GAXOS.AI INC.

Previous wording

Gaxos Labs, launched in September 2024, is a transformative generative AI service that empowers game developers and publishers. Key features of the product include:

Current wording

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.

Previous wording

On September 23, 2024, the Company 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. 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 certain medications, supplements and other wellness products and services.*** ***

Current wording

On September 23, 2024, we formed a wholly-owned subsidiary, RNK Health LLC (“RNK Health”), to form a partnership and relationship with Nekwellness, LLC (“Nekwellness”) to engage in the business of marketing certain health-related 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 certain medications, supplements and other wellness products and services.

Previous wording

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 September 30, 2025, 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.

Current wording

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.

Previous wording

Comparison of Our Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024.**

Current wording

Comparison of Our Results of Operations for the Three Months Ended March 31, 2026 and 2025.**

Previous wording

During the nine months ended September 30, 2025, we generated revenues of $692,974 primarily from revenues generated, through RNK Health, for providing non-clinical services to support patient care of $634,178. Additionally, during the nine months ended September 30, 2025, we generated revenues of $1,124 from the sale of health coaching packages to our customers, revenue of $57,648 from subscription services, and revenue of $24 from in-app games items. Health coaching packages consist of a series of lab tests and personal health coaching sessions. During the nine months ended September 30, 2024, we generated revenue of $2,723 consisting of $2,700 from the sale of health coaching packages to our customers and revenue of $23 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.

Current wording

During the three months ended March 31, 2026, we generated revenues of $1,809,367 primarily from revenues generated through RNK Health for providing non-clinical services to support patient care of $1,245,909. Additionally, during the three months ended March 31, 2026, we generated revenues of $563,458 from subscription services from our Art-Gen.ai, unGPT,ai and Bible.ai applications. During the three months ended March 31, 2025, we generated revenue of $23,732 consisting of $22,552 of revenue 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 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.

Previous wording

During the three months ended September 30, 2025 and 2024, we incurred operating expenses of $1,813,026 and $908,573, respectively, an increase of $904,453, or 99.5%. During the nine months ended September 30, 2025 and 2024, we incurred operating expenses of $4,382,118 and $2,806,934, respectively, an increase of $1,575,184, or 56.1%. Operating expenses consisted of the following:

Current wording

During the three months ended March 31, 2026 and 2025, we incurred operating expenses of $4,356,489 and $1,415,427, respectively, an increase of $2,941,062 or 207.8%. Operating expenses consisted of the following:

Previous wording

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 title and 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.

Current wording

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.

Previous wording

During the three months ended September 30, 2025 and 2024, we reported research and development fees of $274,021 and $252,657, respectively, an increase of $21,364, or 8.5%.

Current wording

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%.

Previous wording

The increases are primarily due to an increase in outside development costs incurred in connection with the development of Gaxos Health and RNK 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 Health and RNK Health accelerates.

Current wording

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.

Previous wording

For the three and nine months ended September 30, 2025 and 2024, selling, general and administrative expenses consisted of the following:

Current wording

For the three months ended March 31, 2026 and 2025, general and administrative expenses consisted of the following:

Previous wording

During the three months ended September 30, 2025 and 2024, compensation and related benefits amounted to $188,360 and $172,502, respectively, an increase of $15,858, or 9.2%. The increase during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily attributable to an increase in employee compensation and related benefits of $6,062 and an increase in stock-based compensation of $9,796 from accretion of stock option expense.

Current wording

During the three months ended March 31, 2026 and 2025, compensation and related benefits amounted to $599,255 and $588,985, respectively, an increase of $10,270, or 1.7%. The increase during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to the increase in stock-based compensation of $14,631 from accretion of stock option expense, offset by a decrease in other employee compensation and related benefits of $4,361.

Previous wording

During the three months ended September 30, 2025 and 2024, we incurred professional fees of $192,769 and $259,167, respectively, a decrease of $66,398, or 25.6%, primarily attributable to a decrease in advisory fees of $96,750, a decrease in legal fees of $34,189, 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 $11,228, offset by an increase in accounting fees of $7,002, an increase in investor relations and recruiting fees of $68,767.

Current wording

During the three months ended March 31, 2026 and 2025, we incurred professional fees of $251,189 and $232,890, respectively, an increase of $18,299, or 7.9%, primarily attributable to an increase in investor relations and recruiting fees of $44,750, 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, an increase in advisory fees of $2,000, and an increase in accounting fees of $13,420, offset by a decrease in legal fees of $48,226.

Previous wording

The increase during the three and nine months ended September 30, 2025 compared to the three months ended September 30, 2024 was primarily attributable to an increase in advertising and marketing fees of $761,670 and $1,252,344 in connection with the marketing of our RNK Health services, respectively.

Current wording

The increase during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was primarily attributable to an increase in advertising and marketing fees of $1,794,127 in connection with the marketing of our RNK Health services and an increase in advertising and marketing fees of $754,814 in connection with the marketing of our Gaxos Labs subscription services.

Previous wording

Other general and administrative expenses consist of office expenses, insurance, listing fees, computer and interest expenses, travel expenses, amortization expense, and other general business expenses.

Current wording

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.

Previous wording

During the three months ended September 30, 2025 and 2024, we incurred other general and administrative expenses of $254,618 and $102,000, respectively, an increase of $152,618, or 149.6%, This increase was primarily attributable to an increase in amortization expense of $44,200, and an increase in other general and administrative expenses of $108,418.

Current wording

During the three months ended March 31, 2026 and 2025, we incurred other general and administrative expenses of $292,799 and $154,680, respectively, an increase of $138,119, or 89.3%. This increase was primarily attributable to an increase in amortization expense of $30,808, an increase in merchant fees incurred of $69,362, and an increase in software and application fees of $52,396, offset by a decrease in other general and administrative expenses of $14,447.

Previous wording

During the three months ended September 30, 2025 and 2024, we reported a loss from operations of $1,314,755 and $905,869, respectively, an increase of $408,886, or 45.1%. The increase in loss from operations was due to an increase in selling general and administrative expenses and an increase in research and development expenses, offset by an increase in revenues as discussed above.

Current wording

During the three months ended March 31, 2026 and 2025, we reported a loss from operations of $2,547,122 and $1,391,695, respectively, an increase of $1,155,427, or 83.0%. 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, as discussed above.

Previous wording

During the three months ended September 30, 2025 and 2024, we reported other income of $173,882 and $41,459, respectively, which consisted of interest income and realized and unrealized gains on short-term investments.

Current wording

During the three months ended March 31, 2026 and 2025, we reported other income, net of $72,876 and $159,633, respectively, which primarily consisted of interest income and realized and unrealized gains or losses on short-term investments and equity securities.*** ***

Previous wording

Net loss and net loss attributable common shareholders

Current wording

Net loss and net loss attributable to common shareholders

Previous wording

During the three months ended September 30, 2025 and 2024, our net loss amounted to $1,140,873 and $864,410, respectively, an increase of $276,463, or 32.0%. During the three months ended September 30, 2025 and 2024, we adjusted net loss for the net loss of subsidiary attributable to noncontrolling interest by $139,399 and $0, respectively Accordingly, during the three months ended September 30, 2025 and 2024, our net loss attributable to common shareholders was $1,001,474, or $0.14 per common share (basic and diluted) and $864,410, or $0.61 per common share (basic and diluted), respectively, an increase of $137,064, or 15.9%.

Current wording

During the three months ended March 31, 2026 and 2025, our net loss amounted to $2,474,246 and $1,232,062, respectively, an increase of $1,242,184, or 100.8%. During the three months ended March 31, 2026 and 2025, our net loss attributable to common shareholders amounted to $2,172,525, or a net loss per common share of $0.25 (basic and diluted) and $1,191,800, or a net loss per common share of $0.17 (basic and diluted), respectively, an increase of $980,725, or 82.3%.

Previous wording

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 September 30, 2025, we had a cash balance of $914,183, had short-term investments of $12,058,377, and had working capital of $12,968,843. During the nine months ended September 30, 2025, we used net cash in operations of $3,120,632.

Current wording

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 March 31, 2026, we had a cash balance of $1,513,550, had short-term investments of $10,195,791, and had working capital of $11,587,582. During the three months ended March 31, 2026, we used net cash in operations of $2,493,586.

Previous wording

Until such time that the Compan2y implements its growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Current wording

Until such time that the Company implements its growth strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead, research and development, and costs of being a public company. We believe that our existing working capital and cash on hand will provide sufficient cash to enable the Company to meet its operating needs and debt requirements for the next twelve months from the issuance date of this report.

Previous wording

For the nine months ended September 30, 2024, net cash used in operations was $2,512,166, which primarily resulted from our net loss of $2,585,793, adjusted for the add back of amortization expense of $37,036, stock-based compensation to employees of $84,190, and a realized gain on short-term investments of $121,765, and changes in operating asset and liabilities such as an increase in prepaid expenses and other current assets of $61,477, an increase in accounts payable of $113,406, and an increase in accrued expenses of $19,089.

Current wording

For the three months ended March 31, 2026, net cash used in operations was $2,493,586, which primarily resulted from our net loss of $2,474,246, adjusted for the add back of amortization expense of $60,557, stock-based compensation to employees and consultants of $53,866, a net realized and unrealized loss on short-term investments of $11,234, and a unrealized loss on equity securities of $74,000, and changes in operating asset and liabilities such as an increase in accounts receivable of $4,251, an increase in prepaid expenses and other current assets of $103,465, a decrease in accounts payable of $42,062, a decrease in accrued expenses of $181,472, and an increase in deferred revenues of $112,253.

Previous wording

For the nine months ended September 30, 2025, net cash used in operations was $3,120,632, which primarily resulted from our net loss of $3,197,507, adjusted for the add back of amortization expense of $144,701, stock-based compensation to employees and consultants of $96,870, and a realized and unrealized gain on short-term investments of $(40,513), and changes in operating asset and liabilities such as an increase in accounts receivable of $44,873, an increase in prepaid expenses and other current assets of $129,674, a decrease in accounts payable of $125,282, an increase in accrued expenses of $149,815, and an increase in deferred revenues of $25,831.

Current wording

For the three months ended March 31, 2025, net cash used in operations was $1,297,485, which primarily resulted from our net loss of $1,232,062, adjusted for the add back of amortization expense of $29,749, stock-based compensation to employees and consultants of $32,880, and a realized gain on short-term investments of $(11,445), and changes in operating asset and liabilities such as an increase in accounts receivable of $4,871, an increase in prepaid expenses and other current assets of $210,977, a decrease in accounts payable of $17,118, an increase in accrued expenses of $117,481, and a decrease in deferred revenues of $1,122.

Previous wording

For the nine months ended September 30, 2024, net cash provided by investing activities was $842,604, which resulted from proceeds received from the sale of short-term investments of $3,312,205, offset by cash used for the purchase of short-term investments of $2,096,293, the purchase of equity securities of $199,998, an increase in capitalized internal-use software development costs of $23,310, and the purchase of an intangible asset of $150,000.

Current wording

For the three months ended March 31, 2026, net cash used in investing activities was $2,149,572, which resulted from the purchase of short-term investments of $6,028,373 primarily consisting of corporate bonds, the purchase of an investment in a cost-method investee of $2,900,000, 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.

Previous wording

For the nine months ended September 30, 2025, net cash used in investing activities was $10,363,284, which resulted from the purchase of short-term investments of $15,160,545 primarily consisting of corporate 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 $66,600, offset by proceeds received from the sale of short-term investments of $5,373,861.

Current wording

For the three months ended March 31, 2025, net cash used in investing activities was $10,529,274, which resulted from the purchase of short-term investments of $12,171,293 primarily consisting of corporate bonds, the purchase of software intangible assets of $500,000, and an increase in capitalized internal-use software development costs of $22,800, offset by proceeds received from the sale of short-term investments of $2,164,819.

Previous wording

For the nine months ended September 30, 2025, we did not have any cash flows from financing activities.

Current wording

For the three months ended March 31, 2025, we did not have any cash flows from financing activities.

Previous wording

For the nine months ended September 30, 2025 and 2024, 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.

Current wording

For the three months ended March 31, 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.

Previous wording

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. The Company does not expect the adoption of this new guidance to have a material impact on the consolidated financial statements.** **

Current wording

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.