What the changes say
- Gaxos.ai pivoted away from NFT platforms and digital assets toward artificial intelligence markets.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
We may utilize artificial intelligence, which exposes us to liability and affects our business
The use of artificial intelligence and machine learning may introduce legal liabilities, regulatory challenges, and operational flaws like unintended bias.
- NewRisks Related to Our Business and Industry
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
Customer adoption of artificial intelligence could alter workplace needs and furniture procurement, impacting our order volume.
Dropped
- DroppedRisks Related to Our Business and Industry
Our Platform is currently under development and no assurance can be given that our Platform will be accepted by others or generate sufficient interest
- DroppedRisks Related to Our Business and Industry
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
- DroppedRisks Related to Our Business and Industry
Digital ecosystems, including offerings of digital assets, is evolving, and uncertain, and new regulations or policies may materially adversely affect our development
- DroppedRisks Related to Our Business and Industry
We may not be able to adequately evaluate the risks associated with our planned NFT platform
- DroppedRisks Related to Our Business and Industry
Increasing gas fees on Polygon could materially affect our revenues
- DroppedRisks Related to Information Technology Systems, Intellectual Property and Privacy Laws
The Platform may raise issues regarding third party intellectual property rights
- DroppedRisks Related to Information Technology Systems, Intellectual Property and Privacy Laws
The Platform may face cybersecurity risks
- DroppedRisks Related to Information Technology Systems, Intellectual Property and Privacy Laws
Digital ecosystems, including offerings of digital assets, are evolving, and uncertain, and new regulations or policies may materially adversely affect our development
Platform under development for games and NFTs.
- DroppedRisks Related to Digital Assets
The sale of NFTs on the Platform could be determined to be the unregistered sale of securities
- DroppedRisks Related to Digital Assets
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
Platform technology is new and unproven.
- DroppedRisks Related to Digital Assets
We rely on third parties for certain aspects of our business, which creates additional risk
Digital ecosystems and blockchain regulations.
- DroppedRisks Related to Digital Assets
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
Risks of planned NFT platform.
- DroppedRisks Related to Digital Assets
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
- DroppedRisks Related to Digital Assets
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
- DroppedRisks Related to Digital Assets
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
- DroppedRisks Related to Digital Assets
Currently, there is a relatively small use of digital assets in the retail and commercial marketplace for goods or services. In comparison, there is relatively large use by speculators contributing to price volatility
- DroppedRisks Related to Digital Assets
Incorrect or fraudulent cryptocurrency transactions may be irreversible
- DroppedRisks Related to Digital Assets
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
- DroppedRisks Related to Digital Assets
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
Increasing gas fees on Polygon blockchain.
- DroppedRisks Related to Digital Assets
Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects an investment in us
- DroppedRisks Related to Digital Assets
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
- DroppedRisks Related to Digital Assets
We may lose our private key to our digital wallet, causing a loss of all of our digital assets
- DroppedRisks Related to Digital Assets
The SEC and its staff have taken the position that certain digital or “crypto” assets (which includes NFTs) fall within the definition of a “security” under the U.S. federal securities laws
- DroppedRisks Related to Regulatory Changes
The Platform may be subject to regulation by financial regulators
- DroppedRisks Related to Regulatory Changes
Our facilitation of transactions in cryptocurrencies such as Ether on the Platform exposes us to risks under U.S. and foreign tax laws
Reworded
- 63% rewrittenRisks Related to Our Business and Industry
If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing shareholders may suffer substantial dilution
Added disclosure of the $5,600,000 ATM Agreement entered into with H. C. Wainwright and Co., LLC on January 26, 2026.
- 59% rewrittenRisks Related to Our Business and Industry
We may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability in the future
Added specific financial figures showing a cash balance of $840,499, short-term investments of $11,345,187, and working capital of $11,919,230 on December 31, 2025.
- 55% rewrittenRisks Related to Regulatory Changes
Government regulations applicable to us may negatively impact our business
Retained the warning on complex global regulations and World Health Organization gaming disorder classifications without substantive changes.
- 23% rewrittenRisks Related to Our Business and Industry
We have a limited operating history and, therefore, cannot accurately project our revenues and operating expenses
Replaced references to the nascent NFT market with the evolving AI markets and noted the lack of a strong customer base and sustainable revenue.
All 45 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01We have a limited operating history and, therefore, cannot accurately project our revenues and operating expenses23% rewritten
- 02We may encounter numerous difficulties frequently encountered by companies in the early stage of operations
- 03We may be unable to manage our growth or implement our expansion strategy
- 04We will need additional debt or equity financing in the future
- 05If we are unable to obtain additional funding when needed, our business operations will be harmed, and if we do obtain additional financing, our then-existing shareholders may suffer substantial dilution63% rewritten
- 06We are dependent on the services of certain key management personnel, employees, and advisors. If we are unable to retain or motivate such individuals or hire qualified personnel, we may not be able to grow effectively
- 07We may continue to incur substantial losses and negative operating cash flows and may not achieve or maintain positive cash flow or profitability in the future59% rewritten
- 08We may utilize artificial intelligence, which exposes us to liability and affects our businessNew
- 09Our business will be intensely competitive. We may not deliver successful and engaging games, or players and consumers may prefer our competitors’ products over our own
- 10The 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 resultsNew
- 11Our industry is subject to rapid technological change, and if we do not adapt to, and appropriately allocate our resources among, emerging technologies and business models, our business may be negatively impacted
- 12Negative perceptions about our business, products, and services and the communities within our products and services may damage our business, and we may incur costs to address concerns
- 13We may become involved in legal proceedings that may result in adverse outcomes
- 14Our business is subject to economic, market and geopolitical conditions
- 15Catastrophic events may disrupt our business
- 16We may not meet our product and live service development schedules and live service release schedule may be delayed, cancelled, or poorly received
Risks Related to Information Technology Systems, Intellectual Property and Privacy Laws
- 17We face the risk of fraud
- 18We use open-source software in connection with certain of our games and services which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative impact on our business
- 19We rely on third-party providers for computing infrastructure, secure network connectivity, and other technology-related services needed to deliver our products. Any disruption in the services provided by such third-party provider could adversely affect our business
- 20We may not be able to secure all rights to our intellectual property or our rights may be subject to claims of infringement by others and other issues affecting production
- 21If third parties claim that we infringe their intellectual property, it may result in costly litigation
- 22We may not be able to adequately protect our proprietary technology, and our competitors may be able to offer similar products and services which would harm our competitive position
- 23The laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and regulations could harm our business
- 24We collect, store, process, and use personal data, which subjects us to legal obligations and laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business
- 25United States federal and state privacy laws, and equivalent laws of other nations, may increase our costs of operation and expose us to civil and criminal sanctions
- 26Our business will be subject to complex and prescriptive regulations regarding consumer protection and data privacy practices, and could be adversely affected if our consumer protection, data privacy and security practices are not adequate, or perceived as being inadequate
Risks Related to Regulatory Changes
- 27Changes in our tax rates or exposure to additional tax liabilities, and changes to tax laws and interpretations of tax laws could adversely affect our earnings and financial condition
- 28Government regulations applicable to us may negatively impact our business55% rewritten
- 29We may face significant competition, which may harm our business, results of operations or financial condition
- 30Gaxos Health would be adversely affected if we cannot obtain, process or distribute data we require to provide our solutions
Risks Related to Our Common Stock
- 31The market prices and trading volume of our shares of Common Stock may experience rapid and substantial price volatility which could cause purchasers of our common stock to incur substantial losses
- 32The price of our securities may fluctuate substantially
- 33Our ability to have our securities traded on the Nasdaq Capital Market is subject to us meeting applicable listing criteria
- 34We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results
- 35If research analysts do not publish research about our business or if they issue unfavorable commentary or downgrade our Common Stock, our securities’ price and trading volume could decline
- 36Market and economic conditions may negatively impact our business, financial condition and share price
- 37The ability of a stockholder to recover all or any portion of such stockholder’s investment in the event of a dissolution or termination may be limited
- 38We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Any return to shareholders will therefore be limited to the increase, if any, of our share price
- 39We are an “emerging growth company” and are able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our Common Stock less attractive to investors
- 40Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters
- 41If we fail to comply with the rules under Sarbanes-Oxley related to accounting controls and procedures in the future, or, if we discover material weaknesses and other deficiencies in our internal control and accounting procedures, our stock price could decline significantly and raising capital could be more difficult
- 42Provisions in our articles of incorporation, bylaws and of Nevada law have anti-takeover effects that could prevent a change in control that could be beneficial to our stockholders, which could depress the market price of shares of our common stock
- 43If our shares become subject to the penny stock rules, it would become more difficult to trade our shares
- 44FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock
- 45We may be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our Common Stock less attractive to potential investors
Other Gaxos.ai 10-Ks
- FY2024 10-K risk factors68 risks
The company relies heavily on unproven NFT and blockchain technologies, facing regulatory uncertainties and potential security vulnerabilities. Early-stage operations and a lack of revenue threaten going concern status without additional financing. Platform development and digital asset integration expose the business to intense competition, intellectual property claims, and evolving data privacy laws.
Filed Mar 28, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.