GAXOS.AI INC.

Previous wording

Recently, we began to develop a new initiative, Gaxos Health, which is dedicated to revolutionizing personal health and wellness by developing a suite of innovative AI-powered health optimization solutions. Gaxos Health will integrate 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.

Current wording

Gaxos Health is dedicated to transforming personal health and wellness by developing a suite of innovative AI-powered health optimization solutions. Gaxos Health integrates AI-driven insights with individual biometric data and health goals to create web and application based personalized wellness strategies for users. 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.

Previous wording

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 allow users to have unique experiences and more control over in-game assets.

Current wording

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 allows users to have unique experiences and more control over in-game assets.

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 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.

Current wording

In 2023, we launched our own proprietary games that were simple and fun to play, and that offered 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 could be utilized across the network of games and platform that we were building. As of December 31, 2025, we had launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle AI and Gaxos AI Puzzle.

Previous wording

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

Current wording

Comparison of Our Results of Operations for the Three and Six Months Ended June 30, 2026 and 2025*.*

Previous 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.

Current wording

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.

Previous wording

During the three months ended March 31, 2026 and 2025, revenues consisted of the following:

Current wording

During the three and six months ended June 30, 2026 and 2025, revenues consisted of the following:

Previous 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:

Current wording

During the three months ended June 30, 2026 and 2025, we incurred operating expenses of $4,322,112 and $1,153,665, respectively, an increase of $3,168,447 or 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:

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 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.

Current wording

We enter into agreements with third-party developers that require us to make payments for 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

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.

Current wording

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.

Previous wording

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

Current wording

For the three and six months ended June 30, 2026 and 2025, general and administrative expenses consisted of the following:

Previous 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.

Current wording

During the three months ended June 30, 2026 and 2025, compensation and related benefits amounted to $157,604 and $184,753, respectively, a decrease of $27,149, or 14.7%. The decrease during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to the decrease in stock-based compensation of $4,785 from accretion of stock option expense and a decrease in other employee compensation and related benefits of $22,364.

Previous 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.

Current wording

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.

Previous 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.

Current wording

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 June 30, 2026 compared to the three months ended June 30, 2025 was primarily attributable to an increase in advertising and marketing fees of $1,853,798 in connection with the marketing of our RNK Health services and an increase in advertising and marketing fees of $856,401 in connection with the marketing of our Gaxos Labs subscription services.

Previous 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.

Current wording

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.

Previous 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.

Current wording

During the three months ended June 30, 2026 and 2025, we reported a loss from operations of $1,864,755 and $982,694, respectively, an increase of $882,061, or 89.8%. 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.

Previous 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.*** ***

Current wording

During the three months ended June 30, 2026 and 2025, we reported other income, net of $1,842,522 and $158,122, respectively, an increase of $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.* *

Previous 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%.

Current wording

During the three months ended June 30, 2026 and 2025, our net loss amounted to $22,233 and $824,572, respectively, a decrease of $802,339, or 97.3%. During the three months ended June 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 $241,056, or net income per common share of $0.02 (basic and diluted) and $(749,388), or a net loss per common share of $(0.11) (basic and diluted), respectively, an positive change of $776,962, or 105.2%.

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 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.

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 June 30, 2026, we had a cash balance of $1,089,449, had short-term investments of $10,353,040, and had working capital of $10,769,048. During the six months ended June 30, 2026, we used net cash in operations of $3,581,332.

Previous wording

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. 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.

Current wording

On January 26, 2026, we entered into the ATM Agreement with H. C. Wainwright and Co., LLC (“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. 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.

Previous wording

During the three months ended March 31, 2026, we issued 3,096,481 shares of our common stock for net proceeds of approximately $5.3 million pursuant to the ATM Agreement.

Current wording

During the six months ended June 30, 2026, we issued 3,621,181 shares of our common stock for net proceeds of approximately $6.3 million pursuant to the ATM Agreement.

Previous 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.

Current wording

For the six months ended June 30, 2026, net cash used in operations was $3,581,332, which primarily resulted from our net loss of $2,496,479, adjusted for the add back of amortization expense of $120,026, stock-based compensation to employees and consultants of $99,067, a net realized and unrealized gain on short-term investments of $13,645, a gain on sale of gaming assets of $1,749,890, accretion of bond discounts of $52,904, and an unrealized loss on equity securities of $120,000, and changes in operating asset and liabilities such as an increase in accounts receivable of $41,817, an increase in prepaid expenses and other current assets of $116,471, an increase in accounts payable of $55,905, an increase in accrued expenses of $156,590, and an increase in deferred revenues of $232,478.

Previous 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.

Current wording

For the six months ended June 30, 2025, net cash used in operations was $2,014,345, which primarily resulted from our net loss of $2,056,634, adjusted for the add back of amortization expense of $86,311, stock-based compensation to employees and consultants of $63,353, and a realized and unrealized gain on short-term investments of $(22,665), and changes in operating asset and liabilities such as an increase in accounts receivable of $9,368, an increase in prepaid expenses and other current assets of $179,285, a decrease in accounts payable of $88,074, an increase in accrued expenses of $192,577, and a decrease in deferred revenues of $560.

Previous 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.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities was $2,489,491, which resulted from the purchase of short-term investments of $8,073,312 primarily consisting of corporate bonds, the purchase of an investment in a cost-method investee of $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 $8,701,471.

Previous 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.

Current wording

For the six months ended June 30, 2025, net cash used in investing activities was $10,664,790, which resulted from the purchase of short-term investments of $13,313,986 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 $44,900, offset by proceeds received from the sale of short-term investments of $3,194,096.

Previous wording

For the three months ended March 31, 2026, net cash flow from financing activities amounted to $5,315,909, which consisted of net proceeds from sale of our common stock pursuant to the ATM agreement.

Current wording

For the six months ended June 30, 2026, net cash flow from financing activities amounted to $6,319,473, which consisted of net proceeds from sale of our common stock pursuant to the ATM agreement.

Previous wording

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

Current wording

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

Previous 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.

Current wording

During the six months ended June 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.