10-K: Gaxos.AI Reports Soaring Revenue, Deepening Losses in 2025
Annual Report
Gaxos.AI experienced a significant revenue surge in 2025 driven by new AI product launches and health services, yet reported a wider net loss as operating expenses, particularly marketing, escalated.
Summary
- Gaxos.AI, a technology company focused on AI solutions across defense, health & wellness, entertainment, and productivity, reported its annual results for the fiscal year ended December 31, 2025.
- Total revenues for 2025 dramatically increased to $1,933,030 from $4,027 in 2024, primarily driven by administrative services from RNK Health ($1,509,886) and Gaxos Labs subscription services ($421,995).
- Operating expenses surged by 84.7% to $6,849,556 in 2025 from $3,707,632 in 2024, largely due to a 739.2% increase in advertising and marketing expenses to $3,082,784.
- The company reported an increased net loss of $4,282,247 in 2025, up from $3,424,283 in 2024.
- Net loss attributable to common shareholders also increased to $3,900,583 ($0.55 per share) in 2025 from $3,418,197 ($1.92 per share) in 2024, with the per-share loss decreasing due to a higher weighted average common share count.
- Cash balance significantly decreased to $840,799 at year-end 2025 from $14,398,099 at year-end 2024, while short-term investments increased to $11,345,187.
- Working capital decreased to $11,919,230 in 2025 from $16,829,125 in 2024.
- Net cash used in operations increased to $3,853,757 in 2025 from $3,280,397 in 2024.
- Subsequent to year-end, Gaxos.AI raised approximately $5.4 million in net proceeds through an At-The-Market (ATM) offering by March 5, 2026, and acquired 19.99% of America First Defense.AI LLC for $2,900,000.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this as a high-risk, high-growth scenario. While revenue growth is impressive, the escalating losses and cash burn, coupled with a rapidly depleting cash balance, indicate significant operational challenges and a strong dependence on external financing. The strategic acquisitions and product launches show ambition, but profitability remains elusive.
Positives
- Significant revenue growth from $4,027 in 2024 to $1,933,030 in 2025, primarily driven by new AI product launches and health services.
- Successful launch of several new AI-powered products in 2025, including UnGPT.ai, Art-Gen.AI, and Bible Pray AI, expanding the Gaxos Labs portfolio.
- Strategic expansion into the digital faith, mental wellness, and personal development economy with Bible Pray AI.
- Formation of RNK Health LLC in September 2024, a subsidiary that generated $1,509,886 in administrative service revenue in 2025.
- Increased short-term investments to $11,345,187 in 2025 from $2,167,419 in 2024, indicating active capital management.
- Successful capital raise of approximately $5.4 million in net proceeds through an ATM offering in early 2026, bolstering liquidity.
- Acquisition of a 19.99% membership interest in America First Defense.AI LLC for $2,900,000, signaling strategic expansion into the defense sector.
- Management believes existing working capital and cash on hand, supplemented by recent capital raises, will provide sufficient cash for the next twelve months.
Negatives
- Net loss increased to $4,282,247 in 2025 from $3,424,283 in 2024, indicating continued unprofitability.
- Operating expenses increased significantly by 84.7% to $6,849,556 in 2025, largely due to a substantial increase in advertising and marketing.
- Cash balance decreased dramatically from $14,398,099 in 2024 to $840,799 in 2025, raising concerns about immediate liquidity without further capital injections.
- Working capital decreased from $16,829,125 in 2024 to $11,919,230 in 2025.
- Net cash used in operations increased to $3,853,757 in 2025, reflecting a higher cash burn rate.
- Revenue from health coaching packages and in-game items decreased in 2025 compared to 2024.
- The company has a limited operating history and has not developed a strong customer base or generated sustainable revenue since inception, with no assurance of future profitability.
- Heavy reliance on new and unproven technologies, which carry inherent risks of failure.
- Intense competition across all operating segments (AI, gaming, health & wellness, supplements), with larger competitors possessing greater resources.
Risks
- Limited operating history and difficulty in accurately projecting revenues and operating expenses.
- Inability to develop a strong customer base or generate sustainable revenue, leading to significant losses.
- Dependence on key management personnel, employees, and advisors, with potential negative impact from their loss or inability to hire qualified personnel.
- Products based on new and unproven technologies, subject to inherent risks of failure.
- Potential slowdown or reduction in sales due to decreased end-user demand, unanticipated competition, or regulatory issues.
- Failure to attract new users or decreased engagement from existing users could seriously harm the business.
- Uncertainty regarding the ability to achieve profitability and positive cash flow.
- Reliance on information systems for data management, with risks of adverse effects if systems are not successfully implemented or fail.
- Exposure to liability and reputational damage from the use of artificial intelligence, including flaws, bias, ethical concerns, and legal/regulatory risks.
- Inability to adequately protect proprietary technology, allowing competitors to offer similar products and services.
- Unauthorized breaches or failures in cybersecurity measures could have a material adverse effect on the business.
- Subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection, and data security (e.g., GDPR, COPPA, CCPA, HIPAA).
- Intense competition in AI applications, gaming, supplements, and health & wellness, including from larger industry leaders.
- Unknown impact of AI development and deployment on the workplace and potential changes in customer work patterns.
- Rapid technological change in the interactive entertainment industry, requiring continuous adaptation to emerging technologies and business models.
- Negative perceptions about business, products, services, and online communities (e.g., variable digital items, harassment) could damage reputation and lead to investigations or litigation.
- Potential involvement in legal proceedings resulting in adverse outcomes, legal costs, and diversion of management resources.
- Exposure to economic, market, public health, and geopolitical conditions that could negatively impact discretionary consumer spending.
- Catastrophic events (natural disasters, cyber-incidents, power disruptions) could disrupt business operations.
- Failure to meet product and live service development schedules, leading to delays, cancellations, or poor reception.
- Risk of fraud in online transactions, especially with cryptocurrencies, leading to reputational damage and liability.
- Use of open-source software may pose risks to proprietary software if license terms are construed unfavorably.
- Reliance on third-party providers for computing infrastructure, secure network connectivity, and other technology services, with risks of disruption or unfavorable terms.
- Inability to secure all intellectual property rights or claims of infringement by others.
- Changes in tax rates or exposure to additional tax liabilities, and changes to tax laws and interpretations.
- Government regulations (consumer protection, minors, content, advertising, localization, information security, intellectual property, competition, taxation) may negatively impact business.
- New laws or regulations related to business models (e.g., gambling for virtual items) could restrict sales or increase costs.
- Market price volatility of common stock, potentially unrelated to financial performance.
- Risk of delisting from Nasdaq if listing criteria are not met.
- Potential for future acquisitions to divert management attention, result in dilution, or disrupt operations.
- Lack of research analyst coverage or unfavorable commentary could cause stock price decline.
- Limited ability of stockholders to recover investment in case of dissolution.
- No intention to pay cash dividends, limiting shareholder returns to stock price appreciation.
- Exclusive forum provisions in corporate documents may limit stockholders' ability to bring claims.
- Exemptions as an emerging growth company and smaller reporting company may make common stock less attractive to investors.
- Financial reporting obligations of being a public company are expensive and time-consuming.
- Failure to comply with Sarbanes-Oxley rules related to accounting controls and procedures.
- Anti-takeover effects of corporate provisions and Nevada law.
- If shares become subject to penny stock rules, it would be more difficult to trade.
- FINRA sales practice requirements may limit ability to buy and sell stock.
Future Outlook
Management expects to continue generating operating losses in the foreseeable future due to corporate overhead, research and development, and public company costs. The company plans to pursue research and development of its products, which will require additional capital. Management believes existing working capital and cash on hand, supplemented by recent capital raises, will provide sufficient cash for operating needs and debt requirements for the next twelve months from the report issuance date.
Management Comments
- "We believe that this cutting-edge approach [Gaxos Health] will redefine preventative medicine, offering unparalleled personalization in health and wellness."
- "We believe that this technology [Gaxos Health] is not just a step but a leap forward in empowering individuals to take control of their health and longevity with AIs precision and intelligence."
- "We believe that we maintain good relations with our employees."
- "We believe that our current office space will be adequate for the foreseeable future."
- "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."
Industry Context
StockSavvy.ai notes that Gaxos.AI operates in highly dynamic and competitive sectors, including generative AI for gaming, digital health, and general AI applications. The significant increase in advertising and marketing expenses reflects the intense competition and the need to rapidly acquire users and establish market presence for its newly launched products like UnGPT.ai, Art-Gen.AI, and Bible Pray AI. The strategic acquisition in the defense AI sector indicates an attempt to diversify and tap into high-impact, potentially high-margin government-related contracts, a trend seen with other tech companies seeking stable revenue streams beyond consumer markets. The company's reliance on outsourcing for R&D and operations, with only 3 full-time employees, suggests a lean operational model common in early-stage tech companies, but also highlights potential dependence on external expertise.
Comparison to Industry Standards
- StockSavvy.ai observes that Gaxos.AI's rapid product launch cadence (Gaxos Labs, UnGPT.ai, Art-Gen.AI, Bible Pray AI) is aggressive, typical of early-stage AI companies aiming for market penetration, but also carries risks of unproven technologies and high marketing costs.
- The substantial increase in advertising and marketing expenses (739.2%) is a common characteristic of companies in highly competitive, emerging tech markets, similar to early-stage social media or app companies that prioritize user acquisition over immediate profitability.
- The continued net losses and increased cash burn are not uncommon for technology startups investing heavily in R&D and market expansion, but the significant drop in cash balance from $14.4 million to $0.84 million year-over-year, despite capital raises, indicates a high burn rate that warrants close monitoring compared to more established industry players like Google or Microsoft, which have mature, profitable AI divisions.
- The acquisition of a stake in America First Defense.AI LLC positions Gaxos.AI in a specialized, high-barrier-to-entry market, potentially offering diversification from consumer-facing AI, a strategy that could differentiate it from pure-play consumer AI or gaming companies.
- The per-share loss decreasing despite a higher net loss is a result of significant share issuance, a common dilution effect for growth-stage companies raising capital, which contrasts with mature companies that aim for earnings per share growth.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Alex Kisin | NA | 2025-03-03 | Resigned |
| Director | NA | Roman Feldman | 2025-03-01 | Appointed |
| Medical Advisory Board Member | NA | Jeff R. Pavell, M.D. | 2024-03-01 | Appointed |
| Medical Advisory Board Member | NA | Eric J. Margolis, M.D. | 2024-03-01 | Appointed |
| Medical Advisory Board Member | NA | Nathaniel E. Lebowitz, M.D. | 2024-03-01 | Appointed |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Committee Formation | Established Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. | NA | Enhances oversight and adherence to public company standards, with all members determined to be independent per Nasdaq rules. |
| Policy Adoption | Adopted a written Code of Business Conduct and Ethics. | NA | Promotes ethical behavior and compliance among directors, officers, and employees. |
| Policy Adoption | Adopted an Insider Trading Policy. | NA | Designed to promote compliance with insider trading laws and regulations. |
| Committee Formation | Formed a Medical Advisory Board in February 2024. | 2024-02-01 | Provides specialized expertise for Gaxos Health initiatives, enhancing product development and strategy in the health and wellness sector. |
| Director Independence | Board determined Adam Holzer, Scott Grayson, and Roman Feldman are independent directors. | NA | Ensures compliance with Nasdaq rules and promotes objective decision-making. |
| Audit Committee Financial Expert | Scott A. Grayson qualifies as an audit committee financial expert. | NA | Strengthens financial oversight and reporting integrity. |
| Exclusive Forum Provision | Articles of Incorporation provide that the Eighth Judicial District Court of Clark County, Nevada, is the exclusive forum for substantially all disputes between the company and its stockholders. | NA | May limit stockholders' ability to choose a judicial forum, potentially discouraging certain lawsuits. |
Legal Proceedings
- Not aware of any current material adverse legal proceedings or claims.
Related Party Transactions
- No related party transactions exceeding $120,000 or 1% of total assets were disclosed, other than executive compensation arrangements.
Stakeholder Impact
- Shareholders: Face significant dilution risk from ongoing capital raises (e.g., ATM offering, past warrant exercises). Potential for substantial losses due to stock price volatility and continued unprofitability. Returns are limited to share price appreciation as no dividends are expected.
- Employees: Small number of full-time employees (3), with reliance on external consultants, indicating a lean structure but potential for high workload or dependence on external expertise. Compensation for executives increased, including bonuses.
- Customers: Benefit from new AI-powered products and services across gaming, health, and productivity. However, risks related to unproven technologies, data privacy, and potential negative perceptions could impact user trust and engagement.
- Suppliers/Partners: RNK Health's partnership with Nekwellness and the Medical Partner is crucial for its administrative services revenue. Reliance on third-party cloud providers and game developers introduces dependency risks.
- Creditors: The company's continued operating losses and cash burn, despite management's belief in sufficient liquidity for 12 months, could pose risks if revenue growth does not accelerate or further financing becomes difficult.
Next Steps
- Continue research and development of products, particularly Gaxos Labs, Gaxos Health, and RNK Health platforms.
- Generate sufficient revenue to achieve positive cash flow and profitability.
- Obtain additional debt or equity financing as needed to sustain operations and implement growth strategy.
- Attract and retain users for Gaxos Labs, Gaxos Health, and Gaxos Gaming products.
- Attract and retain advertisers for Gaxos Gaming platform.
- Integrate AI to increase efficiency and reduce costs for trade partners and end users.
- Continuously enhance performance, functionality, usability, reliability, and flexibility of products.
- Monitor and adapt to emerging technologies and business models in the interactive entertainment industry.
- Address potential negative perceptions about products, services, and online communities.
- Comply with evolving data privacy and security laws and regulations globally.
- Manage growth effectively and upgrade operating and financial control systems.
- Maintain, protect, and enhance intellectual property.
- Complete the acquisition of 19.99% of America First Defense.AI LLC.
Key Dates
| Date | Description |
|---|---|
| 2021-10-27 | Company incorporated in Wyoming. |
| 2022-03-29 | Board of Directors approved Plan of Conversion to reincorporate in Delaware. |
| 2022-03-30 | Completed Delaware reincorporation; Board authorized and adopted 2022 Equity Incentive Plan. |
| 2023-02-17 | Entered employment agreement with CEO Vadim Mats upon IPO consummation. |
| 2023-03-20 | Board approved 2023 Stock Repurchase Program for up to $500,000 of common stock. |
| 2024-01-01 | Board approved extension of 2023 Stock Repurchase Program until March 31, 2024. |
| 2024-01-05 | Changed name to Gaxos.ai Inc. |
| 2024-02-01 | Formed a Medical Advisory Board. |
| 2024-02-28 | Majority shareholders granted discretionary authority for a 1-for-12 reverse stock split. |
| 2024-03-04 | Entered Purchase Agreement to acquire certain technology and computer code for $150,000. |
| 2024-03-05 | Granted stock options to directors (6,249 shares at $6.00/share). |
| 2024-03-07 | Effectuated 1-for-12 reverse stock split; entered Advisory Board Agreements with Medical Advisory Board members. |
| 2024-03-13 | Entered securities purchase agreement for March 2024 Private Placement, raising $3,499,484 gross proceeds. |
| 2024-04-04 | Filed registration statement with SEC for resale of securities from March 2024 Private Placement. |
| 2024-04-16 | Registration statement for March 2024 Private Placement declared effective. |
| 2024-05-16 | Purchased 666,660 common shares of RPM Interactive, Inc. for $199,998. |
| 2024-05-28 | Granted stock options to Medical Advisory Board members (12,501 shares at $3.82/share). |
| 2024-06-30 | Aggregate market value of non-affiliate common equity was $9,729,823. |
| 2024-07-04 | OBBBA enacted, restoring immediate expensing of domestic R&E expenditures. |
| 2024-07-17 | Granted stock options to a Medical Advisory Board member (7,000 shares at $2.15/share). |
| 2024-08-01 | EU's Artificial Intelligence Act (AI Act) entered into force. |
| 2024-09-16 | Board approved Plan of Conversion to reincorporate in Nevada. |
| 2024-09-20 | Entered inducement offer agreement for March 2024 Common Warrants, resulting in $2,834,843 net proceeds and issuance of new warrants. |
| 2024-09-23 | Formed wholly-owned subsidiary RNK Health LLC. |
| 2024-10-10 | Entered operating agreement with Nekwellness, LLC for RNK Health (Gaxos owns 70%). |
| 2024-12-18 | Entered securities purchase agreement for Registered Direct Offering, selling 1,449,277 common shares for $4,449,055 net proceeds; shelf registration statement declared effective. |
| 2024-12-26 | Entered securities purchase agreement for 2nd Registered Direct Offering, selling 1,346,669 common shares for $3,600,656 net proceeds. |
| 2024-12-27 | Received majority shareholder approval for Nevada reincorporation. |
| 2025-01-01 | Steven Shorr's salary increased to $75,000. |
| 2025-01-13 | Number of shares reserved under 2022 Plan increased by 250,000 to 553,637. |
| 2025-02-21 | Issued 200,000 restricted shares to Abraco LLC for software acquisition. |
| 2025-02-24 | Consummated Software Purchase Agreement, acquiring software for $500,000 cash and 200,000 shares. |
| 2025-03-03 | Changed state of incorporation from Delaware to Nevada. |
| 2025-03-15 | Company had 3 full-time employees and 8 shareholders of record. |
| 2025-04-14 | Granted stock options to directors (75,000 shares at $1.11/share). |
| 2025-05-01 | Launched UnGPT.ai. |
| 2025-08-01 | Launched Art-Gen.AI. |
| 2025-08-12 | Shareholders approved amendment to 2022 Plan, increasing reserved shares to 803,637. |
| 2025-09-17 | Made $10,000 investment into RPM Interactive, Inc. in exchange for a promissory note. |
| 2025-12-01 | Launched Bible Pray AI. |
| 2025-12-02 | Granted stock options to consultants (100,000 shares at $1.24/share). |
| 2025-12-10 | Exchanged $10,000 note receivable into an additional 100,000 shares of RPM Interactive. |
| 2025-12-12 | Exchanged 766,660 shares of RPM Interactive for 402.45 shares of Avalon Globocare Corps Series E preferred shares valued at $180,000. |
| 2025-12-31 | Fiscal year ended. |
| 2026-01-26 | Entered At The Market Offering Agreement with H.C. Wainwright and Co. for up to $5.6 million in common stock sales. |
| 2026-03-02 | Entered Membership Interest Purchase Agreement to acquire 19.99% of America First Defense.AI LLC for $2,900,000. |
| 2026-03-05 | Closing of America First Defense.AI LLC acquisition; ATM offering had issued 3,096,481 shares for $5.4 million net proceeds. |
| 2026-03-17 | Date of Annual Report on Form 10-K filing. |
| 2026-08-01 | Most important provisions of EU's Artificial Intelligence Act (AI Act) scheduled to become effective. |
Recommendation
holdGaxos.AI demonstrates impressive revenue growth driven by new AI product launches and strategic acquisitions, indicating strong market potential in emerging sectors. However, this growth comes at a significant cost, with escalating operating expenses leading to wider net losses and a substantial cash burn. While recent capital raises provide short-term liquidity, the company's limited operating history, reliance on unproven technologies, and intense competition present considerable risks. A 'hold' recommendation is appropriate for investors who are already exposed and believe in the long-term vision of the company's AI portfolio, acknowledging the high-risk, high-reward profile. New investors should exercise extreme caution due to the speculative nature and current unprofitability.
Keywords
AI solutions, generative AI, health tech, gaming, NFTs, SaaS, digital wellness, biometric data, SEC filing, 10-K, financial performance, startup risks, cybersecurity, data privacy, intellectual property, capital raise, GXAI, America First Defense.AI
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