cryptocurrency
payments on our behalf. Such third-party vendor may then immediately convert the cryptocurrency into U.S. dollars so that we
would receive payment in U.S. dollars. However, the regulatory environment covering the acceptance of cryptocurrencies is still
evolving and the extent to which we would be responsible for any decrease in the value of such cryptocurrencies after the customer has
tendered the funds but prior to its delivery to us in U.S. dollars has not been established.
We
may also hold cryptocurrencies directly, and we have exchange rate risk in the amounts we hold as well as the risks that regulatory or
other developments may adversely affect the value of the cryptocurrencies we hold. There is substantial uncertainty regarding legal and
regulatory requirements relating to cryptocurrencies or transactions utilizing cryptocurrencies. These uncertainties, as well as potential
accounting and tax issues, or other requirements relating to cryptocurrencies could have a material adverse effect on our business.
Furthermore,
it is unclear the extent to which accepting Bitcoin and Ethereum would subject us to additional money laundering regulations, “Know
Your Customer” (“KYC”) procedures or other laws or to additional taxation. If we fail to comply with prohibitions applicable
to us, we could face regulatory or other enforcement actions and potential fines and other consequences.
We
rely on third parties for certain aspects of our business, which creates additional risk.
We
rely on third parties for certain aspects of our business, including payment service providers and digital wallets to process transactions.
We may not manage to comply with our agreement with third parties or these third parties may refuse to process transactions adequately,
may breach their agreements with us, may refuse to renew agreements on commercially reasonable terms, take actions that degrade the functionality
of our services, impose additional costs, new licenses or other requirements on us, or give preferential treatment to competitive services
or suffer outages in their systems, any of which could disrupt our operations and materially and adversely affect our business, financial
condition and results of operations. Some third parties that provide services to us may have or gain market power and could increase
their prices to us without competitive constraint. In addition, there can be no assurance that third parties that provide services directly
to us will continue to do so on acceptable terms, or at all, or will not suffer from outages to their systems. If any third parties were
to stop providing services to us on acceptable terms, we may be unable to find alternative providers in a timely and efficient manner
and on acceptable terms, or at all, which could materially adversely affect our business, financial condition, and results of operations.
Our
crypto assets may be subject to loss, damage, theft or restriction on access. Further, digital asset exchanges on which crypto assets
trade are relatively new and largely unregulated, and thus may be exposed to fraud and failure. Incorrect or fraudulent cryptocurrency
transactions may be irreversible.
We
plan to use a third party payment service provider to process any transactions involving payment for our NFTs with digital currencies.
In addition, we intend to purchase and hold MATIC, in increments as needed, solely for the purpose of paying the fees associated with
minting our NFTs on the Polygon network. Our intention is to immediately convert all cryptocurrency received as payment to cash. In addition,
we intend to hold only the minimal amount of MATIC required to interact with the blockchain as part of our core business of minting NFTs,
and we do not intend to accept MATIC as a form of payment or to hold MATIC as a long term asset. We are currently in the process of selecting
the right custodian for our crypto assets and do not have any custody arrangements. There is a risk that part or a portion or all of
our crypto assets could be lost, stolen or destroyed. Crypto assets are stored in crypto asset sites commonly referred to as “wallets”
which may be accessed to exchange a holder’s crypto assets. Access to our crypto assets could also be restricted by cybercrime
(such as a denial of service attack) against a service at which we maintain a hosted wallet. We believe that our crypto assets will be
an appealing target to hackers or malware distributors seeking to destroy, damage or steal our crypto assets. Hackers or malicious actors
may attempt to steal our crypto assets, such as by attacking such network source code, exchange miners, third-party platforms, storage
locations or software, our general computer systems or networks, or by other means. Access to our crypto assets could also be restricted
by natural events (such as an earthquake or flood) or human actions (such as a terrorist attack). Any of these events may adversely affect
our operations and, consequently, our investments and profitability and we cannot guarantee that we will prevent loss, damage or theft,
whether caused intentionally, accidentally or by act of God. The loss or destruction of a private key required to access our digital
wallets may be irreversible and we may be denied access for all time to our crypto asset holdings. Our loss of access to our private
keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.
It
is possible that, through computer or human error, theft or criminal action, our crypto assets could be transferred in incorrect amounts
or to unauthorized third parties or accounts. In general, Bitcoin transactions are irrevocable, and stolen or incorrectly transferred
cryptocurrencies may be irretrievable, and we may have extremely limited or no effective means of recovering such Bitcoins.
Digital
asset payment service providers and exchanges on which cryptocurrencies trade are relatively new and, in most cases, largely unregulated.
Many digital asset payment service providers and/or exchanges do not provide the public with significant information regarding their
ownership structure, management teams, corporate practices or regulatory compliance. As a result, the marketplace may lose confidence
in, or may experience problems relating to, cryptocurrency payment service providers and/or exchanges, including prominent exchanges
handling a significant portion of the volume of digital asset trading. During 2022, a number of companies in the crypto industry have
declared bankruptcy, including ore Scientific Inc., Celsius Network LLC (“Celsius”), Voyager Digital Ltd., Three Arrows Capital,
BlockFi Lending LLC, and FTX Trading Ltd. (“FTX”). In June 2022, Celsius began pausing all withdrawals and transfers between
accounts on its platform, and in July 2022, it filed for Chapter 11 bankruptcy protection. Further, in November 2022, FTX, one of the
major cryptocurrency exchanges, also filed for Chapter 11 bankruptcy. Such bankruptcies have contributed, at least in part, to further
price decreases in most crypto assets, a loss of confidence in the participants of the digital asset ecosystem and negative publicity
surrounding digital assets more broadly, and other participants and entities in the digital asset industry have been, and may continue
to be, negatively affected. These events have also negatively impacted the liquidity of the digital assets markets as certain entities
affiliated with FTX engaged in significant trading activity.
We
have not been directly impacted by any of the recent bankruptcies in the crypto asset space, as we have no contractual privity or relationship
to the relevant parties. However, we are dependent on the overall crypto assets industry with respect to any transactions involving payment
for our NFTs with digital currencies and for the digital currencies needed by us to pay the fees associated with minting our NFTs, and
such recent events may contribute, at least in part, to decreases and volatility to our stock price as well as the price of most crypto
assets. If the liquidity of the digital assets markets continues to be negatively impacted, digital asset prices (including the price
of bitcoin) may continue to experience significant volatility and confidence in the digital asset markets may be further undermined.
A perceived lack of stability in the digital asset market and the closure or temporary shutdown of digital asset payment service providers
and/or exchanges due to business failure, hackers or malware, government-mandated regulation, or fraud, may reduce confidence in
digital asset networks and result in greater volatility in cryptocurrency values. These potential consequences of a digital asset payment
service provider’s and/or exchange’s failure could adversely affect an investment in us.
We
intend to safeguard and keep private custodian our digital assets by utilizing storage solutions provided by a custodian, which will
likely require multi-factor authentication. While we are confident in the security of our digital assets that will be held by our
custodian, given the broader market conditions, there can be no assurance that other crypto asset market participants, including our
custodian, will not ultimately be impacted by recent market events. If our custodian were to limit or halt services, we would need to
find another custodian. While we have not been directly impacted by any of the recent bankruptcies in the crypto asset space as we had
no contractual privity or relationship to the relevant parties, we are dependent on the overall industry perception tied to these recent
bankruptcy events, and this may be reflected in our stock price as well as the price of Bitcoin and other crypto assets. We continue
to monitor the digital assets industry as a whole, although these events are continuing to develop and it is not possible at this time
to predict all of the risks stemming from these events that may result to us, our service providers, including digital asset payment
service providers, custodians and wallets, our counterparties, and the broader industry as a whole.
Any
of these events may adversely affect our operations and results of operations and, consequently, an investment in us.
If
our current, or any of our future, custodians file for bankruptcy, crypto assets held in their custody could be determined to be property
of a bankruptcy estate and we could be considered a general unsecured creditor thereof.
The
treatment of bitcoins and other crypto assets held by custodians that file for bankruptcy protection is uncharted territory in U.S. Bankruptcy
law. We cannot say with certainty whether bitcoins and other crypto assets held in custody by a bankrupt custodian would be treated as
property of a bankruptcy estate and, accordingly, whether the owner of that bitcoin would be treated as a general unsecured creditor.
Malicious
actors could manipulate distributed ledger networks and smart contract technology upon which digital assets rely and increase the vulnerability
of the distributed ledger networks.
If
a malicious actor, including a state-sponsored actor, is able to hack or otherwise exert unilateral control over a particular distributed
ledger network, or the digital assets on such a network, that actor could attempt to divert assets from that distributed ledger or otherwise
prevent the confirmation of transactions recorded on that distributed ledger.
Such
an event could materially and adversely affect our business. Digital assets have been the subject of attempted manipulation by hackers
to use them for malicious purposes. For example, misuses could occur if a malicious actor obtains a majority of the processing power
controlling the digital asset validating activities and altering the distributed ledger on which digital asset transactions rely. Moreover,
if the award for solving transaction blocks for a particular digital asset declines, and transaction fees are not sufficiently high,
the incentive to continue validating distributed ledger transactions would decrease and could lead to a stoppage of validation activities.
The collective processing power of that distributed ledger would be reduced, which would adversely affect the confirmation process for
transactions by decreasing the speed of the adaptation and adjustment in the difficulty for transaction block solutions. Such slower
adjustments would make the distributed ledger network more vulnerable to malicious actors’ obtaining control of the processing
power over distributed ledger network processing.
The
network contributors for certain Digital Assets could propose amendments to the network protocols and software for Digital Assets that,
if accepted and authorized by the network for the Digital Assets, could adversely affect the Platform.
The
networks for certain digital assets are based on a protocol governing the peer-to-peer interactions between computers connected
to each other within that network. The development team for a network (if any) might propose and implement amendments to a network’s
source code through software upgrades altering the original protocol, including fundamental ideas such as the irreversibility of transactions
and limitations on the validation of blockchain software distributed ledgers. Such changes to original protocols and software could materially
and adversely affect our business.
We
currently support, and expect to continue to support, certain smart contract-based crypto assets. If the underlying smart contracts for
these crypto assets do not operate as expected, they could lose value and our business could be adversely affected.
Management's Discussion & Analysis (MD&A)
New heading “Revenue recognition”
New heading “Advertising and marketing”
New heading “Net loss and net loss attributable to common shareholders”
Removed heading “Impairment loss”
Largest changes
“In 2023, we launched our own proprietary games that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, that can be utilized across the network of games and platform that we intend to build. As of December 31, 2025, we have launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle AI and Gaxos AI Puzzle. …”see in full comparison
“In 2023, we launched our own proprietary games that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, that can be utilized across the network of games and platform that we intend to build. As of December 31, 2023, we have launched four games, Space Striker AI, Brawl Bots, BattleFleet AI, and Jigsaw Puzzle AI. …”see in full comparison
“In September 2024, we launched a transformative generative AI service that empowers game developers and publishers. …”see in full comparison
“In May 2025, we launched UnGPT.ai, a new tool designed to enhance text generated by artificial intelligence, making it sound more natural and human-like. UnGPT features a real-time rewriting engine that transforms machine-generated content while preserving meaning and context. The tool employs a proprietary multi-pass transformation model that surpasses existing AI detection tools, addressing the growing demand for high-quality, undetectable output, especially in sensitive industries.”see in full comparison
“On January 26, 2026, we entered into the ATM Agreement with H. C. Wainwright and Co., LLV (“Wainwright”) under which the Company could offer and sell shares of its common stock having an aggregate sales price of up to $5,600,000 through Wainwright as the sales agent pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-283758), including an accompanying base prospectus dated December 18, 2024 and prospectus supplements dated January 23, 2026 and February 4, 2026. …”see in full comparison
Full comparison: every changed paragraph (54)
You
should read the following discussion and
analysis of our financial condition and plan of operations together with “Summary Financial
Data” and our financial statements
and the related notes appearing elsewhere in this Annual Report on Form 10-K. In addition to
historical information, this discussion
and analysis contains forward-looking statements that involve risks, uncertainties
and assumptions. Our actual results may
differ materially from those discussed below. Factors that could cause or contribute to such
differences include, but are not limited
to, those identified below, and those discussed in the section titled “Risk Factors”
included elsewhere in thisour Annual Report on Form
10-K 10-K.as filed with the SEC. All amounts in this report are in U.S. dollars, unless otherwise noted.
Gaxos.AI is a technology company focused on reshaping the way people interact with artificial intelligence across everyday life and high-impact industries. More than a developer of applications, Gaxos.AI is building a portfolio of AI-powered solutions designed to make advanced technology more practical, accessible, and transformative. The company’s growing portfolio spans defense, health and wellness, entertainment, and productivity—bringing intelligent tools to markets where innovation can drive meaningful real-world outcomes.
We
are a technology-based company that is developing applications aimed at redefining the way we utilize artificial intelligence (“AI”)
to optimize the user experience. We are committed to addressing the need for AI solutions in both health and entertainment.
Gaxos Labs, launched in September 2024, is the Gaxos.AI product studio developing and launching AI applications across fast-moving sectors.
In September 2024, we launched a transformative generative AI service that empowers game developers and publishers. Key features of the product include AI-powered creativity that reduces creative asset development time from hours to minutes, enabling rapid prototyping and fast experimentation with different designs; monetization tools that allow publishers to offer AI-generated assets for player customization; seamless plug-and-play integration with Unity and Godot for effortless adoption into existing workflows; a flexible API that connects to any game development engine and supports builds for any platform, including mobile and PC; dynamic content generation through our User-Generated-AI-Content (UGAiC) feature, which lets gamers use AI in real time to create fresh experiences with every playthrough; and customized solutions ranging from personalized AI models for image and sound generation to expert consulting services tailored to the unique needs of each developer.
In May 2025, we launched UnGPT.ai, a new tool designed to enhance text generated by artificial intelligence, making it sound more natural and human-like. UnGPT features a real-time rewriting engine that transforms machine-generated content while preserving meaning and context. The tool employs a proprietary multi-pass transformation model that surpasses existing AI detection tools, addressing the growing demand for high-quality, undetectable output, especially in sensitive industries.
In August 2025, we launched Art-Gen.AI, an AI image and video creation platform that makes pro-grade content effortless for anyone, anywhere. Art-Gen combines state-of-the-art AI models from industry leaders including Google, Stability AI, and PixVerse with Gaxos’ proprietary enhancements to deliver unmatched creative speed, detail, and flexibility. With just a simple text prompt or reference image, users can instantly produce cinematic visuals, hyper-realistic imagery, or animated video content at a fraction of traditional production time and cost., In December 2025, we launched Bible Pray AI, a personalized, AI-powered spiritual growth platform designed to help users deepen faith, strengthen daily devotion, and apply scripture for greater peace, clarity, and purpose. Bible Pray AI represents our strategic expansion into the rapidly growing digital faith, mental wellness, and personal development economy, a sector supported by hundreds of millions of engaged global users seeking guided spiritual content, daily motivation, and community-based worship experiences.
Gaxos Labs, launched in September 2024, is a transformative
generative AI service that empowers game developers and publishers. Key features of the product include:
In
2023, we launched our own proprietary games that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize
their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, that can be utilized across
the network of games and platform that we intend to build. As of December 31, 2023, we have launched four games, Space Striker AI, Brawl
Bots, BattleFleet AI, and Jigsaw Puzzle AI. Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting
space action in the players AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer
the galaxy all within a dynamic free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players,
in solo play or teams. Each player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet
AI is a take on the classic Battleship game with AI elements that allow gamers to design their ships. Jigsaw Puzzle AI lets gamers solve
preloaded jigsaw puzzles as well as design and solve new jigsaw puzzles using AI.
On September 23, 2024, the Companywe formed a wholly-owned
subsidiary, RNK Health LLC (“RNK Health”), to form a partnership and potential relationship with Nekwellness, LLC (“Nekwellness”)
to engage in the proposed business of marketing certain health-related products.products including peptides and supplements. On October 10, 2024, the Company,
RNK Health and Nekwellness
entered into an operating agreement with respect to the regulation and management of the affairs of RNK Health
and, as of such date, the
Company owns a 70% membership interest in RNK Health and Nekwellness owns a 30% membership interest in RNK
Health. RNK Health is currently
providing access to GLP-1certain medicationsmedications, such as injectablesupplements and oralother Semaglutidewellness products and Terzepatide, and intends to add other products such
as testosterone replacement therapy (TRT)services.
In 2023, we launched our own proprietary games that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, that can be utilized across the network of games and platform that we intend to build. As of December 31, 2025, we have launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle AI and Gaxos AI Puzzle. Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting space action in the players AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer the galaxy all within a dynamic free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players, in solo play or teams. Each player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet AI is a take on the classic Battleship game with AI elements that allow gamers to design their ships. Gaxos AI Puzzle and Jigsaw Puzzle AI lets gamers solve preloaded jigsaw puzzles as well as design and solve new jigsaw puzzles using AI.
Intangible
assets, consisting of software licenseslicenses,
technology licenses, and technology licenses,software, are carried at cost less accumulated amortization, computed using the
straight-line method over the
estimated useful life of 5 years, less any impairment charges. We test intangible assets for impairment
whenever events or changes in
circumstances indicate that the carrying value of an asset or asset group may not be recoverable. Recoverability
of assets is determined
by comparing the estimated undiscounted future cash flows of the asset or asset group to their carrying amount.
If the carrying value
of the assets exceeds their estimated undiscounted future cash flows, an impairment loss would be determined as
the difference between
the fair value of the assets and its carrying value. Typically, the fair value of the assets would be determined
using a discounted cash
flow model which would be sensitive to judgments of what constitutes an asset group and certain assumptions such
as estimated future
financial performance, discount rates, and other assumptions that marketplace participants would use in their estimates
of fair value.
There have been no material changes in the underlying assumptions and estimates used in these calculations in the relevant
period. The
accounting estimate related to asset impairments is highly susceptible to change from period to period because it requires management
management to make assumptions about the existence of impairment indicators and cash flows over future years. These assumptions impact
the amount
of an impairment, which could materially adversely impact the consolidated statements of operations.
Revenue recognition
The Company follows Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASC 606 requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and requires certain additional disclosures.
In accordance with ASU Topic 606 - Revenue from Contracts with Customers, the Company recognizes revenue in accordance with that core principle by applying the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
The Company generates revenues from the following sources:
During
the year ended December 31, 2024,2025, we generated
revenues of $1,933,030 primarily from revenues generated through RNK Health for providing non-clinical services to support patient care
of $1,509,886. Additionally, during the year ended December 31, 2025, we generated revenues of $4,027 primarily$1,124 from the sale of health coaching
packages to itsour customers.customers, revenue of $421,995 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications, and
revenue of $25 from in-app games items. Health coaching packages consist of a series of lab tests and personal health coaching sessions.
During the year ended December 31, 2023,
2024, we generated revenue of $256.$4,027 consisting of $3,952 from the sale of health coaching packages
to our customers, revenue of $42 from subscription services, and revenue of $33 from in-app games items. Once we achieve a critical mass
of users, we plan to offer new features and to charge fees in order to
generate revenues from these added features.
During the years ended December 31, 2025 and 2024, revenues consisted of the following:
During
the yearsyear ended December 31, 20242025 and 2023, 2024,
we incurred operating expenses of $3,707,632$6,849,556 and $4,015,541,$3,707,632, respectively, aan decreaseincrease of
$307,909, $3,141,924, or 7.7%.84.7%. Operating expenses consisted
of the following:
We
enter into agreements with third-party developers
that require us to make payments for game and software development services upon
reaching the application development stage. In exchange
for our payments, we receive the exclusive publishing and distribution rights
to the finished game titletitles and AI software. During the
preliminary project stage and prior to the application development stage of the product,
we record any costs incurred by third-party developers
as research and development expenses.
We capitalize all development and production service payments to third-party developers as internal-use software development costs and licenses once we reach the application development stage.
During the year ended December 31, 2025 and 2024, we reported research and development fees of $993,671 and $996,487, respectively, a decrease of $2,816, or 0.3%.
The decreases are primarily due to a decrease in outside development costs incurred in connection with the development of Gaxos Games, offset by an increase in outside development costs incurred in connection with the development of Gaxos Labs, Gaxos Health and RNK Health platforms. We expect research and development expenses to increase in the future as development of Gaxos Labs, Gaxos Health and RNK Health accelerates.
We
capitalize all development and production service payments to third-party developers as internal-use software development costs
and licenses once we reach the application development stage. During the years ended December 31, 2024 and 2023, we reported research
and development fees of $996,487 and $915,818, respectively, an increase of $80,669, or 8.8%. The increase is primarily due to an increase
in outside development costs incurred in connection with the development of Gaxos Health platforms offset by a decrease in outside development
costs incurred in connection with the development of Gaxos Games. We expect research and development expenses to increase in the future
as development of Gaxos Games, Gaxos Health and RNK Health accelerates.
During
the yearsyear ended December 31, 20242025 and 2023, 2024,
compensation and related benefits amounted to $872,899$1,269,843 and $1,432,427,$872,899, respectively, aan decrease
increase of $559,528,$396,944, or 39.1%.45.5%. The decrease increase
during the year ended December 31, 20242025 compared to the year ended December 31, 20232024 was primarily
attributable to the decreaseincrease in accretionexecutive
officer bonuses paid of stock-based compensation related to issuance of stock options to executive officers, directors
and employees of $640,560, offset by$250,000, an increase in executivestock-based officercompensation of $30,070 from accretion of stock option expense, and an increase
in other employee compensation and related benefits of $81,032.$116,874.
During
the yearsyear ended December 31, 20242025 and 2023, 2024,
we incurred professional fees of $946,200$722,136 and $1,066,969,$946,200, respectively, a decrease of $120,769,
$224,064, or 11.3%,23.7%, primarily attributable to a decrease
in advisory fees of $240,261, a decrease in legal fees of $39,999, and a decrease in stock-based consulting fees attributable to the
accretion of stock-based consulting
fees related to issuance of stock options to consultants of $176,351, a decrease in investor relations fees of $323,620 and a decrease
in other professional fees of $16,152,$12,621, offset by an increase in legal accounting
fees of $33,213, an increase in accounting fees of $47,755, an
increase in advisory fees of $281,761,$23,546 and an increase in directorinvestor relations and recruiting fees of $32,625.$45,271.
Advertising and marketing
During the year ended December 31, 2025 and 2024, advertising and marketing amounted to $3,082,784 and $367,351, respectively, an increase of $2,715,433, or 739.2%.
The increase during the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily attributable to an increase in advertising and marketing fees of $2,335,207 in connection with the marketing of our RNK Health services and an increase in advertising and marketing fees of $380,226 in connection with the marketing of our Gaxos Labs subscription services.
Other general and administrative expenses consist of office expenses, insurance, listing fees, computer and interest expenses, travel expenses, amortization expense, lab service fees, and other general business expenses.
Other
general and administrative expenses consist of advertising and marketing expenses, office expenses, insurance, listing fees, computer
and interest expenses, travel expenses, amortization expense, and other general business expenses. During the yearsyear ended December 31,
2024 2025 and 2023, 2024,
we incurred other general and administrative expenses of $892,046$781,122 and $547,964,$524,695, respectively, an increase of $344,082,
$256,427, or 62.8%.48.9%. This
increase was primarily attributable to an increase in advertisingamortization and marketing feesexpense of $156,254$152,256 and an increase in other
general and administrative
expenses of $187,828.$104,171.
Impairment
loss
On
August 9, 2023 and effective August 1, 2023, the Company and Columbia University agreed to the termination of the Software and Patent
License Agreement between the Company and The Trustees of Columbia University in the City of New York, dated August 29, 2022. Accordingly,
as of December 31, 2023, we wrote off the remaining unamortized book value of the intangible asset of $52,363, and during the year ended
December 31, 2023, we recorded an impairment loss of $52,363, which is included in operating expenses on the accompanying statement of
operations and comprehensive loss. We did not record any impairment loss during the year ended December 31, 2024.
During
the years ended December 31, 20242025 and 2023,
2024, we reported a loss from operations of $3,703,605$4,916,526 and $4,015,285,$3,703,605, respectively, aan decrease
increase of $311,680,$1,212,921, or 7.8%.32.7%. The decrease increase
in loss from operations was due to aan decreaseincrease in compensation and related benefits, an increase in advertising and marketing expense
and an increase in general and administrative expensesexpenses, andoffset by a decrease
in impairmentprofessional loss,fees offset byand an increase in research and developmentrevenues, as discussed
above.
During
the years ended December 31, 20242025 and 2023,
2024, we reported other incomeincome, net of $279,322$634,279 and $67,188,$279,322, respectively, which primarily consisted of interest
income and arealized
and realizedunrealized gaingains on short-term investments in both years.
Net loss and net loss attributable to common shareholders
Net
loss
During
the years ended December 31, 2024 and 2023, our net loss amounted to $3,424,283 and $3,948,097, respectively, a decrease of $523,814,
or 13.3%. During the years ended December 31, 20242025 and 2023,
2024, our comprehensivenet loss amounted to $3,508,375,$4,282,247 and $3,424,283, respectively, an increase of $857,964, or a25.1%. During the years ended December
31, 2025 and 2024, our net loss perattributable to common
share ofshareholders $1.93amounted (basicto and diluted) and $3,852,312,$3,900,583, or a net loss per common share of $4.00$0.55 (basic
and diluted) and $3,418,197, or a net loss per common share of $1.92 (basic and diluted), respectively, aan decrease
increase of $343,937,$482,386, or 8.9%.14.1%.
On January 26, 2026, we entered into the ATM Agreement with H. C. Wainwright and Co., LLV (“Wainwright”) under which the Company could offer and sell shares of its common stock having an aggregate sales price of up to $5,600,000 through Wainwright as the sales agent pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-283758), including an accompanying base prospectus dated December 18, 2024 and prospectus supplements dated January 23, 2026 and February 4, 2026. Sales of shares of our common stock through Wainwright, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Wainwright will use commercially reasonable efforts to sell shares of the Company’s common stock from time to time, based on instructions from us (including any price, time or size limits or other parameters or conditions the Company may impose). We will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from the sales of shares of the Company’s common stock sold through Wainwright under the ATM Agreement and will also reimburse Wainwright for certain specified expenses in connection with the ATM Agreement.
From January 26, 2026 to March 5, 2026, we issued 3,096,481 shares of our common stock for net proceeds of approximately $5.4 million pursuant to the ATM Agreement.
For the year ended December 31, 2025, net cash used in operations was $3,853,757, which primarily resulted from our net loss of $4,282,247, adjusted for the add back of amortization expense of $204,698, stock-based compensation to employees and consultants of $136,891, a realized and unrealized gain on short-term investments of $51,992, and a realized loss on exchange of equity securities of $29,998, and changes in operating asset and liabilities such as an increase in accounts receivable of $76,247, an increase in prepaid expenses and other current assets of $93,940, a decrease in accounts payable of $68,686, an increase in accrued expenses of $218,840, and an increase in deferred revenues of $128,928.
For
the year ended December 31, 2023, net cash used in operations was $2,980,592, which primarily resulted from our net loss of $3,948,097,
adjusted for the add back of amortization expense of $10,649, stock-based compensation to employees and consultants of $936,354, a realized
gain on short-term investments of $(20,662), and impairment loss of $52,363, and changes in operating asset and liabilities such as an
increase in prepaid expenses and other current assets of $24,732, a decrease in accounts payable of $29,930, and an increase in accrued
expenses of $43,471.
For the year ended December 31, 2025, net cash used in investing activities was $9,703,543, which resulted from the purchase of short-term investments of $15,685,545 primarily consisting of corporate bonds and other equity securities, the purchase of software intangible assets of $500,000, an increase in capitalized internal-use software development costs of $83,050, and an increase in note receivable of $10,000, offset by proceeds received from the sale of short-term investments of $6,575,052.
For
the year ended December 31, 2023, net cash used in investing activities was $2,533,213, which resulted from the purchase of short-term
investments of $3,491,242 and an increase in capitalized internal-use software development costs of $56,971, offset by proceeds received
from the sale of short-term investments of $1,015,000.
For the year ended December 31, 2025, we did not have any cash flows from financing activities.
For
the year ended December 31, 2023, net cash provided by financing activities was $5,858,734. On February 17, 2023, we closed an IPO pursuant
to which we issued 1,686,755 of our common stock for gross proceeds of approximately $7 million and net proceeds of $5,958,470, after
deducting underwriting discounts and commissions, and offering expenses. Additionally, during the year ended December 31, 2023, we purchased
and cancelled 20,349 treasury shares for $99,736, or at an average price of $4.90 per share.
Our
ultimate success is dependent on our ability
to obtain additional financing and generate sufficient cash flow to meet our obligations
on a timely basis. We will require significant
amounts of capital to sustain operations, and we will need to make the investments we
need to execute our longer-term business plan to
support new technologies and help advance innovation. Absent generation of sufficient
revenue from the execution of our long-term business
plan, we will need to obtain debt or equity financing, especially if we experience
downturns in our business that are more severe or
longer than anticipated, or if we experience significant increases in expense levels
resulting from being a publicly-traded company or
from operations. Such additional debt or equity financing may not be available to us
on favorable terms, if at all. We plan to pursue
our plans with respect to the research and development of our products which will require
resources beyond those that we currently have,
ultimately requiring additional capital from third party sources. However, we believe
the net proceeds received infrom the IPO that closed in February 2023 and the capital raised duringDecember 2024
securities purchase agreements as discussed above will be sufficient to meet our financial
obligations for at least the next 12 months.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires entities to provide more detailed disaggregation of expenses in the income statement, focusing on the nature of the expenses rather than their function. The new disclosures will require entities to separately present expenses for significant line items, including but not limited to, depreciation, amortization, and employee compensation. Entities will also be required to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, disclose the total amount of selling expenses and, in annual reporting periods, provide a definition of what constitutes selling expenses. This pronouncement is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. We do not expect the adoption of this new guidance to have a material impact on our consolidated financial statements.
Management
does not believe that any other recently
issued, but not yet effective accounting pronouncements, if adopted, would have a material impact
effect on the accompanyingits consolidated financial statements.
What changed in the latest 10-Q
Risk Factors
Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 17, 2026 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks described in our Annual Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
Removed heading “Our Medial Partner’s telehealth business could be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to provide the full range of services in certain states.”
Removed heading “Our and our Medical Partner’s activities are subject to laws governing the provision of telehealth services, which could be subject to changes that result in additional operational complexity or increased costs.”
Removed heading “Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.”
Largest changes
“Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.”see in full comparison
“Our contractual arrangement with our Medical Partner is structured to comply with all applicable material laws, but, due to the uncertain regulatory environment and enforcement discretion, government regulators or enforcement agencies may determine that we or our Medical Partner are in violation of their laws and regulations. …”see in full comparison
“Our Medial Partner’s telehealth business could be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to provide the full range of services in certain states.”see in full comparison
“Our and our Medical Partner’s activities are subject to laws governing the provision of telehealth services, which could be subject to changes that result in additional operational complexity or increased costs.”see in full comparison
“Out Medical Partner and their providers are subject to laws governing the provision of telehealth services and the delivery of professional healthcare services more broadly. For example, some states limit the modality through which telehealth services are delivered, such as requiring synchronous (i.e. “live”) communication or curtailing asynchronous (“store-and-forward”) communication for certain telehealth services (e.g., prescribing certain types of medications). …”see in full comparison
“Moreover, the laws applicable to our operations are subject to change or reinterpretation, and continued compliance may require us to change our practices at significant expense. Additional expenses may increase future overhead, which could have a material adverse effect on our results of operations. Additionally, modifications to the services we offer may require us to comply with additional laws and regulations, obtain necessary licenses or certifications, or materially alter our operations—any of which may require incurring significant expenses to ensure compliance. …”see in full comparison
Full comparison: every changed paragraph (9)
Risk factors that affect our business and financial
results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31,
2025 as filed with the SEC on March 17, 2026 (“Annual Report”). There have been no material changes in our risk factors from
those previously disclosed in our Annual Report, except discussed below.Report. You should carefully consider the risks described in our Annual
Report, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are
not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also
may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our
business, financial condition, and/or results of operations could be negatively affected.
Our Medial Partner’s telehealth business
could be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to
provide the full range of services in certain states.
Our majority-owned subsidiary, RNK Health LLC
(“RNK Health”), is currently providing non-clinical administrative services to support patient health. RNK Health has partnered
with a third-party medical management company (the “Medical Partner”) that provides medication management and patient support
care services via telehealth to patients located in all 50 states.
The ability of our Medical Partner’ telehealth
operations in each state is dependent upon the state’s treatment of medicine under such state’s laws, rules and policies
governing the practice of physician supervised services, which are subject to changing political, regulatory and other influences. In
the event our contracted parties are unable to provide telehealth services for any reason, it would have a material adverse effect on
our ability to sell products and in turn our revenues and operating results.
Our and our Medical Partner’s activities
are subject to laws governing the provision of telehealth services, which could be subject to changes that result in additional operational
complexity or increased costs.
Out Medical Partner and their providers are subject
to laws governing the provision of telehealth services and the delivery of professional healthcare services more broadly. For example,
some states limit the modality through which telehealth services are delivered, such as requiring synchronous (i.e. “live”)
communication or curtailing asynchronous (“store-and-forward”) communication for certain telehealth services
(e.g., prescribing certain types of medications). Although we believe our contractual arrangement with the Medical Partner is structured
to comply with laws governing the provision of telehealth services, these laws are evolving at a rapid pace and are subject to changing
political, regulatory, and other influences. Due to the rapidly evolving regulatory climate, we cannot assure that our contractual arrangement,
if challenged, will be deemed compliant, nor can we assure that a new or existing law will not be implemented, enforced, or changed,
with little or no notice, in a manner that requires us to modify our business model at a material expense.
Evolving government regulations and enforcement
activities may require increased costs or adversely affect our results of operations.
Our contractual arrangement with our Medical
Partner is structured to comply with all applicable material laws, but, due to the uncertain regulatory environment and enforcement discretion,
government regulators or enforcement agencies may determine that we or our Medical Partner are in violation of their laws and regulations.
If we must remedy such violations, we or the Medical Partner may be required to modify business operations and services in a manner that
undermines our ability to retain or acquire new customers, or we or our Medical Partner, may be subject to fines or other burdensome
enforcement actions that may result in our termination of operations in certain jurisdictions. If so, our revenue may decline and our
business, financial condition, and results of operations could be adversely affected.
Moreover, the laws applicable to our operations
are subject to change or reinterpretation, and continued compliance may require us to change our practices at significant expense. Additional
expenses may increase future overhead, which could have a material adverse effect on our results of operations. Additionally, modifications
to the services we offer may require us to comply with additional laws and regulations, obtain necessary licenses or certifications,
or materially alter our operations—any of which may require incurring significant expenses to ensure compliance. The failure to
adequately comply with these future laws and regulations may delay or possibly prevent our services from being offered to customers,
which could have a material adverse effect on our business, financial condition, and results of operations.
Management's Discussion & Analysis (MD&A)
Largest changes
“In September 2024, we launched a transformative generative AI service that empowers game developers and publishers. …”see in full comparison
In 2023, we launched our own proprietary games thatsee in full comparisonarewere simple and fun to play, and thatofferoffered gamers the ability to utilize AI to personalize their gaming experience as well as to mint their own affordable NFTs, with unique and exclusive features, thatcancould be utilized across the network of games and platform that weintendwereto build.building. As of December 31, 2025, wehavehad launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle AI and Gaxos AI Puzzle.Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting space action in the players AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer the galaxy all within a dynamic free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players, in solo play or teams. Each player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet AI is a take on the classic Battleship game with AI elements that allow gamers to design their ships. Gaxos AI Puzzle and Jigsaw Puzzle AI lets gamers solve preloaded jigsaw puzzles as well as design and solve new jigsaw puzzles using AI.
see in full comparisonRecently, we began to develop a new initiative,GaxosHealth, whichHealth is dedicated torevolutionizingtransforming personal health and wellness by developing a suite of innovative AI-powered health optimization solutions. Gaxos Healthwill integrateintegrates AI-driven insights with individual biometric data and health goals to create web and application based personalized wellness strategies for users.We believe that this cutting-edge approach will redefine preventative medicine, offering unparalleled personalization in health and wellness.Gaxos Health solutions will analyze a wide range of health data to provide tailored wellness plans and address the growing demand for personalized health solutions. We believe that this technology is not just a step but a leap forward in empowering individuals to take control of their health and longevity with AI’s precision and intelligence.
“On June 18, 2026, we entered into and simultaneously consummated the closing of an Asset Purchase Agreement, by and among the Company and Game Foundry AI (the “Buyer”) for the sale and divestiture of substantially all of our gaming assets, including our portfolio of mobile games and Gaxos Gaming Labs in exchange for the issuance of 2,200,000 shares of the Buyer’s common stock, for an estimated consideration of $1,760,000.”see in full comparison
“During the six months ended June 30, 2026, we generated revenues of $4,266,724, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of $2,982,961. Additionally, during the six months ended June 30, 2026, we generated revenues of $1,283,763 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications. During the six months ended June 30. 2025, we generated revenue of $194,703, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of $192,950. …”see in full comparison
During the three months endedsee in full comparisonMarchJune31,30, 2026, we generated revenues of$1,809,367$2,457,357, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of$1,245,909.$1,737,052. Additionally, during the three months endedMarchJune31,30, 2026, we generated revenues of$563,458$720,305 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications. During the three months endedMarchJune31,30. 2025, we generated revenueof $23,732 consistingof$22,552$170,971, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care ofrevenue$170,398. Additionally, during the three months ended June 30, 2025, we generated revenues of $556 from subscription servicesfrom our Art-Gen.ai, unGPT,ai and Bible.ai applications, revenue of $1,124 from the sale of health coaching packages to our customers, revenue of $51 from subscription services,and revenue of$5$17 from in-app games items.Once we achieve a critical mass of users, we plan to offer new features and to charge fees in order to generate revenues from added features.
Full comparison: every changed paragraph (41)
In September 2024, we launched a transformative
generative AI service that empowers game developers and publishers. Key features of the product include AI-powered creativity that reduces
creative asset development time from hours to minutes, enabling rapid prototyping and fast experimentation with different designs; monetization
tools that allow publishers to offer AI-generated assets for player customization; seamless plug-and-play integration with Unity and
Godot for effortless adoption into existing workflows; a flexible API that connects to any game development engine and supports builds
for any platform, including mobile and PC; dynamic content generation through our User-Generated-AI-Content (UGAiC) feature, which lets
gamers use AI in real time to create fresh experiences with every playthrough; and customized solutions ranging from personalized AI
models for image and sound generation to expert consulting services tailored to the unique needs of each developer.
Recently, we began to develop a new initiative,
Gaxos Health, whichHealth is dedicated to revolutionizingtransforming personal health and wellness by developing a suite of innovative AI-powered health
optimization solutions. Gaxos Health will integrateintegrates AI-driven insights with individual biometric data and health goals to create web
and application based personalized wellness strategies for users. We believe that this cutting-edge approach will redefine preventative
medicine, offering unparalleled personalization in health and wellness. Gaxos Health solutions will analyze a wide range of health data
to provide tailored wellness plans and address the growing demand for personalized health solutions. We believe that this technology
is not just a step but a leap forward in empowering individuals to take control of their health and longevity with AI’s precision
and intelligence.
Gaxos Gaming (the “Platform”), created
with a vision to develop, design, acquire, and manage conventional games and to combine these games with unconventional game mechanisms,
such as the ability for gamers and developers to utilize artificial intelligence to create and design in-game features, as well as to
mint unique in-game features, such as skins, characters, weapons, gear, levels, and virtual lands, in the form of non-fungible tokens,
or “NFTs,” that will allowallows users to have unique experiences and more control over in-game assets.
In 2023, we launched our own proprietary games
that arewere simple and fun to play, and that offeroffered gamers the ability to utilize AI to personalize their gaming experience as well as to
mint their own affordable NFTs, with unique and exclusive features, that cancould be utilized across the network of games and platform that
we intendwere to build.building. As of December 31, 2025, we havehad launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle
AI and Gaxos AI Puzzle. Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting space action
in the players AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer the galaxy all
within a dynamic free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players, in solo play
or teams. Each player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet AI is
a take on the classic Battleship game with AI elements that allow gamers to design their ships. Gaxos AI Puzzle and Jigsaw Puzzle AI
lets gamers solve preloaded jigsaw puzzles as well as design and solve new jigsaw puzzles using AI.
On June 18, 2026, we entered into and simultaneously consummated the closing of an Asset Purchase Agreement, by and among the Company and Game Foundry AI (the “Buyer”) for the sale and divestiture of substantially all of our gaming assets, including our portfolio of mobile games and Gaxos Gaming Labs in exchange for the issuance of 2,200,000 shares of the Buyer’s common stock, for an estimated consideration of $1,760,000.
Comparison of Our Results of Operations
for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025.
During the three months ended MarchJune 31,30, 2026,
we generated revenues of $1,809,367$2,457,357, primarily from revenues generated through RNK Health for providing non-clinical services to support
patient care of $1,245,909.$1,737,052. Additionally, during the three months ended MarchJune 31,30, 2026, we generated revenues of $563,458$720,305 from subscription
services from our Art-Gen.ai, unGPT,ai and Bible.ai applications. During the three months ended MarchJune 31,30. 2025, we generated revenue
of $23,732 consisting of $22,552$170,971, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of revenue$170,398. Additionally, during the three months ended June 30, 2025, we generated revenues of $556 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications, revenue
of $1,124 from the sale of health coaching packages to our customers, revenue of $51 from subscription services, and revenue of $5$17 from
in-app games items. Once we achieve a critical mass of users, we plan to offer new features and to charge fees in order to generate revenues
from added features.
During the six months ended June 30, 2026, we generated revenues of $4,266,724, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of $2,982,961. Additionally, during the six months ended June 30, 2026, we generated revenues of $1,283,763 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications. During the six months ended June 30. 2025, we generated revenue of $194,703, primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of $192,950. Additionally, during the six months ended June 30, 2025, we generated revenues of $1,124 from the sale of health coaching packages, $607 from subscription services, and revenue of $22 from in-app games items.
Once we achieve a critical mass of users, we plan to offer new features and to charge fees in order to generate revenues from added features.
During the three and six months ended MarchJune 31,30, 2026
and 2025, revenues consisted of the following:
During the three months ended MarchJune 31,30, 2026
and 2025, we incurred operating expenses of $4,356,489$4,322,112 and $1,415,427,$1,153,665, respectively, an increase of $2,941,062$3,168,447 or 207.8%.274.6%. During the six months ended June 30, 2026 and 2025, we incurred operating expenses of $8,678,601 and $2,569,092, respectively, an increase of $6,109,509 or 237.8%. Operating expenses
consisted of the following:
We enter into agreements with third-party developers
that require us to make payments for game and software development services upon reaching the application development stage. In exchange
for our payments, we receive the exclusive publishing and distribution rights to the finished game titles and AI software. During the
preliminary project stage and prior to the application development stage of the product, we record any costs incurred by third-party developers
as research and development expenses.
During the three months ended March 31, 2026
and 2025, we reported research and development fees of $446,422 and $220,989, respectively, an increase of $225,433, or 102.0%.
During the three months ended June 30, 2026 and 2025, we reported research and development fees of $506,971 and $243,020, respectively, an increase of $263,951, or 108.6%. During the six months ended June 30, 2026 and 2025, we reported research and development fees of $953,393 and $464,009, respectively, an increase of $489,384, or 105.5%. The increases are primarily due to an increase in outside development costs incurred in connection with the development of Gaxos Labs, Gaxos Health and RNK Health platforms. We expect research and development expenses to increase in the future as development of Gaxos Labs, Gaxos Health and RNK Health accelerates.
For the three and six months ended MarchJune 31,30, 2026 and
2025, general and administrative expenses consisted of the following:
During the three months ended MarchJune 31,30, 2026
and 2025, compensation and related benefits amounted to $599,255$157,604 and $588,985,$184,753, respectively, ana increasedecrease of $10,270,$27,149, or 1.7%.14.7%. The increase
decrease during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily attributable to the increase
decrease in stock-based compensation of $14,631$4,785 from accretion of stock option expense,expense offset byand a decrease in other employee compensation and
related benefits of $4,361.$22,364.
During the six months ended June 30, 2026 and 2025, compensation and related benefits amounted to $756,859 and $773,738, respectively, a decrease of $16,879, or 2.2%. The decrease during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to a decrease in other employee compensation and related benefits of $26,725, offset by an increase in stock-based compensation of $9,846 from accretion of stock option expense of $4,361.
During the three months ended MarchJune 31,30, 2026
and 2025, we incurred professional fees of $251,189$190,578 and $232,890,$125,956, respectively, an increase of $18,299,$64,622, or 7.9%,51.3%, primarily attributable
to an increase in investor relations and recruiting fees of $44,750,$8,750, an increase in stock-based consulting fees attributable to the accretion
of stock-based consulting fees related to issuance of stock options to consultants of $6,355,$19,513, an increase in advisory and recruiting fees of $2,000,
and$7,569, an increase in accounting fees of $13,420,$3,212, offsetand byan a decreaseincrease in legal fees of $48,226.$25,578.
During the six months ended June 30, 2026 and 2025, we incurred professional fees of $441,767 and $358,847, respectively, an increase of $82,921, or 23.1%, primarily attributable to an increase in investor relations fees of $52,500, an increase in stock-based consulting fees attributable to the accretion of stock-based consulting fees related to issuance of stock options to consultants of $25,868, an increase in advisory and recruiting fees of $10,568, and an increase in accounting fees of $16,632, offset by a decrease in legal fees of $22,647.
During the three months ended March 31, 2026
and 2025, advertising and marketing amounted to $2,766,824 and $217,883, respectively, an increase of $2,548,941, or 1,169.9%.
During the three months ended June 30, 2026 and 2025, advertising and marketing amounted to $3,141,273 and $431,074, respectively, an increase of $2,710.199, or 628.7%. The increase during the three months ended March
31,June 30, 2026 compared to the three months ended MarchJune 31,30, 2025 was primarily attributable to an increase in advertising and marketing fees
of $1,794,127$1,853,798 in connection with the marketing of our RNK Health services and an increase in advertising and marketing fees of $754,814
$856,401 in connection with the marketing of our Gaxos Labs subscription services.
During the six months ended June 30, 2026 and 2025, advertising and marketing amounted to $5,908,097 and $648,957, respectively, an increase of $5,259,140, or 810.4%. The increase during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 was primarily attributable to an increase in advertising and marketing fees of $3,647,925 in connection with the marketing of our RNK Health services and an increase in advertising and marketing fees of $1,611,215 in connection with the marketing of our Gaxos Labs subscription services.
During the three months ended MarchJune 31,30, 2026
and 2025, we incurred other general and administrative expenses of $292,799$325,686 and $154,680,$168,862, respectively, an increase of $138,119,$156,824, or 89.3%.
92.7%. This increase was primarily attributable to an increase in amortization expense of $30,808, an increase in merchant fees incurred of
$69,362, $104,749, and an increase in software and application fees of $52,396,$52,513, offset by a decrease in other general and administrative expenses
of $14,447.$438.
During the six months ended June 30, 2026 and 2025, we incurred other general and administrative expenses of $618,485 and $323,542, respectively, an increase of $294,943, or 91.2%. This increase was primarily attributable to an increase in amortization expense of $33,715, an increase in merchant fees incurred of $174,111, and an increase in software and application fees of $104,909, offset by a decrease in other general and administrative expenses of $17,792.
During the three months ended MarchJune 31,30, 2026
and 2025, we reported a loss from operations of $2,547,122$1,864,755 and $1,391,695,$982,694, respectively, an increase of $1,155,427,$882,061, or 83.0%.89.8%. The increase
in loss from operations was due to an increase in compensation and related benefits, an increase in advertising and marketing expense,
an increase in general and administrative expenses, and an increase in professional fees, offset by an increase in revenues,revenues and a decrease in compensation and related benefits, as discussed
above.
During the six months ended June 30, 2026 and 2025, we reported a loss from operations of $4,411,877 and $2,374,389, respectively, an increase of $2,037,488, or 85.8%. The increase in loss from operations was due to an increase in advertising and marketing expense, an increase in general and administrative expenses, and an increase in professional fees, offset by an increase in revenues and a decrease in compensation and related benefits, as discussed above.
Other incomeincome, net
During the three months ended MarchJune 31,30, 2026
and 2025, we reported other income, net of $72,876$1,842,522 and $159,633,$158,122, respectively, whichan primarilyincrease consistedof $1,684,400. Other income, net consists of interest income and realized
and unrealized gains or losses on short-term investments and non-traded equity securities. Additionally, during the three months ended June 30, 2026, we recorded a gain of $1,740,890 from the sale of our gaming assets.
During the six months ended June 30, 2026 and 2025, we reported other income, net of $1,915,398 and $317,755, respectively, an increase of $1,597,643. Other income, net consists of interest income and realized and unrealized gains or losses on short-term investments and equity securities. Additionally, during the six months ended June 30, 2026, we recorded a gain of $1,749,890 from the sale of our gaming assets.
During the three months ended MarchJune 31,30, 2026
and 2025, our net loss amounted to $2,474,246$22,233 and $1,232,062,$824,572, respectively, ana increasedecrease of $1,242,184,$802,339, or 100.8%.97.3%. During the three months
ended MarchJune 31,30, 2026 and 2025, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $263,289 and $75,184, respectively Accordingly, during the three months ended June 30, 2026 and 2025, our net income (loss) attributable to common shareholders amounted to $2,172,525,$241,056, or a net lossincome per common share
of $0.25$0.02 (basic and diluted) and $1,191,800,$(749,388), or a net loss per common share of $0.17$(0.11) (basic and diluted), respectively, an increasepositive change of
$980,725, $776,962, or 82.3%.105.2%.
During the six months ended June 30, 2026 and 2025, our net loss amounted to $2,496,479 and $2,056,634, respectively, an increase of $439,845, or 21.4%. During the six months ended June 30, 2026 and 2025, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $565,010 and $115,446, respectively Accordingly, during the six months ended June 30, 2026 and 2025, our net loss attributable to common shareholders amounted to $1,931,469, or net loss per common share of $0.20 (basic and diluted) and $1,941,188, or a net loss per common share of $0.27 (basic and diluted), respectively, a decrease of $9,719, or 0.50%.
Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. On MarchJune 31,
30, 2026, we had a cash balance of $1,513,550,$1,089,449, had short-term investments of $10,195,791,$10,353,040, and had working capital of $11,587,582.$10,769,048. During
the threesix months ended MarchJune 31,30, 2026, we used net cash in operations of $2,493,586.$3,581,332.
On January 26, 2026, we entered into the ATM
Agreement with H. C. Wainwright and Co., LLVLLC (“Wainwright”) under which the Company could offer and sell shares of its
common stock having an aggregate sales price of up to $5,600,000 through Wainwright as the sales agent pursuant to the Company’s
effective shelf registration statement on Form S-3 (File No. 333-283758), including an accompanying base prospectus dated
December 18, 2024 and prospectus supplements dated January 23, 2026 and February 4, 2026. Sales of shares of our common stock through
Wainwright, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule
415(a)(4) under the Securities Act of 1933, as amended.Act. Wainwright will use commercially reasonable efforts to sell shares of the Company’s
common stock from time to time, based on instructions from us (including any price, time or size limits or other parameters or conditions
the Company may impose). We will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from the sales of shares of
the Company’s common stock sold through Wainwright under the ATM Agreement and will also reimburse Wainwright for certain specified
expenses in connection with the ATM Agreement. On March 20, 2026, the Company increased the maximum aggregate offering price of the shares
of the Company’s common stock issuable under the ATM Agreement with Wainwright, dated January 23, 2026, to up to an additional
aggregate of $1,065,001, which does not include the approximately $5,600,000 of shares of Common Stock that were sold to date pursuant
to the Sales Agreement.$1,065,001.
During the threesix months ended MarchJune 31,30, 2026,
we issued 3,096,4813,621,181 shares of our common stock for net proceeds of approximately $5.3$6.3 million pursuant to the ATM Agreement.
For the threesix months ended MarchJune 31,30, 2026, net
cash used in operations was $2,493,586,$3,581,332, which primarily resulted from our net loss of $2,474,246,$2,496,479, adjusted for the add back of amortization
expense of $60,557,$120,026, stock-based compensation to employees and consultants of $53,866,$99,067, a net realized and unrealized lossgain on short-term
investments of $11,234,$13,645, a gain on sale of gaming assets of $1,749,890, accretion of bond discounts of $52,904, and aan unrealized loss on equity securities of $74,000,$120,000, and changes in operating asset and liabilities such as
an increase in accounts receivable of $4,251,$41,817, an increase in prepaid expenses and other current assets of $103,465,$116,471, aan decreaseincrease in accounts
payable of $42,062,$55,905, aan decreaseincrease in accrued expenses of $181,472,$156,590, and an increase in deferred revenues of $112,253.$232,478.
For the threesix months ended MarchJune 31,30, 2025, net
cash used in operations was $1,297,485,$2,014,345, which primarily resulted from our net loss of $1,232,062,$2,056,634, adjusted for the add back of amortization
expense of $29,749,$86,311, stock-based compensation to employees and consultants of $32,880,$63,353, and a realized and unrealized gain on short-term investments of
$(11,44522,665), and changes in operating asset and liabilities such as an increase in accounts receivable of $4,871,$9,368, an increase in prepaid
expenses and other current assets of $210,977,$179,285, a decrease in accounts payable of $17,118,$88,074, an increase in accrued expenses of $117,481,
$192,577, and a decrease in deferred revenues of $1,122.$560.
For the threesix months ended MarchJune 31,30, 2026, net
cash used in investing activities was $2,149,572,$2,489,491, which resulted from the purchase of short-term investments of $6,028,373$8,073,312 primarily
consisting of corporate bonds, the purchase of an investment in a cost-method investee of $2,900,000,$3,115,000, and an increase in capitalized
internal-use software development costs of $2,650, offset by proceeds received from the sale of short-term investments of $6,781,451.$8,701,471.
For the threesix months ended MarchJune 31,30, 2025, net
cash used in investing activities was $10,529,274,$10,664,790, which resulted from the purchase of short-term investments of $12,171,293$13,313,986 primarily
consisting of corporate bonds,bonds and other equity securities, the purchase of software intangible assets of $500,000, and an increase in capitalized internal-use software
development costs of $22,800,$44,900, offset by proceeds received from the sale of short-term investments of $2,164,819.$3,194,096.
For the threesix months ended MarchJune 31,30, 2026, net
cash flow from financing activities amounted to $5,315,909,$6,319,473, which consisted of net proceeds from sale of our common stock pursuant to
the ATM agreement.
For the threesix months ended MarchJune 31,30, 2025, we
did not have any cash flows from financing activities.
ForDuring the threesix months ended MarchJune 31,30, 2026 and
2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any
commitments or contractual obligations.
GXAI 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 GXAI (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 52,170 | $61.0K | 0.0% | New position |
| Two Sigma Investments | 2026-06-30 | 13,239 | $16.0K | — | Sold out |