Form 8-K

8-K — GAXOS.AI INC.

Accession: 0001213900-26-072056

Filed: 2026-06-25

Period: 2026-06-18

CIK: 0001895618

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0295894-8k_gaxos.htm (Primary)

EX-2.1 — ASSET PURCHASE AGREEMENT BY AND BETWEEN GAXOS.AI INC. AND GAME FOUNDRY AI DATED JUNE 18, 2026 (ea029589401ex2-1.htm)

EX-99.1 — PRESS RELEASE DATED JUNE 24, 2026 (ea029589401ex99-1.htm)

EX-99.2 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF GAXOS.AI INC. FOR THE YEAR ENDED DECEMBER 31, 2025 (ea029589401ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295894-8k_gaxos.htm · Sequence: 1

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0001895618

2026-06-18

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 18, 2026

GAXOS.AI INC.

(Exact name of registrant as specified in its charter)

Nevada

001-41620

87-3288897

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I. R. S. Employer

Identification No.)

101 Eisenhower Pkwy, Suite 300,

Roseland, NJ 07068

(Address of principal executive offices, including

ZIP code)

(973) 275-7428

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.0001

GXAI

The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or

Disposition of Assets

On June

18, 2026, Gaxos.ai Inc. (the “Company”) entered into and simultaneously consummated the closing of an Asset Purchase Agreement

(the “APA”), by and among the Company and Game Foundry AI (the “Buyer”) for the sale of substantially all of the

Company’s gaming assets, including its portfolio of mobile games and Gaxos Gaming Lab in exchange for the issuance of 2,200,000

shares of the Buyer’s common stock, for an aggregate estimated consideration of $1,760,000. The shares were issued in reliance on

Section 4(a)(2) of the Securities Act of 19933, as amended.

Item 7.01 Regulation FD Disclosure

On June 24, 2026, the Company issued a press release

announcing its entry into the APA and simultaneous closing. A copy of the Company’s press release is attached hereto as Exhibit

99.1 and is incorporated by reference herein.

The information provided under this Item 7.01

of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing

under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference

in such filing.

Item 9.01 Financial Statements and Exhibits.

(b)

Pro forma financial information.

The unaudited pro forma condensed combined financial

information of the Company as of and for the year ended December 31, 2025 and the notes related thereto, in each case giving effect to

the Asset Sale, are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

2.1

Asset Purchase Agreement by and between Gaxos.ai Inc. and Game Foundry AI dated June 18, 2026

99.1

Press release dated June 24, 2026

99.2

Unaudited pro forma consolidated financial information of Gaxos.ai Inc. for the year ended December 31, 2025

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 25, 2026

GAXOS.AI INC.

/s/ Vadim Mats

Vadim Mats

Chief Executive Officer

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EX-2.1 — ASSET PURCHASE AGREEMENT BY AND BETWEEN GAXOS.AI INC. AND GAME FOUNDRY AI DATED JUNE 18, 2026

EX-2.1

Filename: ea029589401ex2-1.htm · Sequence: 2

Exhibit 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT

(this “Agreement”) entered into as of June 18, 2025 by and among Game Foundry Ai, Inc., a Nevada corporation

(“Buyer”), Gaxos.ai, Inc. a Nevada corporation (“Seller”). Buyer and Seller are each

referred to herein as a “Party” and together as the “Parties.”

RECITALS

A. Seller

owns and operates a mobile games business mainly via the Websites under the Domain Names (i) gaxosgaming.com and (ii) gaxosgaminglabs.com

(the “Company Websites”), and the software and software services made available to end users via the Company

Websites and mobile applications, all of which it has designed, maintains and from time to time modifies (such business and operations

as presently conducted being referred to herein as the “Business”).

B. Seller

desires to sell, transfer and assign to Buyer, and Buyer desires to purchase from Seller, the assets of Seller associated with the Business,

wheresoever located, upon the terms and subject to the conditions set forth herein.

C. Seller,

on the one hand, and Buyer, on the other hand, desire to make certain representations and warranties and other agreements in connection

with the transactions contemplated hereby.

D. Concurrent

with the execution and delivery of this Agreement, as a material inducement to Buyer to enter into this Agreement, Buyer and Seller shall

enter into: (i) a General Assignment and Bill of Sale in the form attached hereto as Exhibit A (the “Bill of Sale”);

(ii) a Domain Name Assignment in the form attached hereto as Exhibit B (the “Domain Name Assignment”);

and (iii) an Intellectual Property Rights Assignment in the form attached hereto as Exhibit C (the “Intellectual Property

Rights Assignment”).

AGREEMENT

NOW, THEREFORE, in consideration

of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance thereof,

and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties

hereby agree as follows:

ARTICLE I

SALE AND PURCHASE OF ASSETS

1.1 Sale

and Purchase of Assets. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign,

transfer and deliver to Buyer free and clear of all Liens, and Buyer shall purchase from Seller, all of its right, title and interest

in and to the Purchased Assets for 2,200,000 shares of common stock of Buyer (the “Consideration”).

1.2 Purchased

Assets. For purposes of this Agreement, the term “Purchased Assets” shall consist of:

(a) the

Products listed on Schedule 1.2 (a);

(b) the

Transferred Intellectual Property Rights;

Transferred Technology;

(d) the

Web Content;

(e) the

Customer Lists;

(f) all

claims of Seller against third parties relating to the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;

and

(g) all

rights to recover past, present and future damages for the breach, infringement or misappropriation, as the case may be, of any of the

foregoing.

1.3 Excluded

Assets. Notwithstanding Section 1.2, and notwithstanding any other provision of this Agreement, Seller shall not sell or transfer

to Buyer, and Buyer not acquire from Seller, and the Purchased Assets will not include (a) any other assets of Seller not included in

the Purchased Assets; or (c) and Third Party Assets (collectively the “Excluded Assets”).

1.4 No

Assumed Liabilities. The term “Liabilities” means liabilities, obligations, commitments or responsibilities of

any nature whatsoever. Buyer shall not assume and shall not be liable for any Liabilities of Seller, all of which shall be retained and

discharged by Seller as it determines.

1.5 The

Closing. The closing of the transaction contemplated by this Agreement (the “Closing”) shall be closed

by e-mail exchange of documents and wire transfer of funds by Buyer and their respective counsel on the date hereof (the “Closing

Date”).

1.6 Deliveries

by Seller. At the Closing, Seller will deliver or cause to be delivered to Buyer the following:

(a) a

counterpart of the Bill of Sale in the form attached hereto as Exhibit A duly executed by Seller;

(b) a

counterparts of the Domain Name Assignment in the form attached hereto as Exhibit B duly executed by Seller;

counterpart of the Intellectual Property Rights Assignment in the form attached hereto as Exhibit C; and

(d) all

other documents, instruments and writings reasonably requested by Buyer that are reasonably necessary to assign, convey, transfer and

deliver to Buyer, good and valid title to the Purchased Assets.

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Without limiting the foregoing,

all Seller Software included in the Transferred Technology shall, at Buyer’s request, be delivered to Buyer by electronic means.

Delivery shall be complete upon delivery of the user identification and passcodes to the servers upon which the Transferred Technology

is located. Seller shall deliver all current versions of the Transferred Technology (whether released versions or development versions).

To the extent that Seller cannot grant possession of certain assets to Buyer as of the Closing, those assets shall be held by Seller for

and on behalf of Buyer until such time as Buyer or its designee is granted possession thereof.

1.7 Deliveries

by Buyer. At the Closing, Buyer will deliver or cause to be delivered to Seller the following:

(a) the

Consideration by issuing to Seller 2,200,000 shares of common stock of Buyer, evidenced by a stock certificate registered in Seller’s

name (or, if uncertificated, by book-entry notation in the records of Buyer’s transfer agent);

(b) a

counterpart of the Bill of Sale in the form attached hereto as Exhibit A duly executed by Buyer;

of the Domain Name Assignment in the form attached hereto as Exhibit B duly executed by Buyer; and

(d) a

counterpart of the Intellectual Property Rights Assignment in the form attached hereto as Exhibit C;

1.8 Further

Assurances. On and after the Closing, upon the reasonable request of a Party, the other Party shall prepare, execute and deliver

such other and further agreements, instruments, certificates, and other documents, and take, do and perform such other and further actions,

as may be reasonably necessary or appropriate in order to effectuate the purposes and intent of this Agreement and to consummate the transactions

contemplated hereby.

1.9 Sales

and Transfer Taxes. Seller shall pay and indemnify Buyer against all applicable sales and transfer Taxes (or any similar Taxes)

and all recording and filing fees that may be imposed, assessed or payable by reason of the operation or as a result of this Agreement

including the sales, transfers, leases, rentals, licenses, and assignments contemplated hereby (“Transfer Taxes”).

Buyer and Seller shall use commercially reasonable efforts, to the extent permitted by Law, to reduce any applicable Transfer Taxes.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants

to Buyer that the statements in this Article II are true and correct as of the date hereof:

2.1 Organization,

Qualification and Corporate Power. Seller is a corporation duly organized, validly existing under the laws of the jurisdiction

of its organization. Seller has all requisite corporate power and authority: (a) to conduct its business in the manner in which its

business is currently being conducted; (b) to own and use its assets in the manner in which its assets are currently owned and used;

and (c) to perform its obligations under all Contracts by which it is bound. Seller is duly qualified or licensed and in good standing

to do business in each jurisdiction in which the property owned, leased or operated by it in the conduct of its business makes such qualification

or licensing necessary.

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2.2 Authorization

of Transaction. Seller has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements

to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement

and the Ancillary Agreements to which it is a party and the consummation by Seller of the transactions contemplated hereby and thereby

have been duly and validly authorized by all necessary corporate action on the part of Seller, and no further action is required on the

part of Seller to authorize the Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby

and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and validly executed and delivered by Seller

and (assuming due authorization, execution and delivery by Buyer) constitute valid and binding obligations of Seller, enforceable against

it in accordance with their terms.

2.3 Noncontravention.

Neither the execution and delivery by Seller of this Agreement or the Ancillary Agreements, nor the consummation by Seller of the transactions

contemplated hereby or thereby, will (a) conflict with or violate any provision of the certificate of formation or operating agreement

of Seller, (b) require on the part of Seller any filing with, or any permit, authorization, consent or approval of, any court, arbitrational

tribunal, administrative agency or commission or other governmental or regulatory authority or agency (a “Governmental Entity”),

(c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result

in the acceleration of any obligations under, create in any party the right to terminate, modify any provision or cancel, or require any

notice, consent or waiver under, any Contract (the “Required Consents”), (d) result in the imposition of

any Lien upon any of the Purchased Assets, or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable

to any of the Purchased Assets.

2.4 Title

to Properties; Absence of Liens

(a) Seller

has good and marketable title to all of the Purchased Assets, free and clear of any Liens. The Purchased Assets are hereby transferred,

conveyed and assigned to Buyer free and clear of any Liens.

(b) Seller

has, and as of immediately prior to the Closing will have, good and valid title to, or a valid license or other rights to use, the Purchased

Assets, and as of the Closing, the Purchased Assets shall be free and clear of any Liens.

2.5 Intellectual

Property.

(a) Each

item of Transferred Intellectual Property Rights and Transferred Technology is free and clear of any Liens. Seller hereby sells all of

its right, title and interest in and to, each item of Transferred Intellectual Property Rights and Transferred Technology.

(b) Seller

has not transferred ownership of, or granted any license of or right to use, or authorized the retention of any rights to use, any Intellectual

Property Right to any other Person that is, or would otherwise be, a Transferred Intellectual Property Right other than standard end user

license agreements entered into in the ordinary course of business of Seller.

-4-

as set forth on Schedule 2.6(c) to this Agreement, Seller does not use any Software that is distributed as “free software,”

“open source software” or under a similar licensing or distribution model (including the GNU General Public License (GPL),

GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License,

the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License) (“Open Source Materials”)

in the operation of the Business.

(d) To

the knowledge of Seller, the Purchased Assets, do not infringe or misappropriate the Intellectual Property Rights of any Person.

(e) There

are no Contracts between Seller and any other Person with respect to the Purchased Assets, including the Transferred Intellectual Property

Rights, under which there is any dispute or any overtly threatened dispute regarding the scope of such Contract or performance under such

Contract.

(f) To

the knowledge of Seller, no Person is infringing or misappropriating the Transferred Intellectual Property Rights.

(g) Seller

has taken reasonable steps to protect Seller’s rights in the Confidential Information and Trade Secrets of Seller associated with

or related to the Purchased Assets.

(h) Other

than Open Source Materials, no third party possesses any copy of any Source Code to any Seller owned Software included in any of the Purchased

Assets and Seller shall have delivered to Buyer all copies of such Source Code, and Seller shall not have retained any copy of any Source

Code to any Software that is Transferred Technology.

(i) All

current and former employees and consultants of Seller have executed a proprietary rights and confidentiality agreement in customary form

and all current and former employees and consultants of Seller who have created or modified any of the Technology have executed such an

agreement assigning all of such employees’ and consultants’ rights in and to the Transferred Technology and the Transferred

Intellectual Property Rights to Seller.

(j) Other

than any Third Party Assets licensed to Seller, Seller is not required to make or accrue any royalty or other payment to any third party

in connection with any of the Purchased Assets. To the extent Seller has any license or other contract for Third Party Assets relevant

to the Products, which is assignable by Seller to Buyer, Seller will use reasonable efforts to facilitate such assignment. For any license

or contract for Third Party Assets that is not assignable, Buyer shall be responsible for procuring any rights.

2.6 Complete

Copies of Materials. Each document delivered to Buyer or its counsel by Seller in connection with this Agreement and the transactions

contemplated hereby was a true and complete copy of such document.

2.7 Litigation.

There is no Action pending and, to the knowledge of Seller, there is no Action threatened against Seller in connection with the Business.

Seller has not received written notice of any overt threat by any third party of the intent to file or initiate an Action, which would

be material to the Business or the Purchased Assets.

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2.8 Brokers’

Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial

advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements

made by or on behalf of Seller.

2.9 No

Material Misstatements or Omissions. Neither this Agreement, the Schedules or Exhibits hereto, nor any certificate or document

furnished by Seller pursuant to this Agreement contains or will contain any untrue statement of a material fact or omits or will omit

to state any material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants

to Seller as follows:

3.1 Organization.

Buyer is a duly organized corporation, validly existing and in good standing under the laws of the State of Nevada.

3.2 Authorization

of Transaction. Buyer has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements

to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by Buyer of this Agreement

and the Ancillary Agreements to which it is a party and the consummation by Buyer of the transactions contemplated hereby and thereby

have been duly and validly authorized by all necessary corporate action on the part of Buyer, and no further action is required on the

part of Buyer or its members or other equity owners to authorize the Agreement and the Ancillary Agreements to which it is a party and

the transactions contemplated hereby and thereby. This Agreement and the Ancillary Agreements to which it is a party have been duly and

validly executed and delivered by Buyer and (assuming due authorization, execution and delivery by Seller) constitute valid and binding

obligations of Buyer.

3.3 Brokers’

Fees. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial

advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements

made by or on behalf of Buyer, enforceable against it in accordance with their terms.

3.4 Noncontravention.

Neither the execution and delivery by Buyer of this Agreement or the Ancillary Agreements, nor the consummation by Buyer of the transactions

contemplated hereby or thereby, will (a) conflict with or violate any provision of the certificate of incorporation or bylaws or other

organizational documents of Buyer, or (b) require on the part of Buyer any filing with, or any permit, authorization, consent or approval

of, any Governmental Entity.

3.5 Issuance

of the Consideration. The Consideration is duly authorized and, at the Closing, will be duly and validly issued, fully paid and nonassessable,

free and clear of all Liens imposed by the Buyer other than restrictions on transfer provided for in this Agreement.

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3.6 Capitalization. The

Buyer is authorized to issue (i) [_________] shares of Common Stock, of which there are [_________] shares issued and outstanding, and

(ii) [_________] shares of Preferred Stock, of which there are [_________] shares issued and outstanding, all as of the date hereof. Purchaser

has reserved from its duly authorized capital stock the Consideration issuable at the Closing pursuant to this Agreement. When issued

by Buyer in accordance with the terms of this Agreement, the Consideration: (a) will be issued free and clear of all Liens, except those

imposed by applicable securities laws; (b) will be validly and duly issued and fully paid and non-assessable; and (c) will not be subject

to any preemptive or similar rights of a stockholder of Buyer to subscribe for or purchase additional securities of Buyer as a result

of such issuance.

ARTICLE IV

COVENANTS

4.1 Noncompete;

Nonsolicitation.

(a) For

a period of one (1) year commencing on the Closing Date or for so long as Seller is in existence, whichever is shorter (the “Noncompete

Period”), Seller shall not, without Buyer’s prior written consent, directly or indirectly own, have an interest in

(other than as a less than 1% equity owner of any Person traded on any national, international or regional stock exchange or in the over-the-counter

market), operate, join, control, or participate in, or be connected with as a partner, consultant or otherwise with, any Competing Business,

and they will not directly or indirectly engage in the Competing Business anywhere within the United States or any foreign country in

which Buyer is at any time conducting business during the Noncompete Period.

(b) During

the Noncompete Period, Seller shall not, directly or indirectly:

(i) (A)

Divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (“Solicit”),

any person who is, to Seller’s knowledge, an officer or employee of Buyer or its subsidiaries to accept employment with Seller or

a third party, (B) Solicit any Person who is, or was, at any time within six (6) months, an officer, employee, agent or consultant of

Seller or, to Seller’s knowledge, Buyer or its subsidiaries, to work for a third party engaged in a business that is a Competing

Business or to engage in any of the activities hereby prohibited under Section 4.1(a), or subparagraph (ii) below, or (C)

Solicit any consultant or contractor included in the Purchased Assets to work for Seller or a third party engaged in a business that is

a Competing Business; or

(ii) Solicit,

(A) any person or entity which, to the knowledge of Seller, is an actual or prospective customer of Buyer or its subsidiaries, to become

a customer of any third party engaged in a Competing Business or (B) to the knowledge of Seller, any customer, supplier, licensee, licensor,

consultant or other business relation to cease doing or materially reduce its business with Buyer or its subsidiaries.

agrees that the restrictive covenants contained in this Section 4.1 are reasonable under the circumstances and further agree that

the covenants contained in this Section 4.1 should be interpreted in such a manner as to be effective and valid under applicable

Law. In the event any provision of this Section 4.1 or portion thereof shall be held to be illegal or unenforceable, the remainder

of this Section 4.1 or such provision shall remain in full force and effect. If any one or more of the provisions contained in

this Section 4.1 shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject,

such provision shall be construed by limiting or reducing it so as to be enforceable to the maximum extent compatible with applicable

Law.

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4.2 Confidentiality.

(a) Seller

acknowledges that included in the Purchased Assets are certain Intellectual Property Rights that Seller has used in the Business and that

have commercial value in the Business and accordingly have been treated by Seller as confidential. All such information, including all

Source Code, other than Open Source Materials, and any information furnished to Buyer pursuant to Section 1.1 (collectively, the

“Confidential Information”) shall be kept confidential by Seller as provided below; provided, however,

that the term “Confidential Information” shall not include any information which shall have been made public by Seller or

its affiliates prior to the date hereof or which shall be made public by Buyer or its affiliates or any third party at any time after

the Closing Date. Seller agrees that on and after the Closing Date, they and their affiliates will keep in confidence all Confidential

Information and neither Seller nor any of its affiliates will, without Buyer’s prior written consent, use or disclose any Confidential

Information, except to the extent (i) necessary to comply with any legal requirements in connection with Seller’s ownership

or operation of the Purchased Assets on or prior to the Closing Date, such as the filing of income tax returns or reports or (ii) Seller

or any of their affiliates becomes legally compelled (e.g., by oral questions, interrogatories, request for information or documents,

subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, in which case, Seller or its

affiliate, as the case may be, will provide Buyer with prompt written notice so that Buyer may seek a protective order or other appropriate

remedy and/or waive compliance with the provisions of this Section 4.2. If such protective order or other remedy is not obtained

or Buyer waives compliance with the provisions of this Section 4.2, Seller or its affiliates, as the case may be, will furnish

only that portion of the Confidential Information which is legally required.

(b) Except

as provided in Section 4.2(c), each Party hereto agrees that this Agreement and every provision hereof shall be strictly confidential

and shall not be disclosed to any other person other than: (i) with the written consent of Seller and Buyer; (ii) if it is required by

Law; (iii) if it is made pursuant to existing contractual obligations; or (iv) if it is required by any rule or regulation of any securities

exchange or regulatory or governmental body whether or not this has the force of law.

the foregoing, the confidentiality obligations set forth in Section 4.2(b) shall not prevent or restrict Buyer in any way from

announcing to or otherwise notifying third parties at any time following the Closing that it has purchased the Purchased Assets and introducing

itself as successor.

4.3 Access

to Information. After the Closing Date, the Parties shall provide to each other and to their respective officers, authorized

employees, accountants, counsel and other authorized representatives, upon reasonable request (subject to any limitations that are reasonably

required to preserve any applicable attorney-client privilege or third party confidentiality obligation), reasonable access for inspection

and copying of all the Business Records and any other information relating to the Business or the Purchased Assets existing as of the

Closing Date, and shall make their respective personnel reasonably available for interviews, depositions and testimony in any legal matter

concerning transactions contemplated by this Agreement, and as otherwise may be necessary or desirable to enable the Party requesting

such assistance to: (i) comply with any reporting, filing or other requirements imposed by any Governmental Entity, including filing

any tax returns and responding to Tax audits or Tax authority disputes with respect to the Business and the Purchased Assets; (ii) assert

or defend any claims or allegations in any litigation or arbitration or in any administrative or legal proceeding other than claims or

allegations that one Party to this Agreement has asserted against the other; or (iii) subject to clause (ii) above, perform

its obligations under this Agreement.

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ARTICLE V

INDEMNIFICATION

5.1 Indemnification

by Seller. Seller shall indemnify and hold harmless Buyer and their respective members, employees, agents and representatives, and

their respective successors and assigns (collectively, the “Buyer Indemnitees”), from and against, and pay or

reimburse the Buyer Indemnitees for, any and all losses, claims, actions, damages, Liabilities, Taxes, obligations, fines, proceedings,

deficiencies, and out-of-pocket costs and expenses, including, without limitation, reasonable attorneys’ fees and disbursements

(collectively, “Losses”), resulting from or arising out of:

(a) any

inaccuracy in or breach of any representation or warranty made by Seller in Article 3 hereof or in any certificate furnished by

Seller in connection herewith;

(b) any

breach or nonperformance of any covenant or obligation made or incurred by Seller in this Agreement; and

imposition or attempted imposition by a third party of any liability on any Buyer Indemnitee arising from Seller’s operation of

the Business or otherwise.

5.2 Indemnification

by Buyer. Buyer shall indemnify and hold harmless Seller and their respective members, employees, agents and representatives,

and their respective successors and assigns (collectively, the “Seller Indemnitees”), from and against, and

pay or reimburse the Seller Indemnitees for, any and all Losses, resulting from or arising out of:

(a) any

inaccuracy in or breach of any representation or warranty made by Buyer in Article 2 hereof or in any certificate furnished by

Seller in connection herewith;

(b) any

breach or nonperformance of any covenant or obligation made or incurred by Seller in this Agreement; and

imposition or attempted imposition by a third party of any liability on any Buyer Indemnitee arising from Seller’s operation of

the Business or otherwise.

-9-

ARTICLE VI

MISCELLANEOUS

6.1 Entire

Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and

supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, with respect to the subject

matter hereof.

6.2 Succession

and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective

successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without

the prior written approval of the other Party, except that without the consent of the other Party or Parties any Party may assign its

rights hereunder in connection with any sale of all or substantially all of the assets of such Party or a transfer of voting control of

such Party, including by way of merger; provided that the acquiror or assignee agrees to assume and be bound by the obligations

of such Party under this Agreement.

6.3 Counterparts

and Electronic Signature. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original

but all of which together shall constitute one and the same instrument. Signatures sent by facsimile, PDF transmission via electronic

mail or other electronic means shall constitute originals.

6.4 Notices.

All notices, requests, demands, claims, and other communications required or permitted hereunder shall be in writing and shall be deemed

duly delivered (i) three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid,

(ii) one business day after it is sent for next business day delivery via a reputable nationwide overnight courier service, or (iii) on

the date sent after transmission by facsimile with written confirmation, in each case to the intended recipient as set forth below (which

may be changed by giving the other Parties notice in the manner herein set forth):

To Buyer:

Game Foundry Ai Inc.

18335 Collins Ave Suite 3122

Sunny Isles Beach, FL 33160

Attention: Menachem Ben-Or

with a copy to:

Smith Eilers, PLLC

149 S. Lexington Ave.

Asheville, NC 28801

Attention: William

Eilers

-10-

To Seller or the Members:

Gaxos.AI Inc.

101 Eisenhower Pkwy, Suite 300

Roseland, NJ 07068

Attention: Vadim Mats

with a copy to:

Sheppard, Mullin,

Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Attention: Richard

A. Friedman, Esq.

Fax:

6.5 Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, regardless of the

laws that might otherwise govern under applicable principles of conflicts of law thereof.

6.6 Other

Remedies; Specific Performance. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a

party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and

the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable

damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms

or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent

breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state

having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

6.7 Amendments

and Waivers. The Parties may mutually amend any provision of this Agreement. No amendment of any provision of this Agreement

shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver of any right or remedy hereunder shall

be valid unless the same shall be in writing and signed by the Party giving such waiver. No waiver by any Party with respect to any default,

misrepresentation or breach of warranty or covenant hereunder shall be deemed to extend to any prior or subsequent default, misrepresentation

or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Any delay of exercise of any right under this Agreement shall not constitute a waiver of such right.

6.8 Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in

any other situation or in any other jurisdiction. The Parties shall use their commercially reasonable efforts to replace such void or

unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the

economic, business and other purposes of such void or unenforceable provision.

6.9 Expenses.

Except as expressly provided in this Agreement, the Parties shall bear their respective direct and indirect expenses incurred in connection

with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby.

-11-

ARTICLE VII

DEFINITIONS

7.1 “Action”

means any claim, action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or other investigation.

7.2 “affiliate”

of any Person means any Person that controls, is controlled by, or is under common control with such Person. As used herein, the term

“control” (including the terms “controlling”, “controlled by” and “under common control with”)

means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person,

whether through ownership of voting securities or other interests, by contract or otherwise.

7.3 “Ancillary

Agreements” means the Bill of Sale, the Domain Name Assignment and the Intellectual Property Rights Assignment Agreement.

7.4 “business

day” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the State of New York or any other

day on which banking institutions are not required to be open in the State of New York.

7.5 “Business

Records” means all books, records, ledgers and files or other similar information of Seller used or held for use in the

operation or conduct of the Business, including price lists, Customer Lists, vendor lists, mailing lists, warranty information, catalogs,

sales promotion literature, advertising materials, brochures, records of operation, standard forms of documents, manuals of operations

or business procedures, research materials and product testing reports required by any Governmental Entity, but excluding any such items

to the extent any applicable Law prohibits their transfer.

7.6 “Charter

Documents” means Seller’s certificate of formation and operating agreement or other applicable corporate formation

documents, each as amended to date and in full force and effect on the date hereof.

7.7 “Code”

means the Internal Revenue Code of 1986, as amended.

7.8 “Competing

Business” means developing, enhancing, marketing, licensing and supporting products that compete with the Products.

7.9 “Contract”

means any mortgage, indenture, lease, contract, covenant or other agreement, instrument or commitment, permit, concession, franchise

or license.

7.10 “Customer

Lists” means all lists of customers of Seller or prospective customers solicited by Seller.

7.11 “Derivative

Work” shall have the meaning ascribed to it under the United States Copyright Law, Title 17 U.S.C. Sec. 101 et.

seq., as the same may be amended from time to time.

7.12 “Development

Tools” means development software, development documentation, compilers, interpreters, system build software, test suites,

testing tools and documentation, support tools, revision control systems and environments and other materials used in or necessary to

the use, development, testing, maintenance, support, modification or implementation of the Products or other development activities of

the Business.

-12-

7.13 “Employee”

shall mean any current or former employee, consultant or director of Seller who has provided services to Seller or any of its predecessors.

7.14 “Intellectual

Property Rights” means any and all rights throughout the world in, arising out of, or associated with any of the following:

(i) all models and designs and patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals,

continuations and continuations-in-part thereof (collectively, “Patents”); (ii) all inventions (whether

patentable or not), invention disclosures and improvements, all trade secrets, proprietary information, know how and technology (collectively,

“Trade Secrets”); (iii) all works of authorship, copyrights, mask works, copyright and mask work registrations

and applications (collectively, “Copyrights”); (iv) all industrial designs and any registrations and applications

therefor; (v) all trade names, logos, trademarks and service marks; trademark and service mark registrations and applications (collectively,

“Trademarks”); (vi) all databases and data collections (including knowledge databases, customer lists and

customer databases); (vii) all rights in Software and documentation; (viii) rights to Uniform Resource Locators, Website addresses

and domain names listed on Schedule 7.14 (collectively, “Domain Names”); (ix) any similar, corresponding

or equivalent rights to any of the foregoing; and (x) all goodwill associated with any of the foregoing.

7.15 “Law”

means any national, federal, state, provincial or local law, statute, ordinance, rule, regulation, code, order, judgment, injunction or

decree of any Governmental Entity.

7.16 “Liability”

means any indebtedness, obligation or other liability (whether absolute, accrued, matured, contingent, known or unknown, fixed or otherwise,

or whether due or to become due), including any fine, penalty, judgment, award or settlement respecting any judicial administrative or

arbitration proceeding, damage, loss, claim or demand with respect to any Law.

7.17 “Lien”

means, with respect to any asset, (i) any mortgage, deed of trust, Lien, pledge, charge, security interest, easement, covenant, right

of way, restriction (excepting those restrictions imposed by federal or state securities laws), equity, adverse claim of ownership or

use, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other encumbrance of any kind

or character in or on such asset, (ii) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title

retention agreement relating to such asset, and (iii) in the case of securities, any purchase option, call or similar right of a third

party with respect to such securities.

7.18 “Object

Code” means computer software, substantially or entirely in binary form, which is intended to be directly executable by

a computer after suitable processing and linking but without the intervening steps of compilation or assembly.

7.19 “Person”

means any individual, corporation, partnership, firm, association, joint venture, joint stock company, trust, unincorporated organization

or other entity, including any Governmental Entity.

7.20 “Product”

means: (i) Seller Websites and the Seller owned Software in each case, in existence on or prior to the Closing Date; (ii) all designs,

packaging, displays, marketing materials, presentations, white papers and documentation associated with any of the foregoing; (iii) all

versions of any of the foregoing, including prior releases, alpha and beta test versions, new versions or portions thereof currently under

development and the most current development versions of any of the foregoing; (iv) and (v); all documentation and training materials

used with or necessary for use or operation of any of the foregoing.

-13-

7.21 “Software”

means computer software and code, including assemblers, applets, compilers, Source Code, Object Code, data (including image and sound

data), Development Tools, design tools and user interfaces, in any form or format, however fixed. Software shall include Source Code listings

and documentation.

7.22 “Source

Code” means computer software and code, in form other than Object Code form, including related programmer comments and annotations,

help text, data and data structures, instructions and procedural, object-oriented and other code, which may be printed out or displayed

in human readable form.

7.23 “Taxes”

means all taxes, including income, gross receipts, ad valorem, value-added, excise, real property, personal property, sales, use, transfer,

withholding, employment, unemployment, insurance, social security, business license, business organization, environmental, workers compensation,

profits, license, lease, service, service use, severance, stamp, occupation, windfall profits, customs, duties, franchise and other taxes

imposed by the United States of America or any state, local or foreign government, or any agency thereof, or other political subdivision

of the United States or any such government, and any interest, penalties, assessments or additions to tax resulting from, attributable

to or incurred in connection with any tax or any contest or dispute thereof, and including any liability for the Taxes of another Person.

7.24 “Technology”

means technology, technical and business information and all tangible embodiments of Intellectual Property Rights, including Software,

Development Tools, systems, files, records, databases, drawings, artwork, designs, displays, audio-visual works, devices, hardware, apparatuses,

documentation, manuals, specifications, flow charts, web pages, customer lists, electronic and other data, and other tangible embodiments

of, or materials describing or disclosing, technical or business data, concepts, know-how, show-how, techniques, Trade Secrets, inventions

(whether patentable or unpatentable), algorithms, formulae, processes, routines, databases, works of authorship and the like.

7.25 “Third

Party Assets” means any asset or Intellectual Property Rights used by Seller but not owned by Seller or any other asset

for which Seller does not have the right to sell or transfer as listed on Schedule 7.25.

7.26 “Transferred

Intellectual Property Rights” means all Intellectual Property Rights owned or transferable by Seller, including such Intellectual

Property Rights embodied in the Products, Development Tools, Web Content, or the Transferred Technology, including all Copyrights embodied

by the Products.

7.27 “Transferred

Technology” means all Technology owned or transferable by Seller pertaining to the manufacture, use, sale, license, distribution,

marketing, building, modification, debugging, operation or other exploitation of any of the Products, Development Tools and Web Content.

To the extent that any Software constitutes Technology, all versions and releases of such Software, in both Source Code and Object Code

form, shall be included as Technology.

7.28 “Web

Content” means all content owned by Seller pertaining to the Products and displayed or available on Seller Websites.

7.29 “Webpage”

means a page, document, or file viewable within a Website (i.e., that is presented as part of the Website and not as a link to another

Website).

7.30 “Website”

shall mean a collection, compilation, or other organization of Webpages at a single Domain Name.

[Remainder of Page Intentionally Left Blank]

-14-

IN WITNESS WHEREOF, the Parties

have executed this Agreement as of the date first above written.

BUYER:

Game foundry ai, inc.

By:

Name:

Menachem Ben-Or

Title:

CEO

SELLER:

GAXOS.ai, INC.

By:

Name:

Vadim Mats

Title:

CEO

[Signature Page to

Asset Purchase Agreement]

EX-99.1 — PRESS RELEASE DATED JUNE 24, 2026

EX-99.1

Filename: ea029589401ex99-1.htm · Sequence: 3

Exhibit 99.1

Gaxos.ai Inc. Sells

Gaming Assets to Game Foundry AI

Transaction streamlines

operations and positions Gaxos to focus on revenue-generating, higher-margin opportunities

Roseland, NJ / June 24, 2026 – Gaxos.ai

Inc. ("Gaxos" or the "Company"), a company developing artificial intelligence applications across various high-growth

sectors, today announced that it had completed the sale of its gaming assets, including its portfolio of mobile games and Gaxos Gaming

Labs, a generative AI service that empowers game developers and publishers, to Game Foundry AI, a privately-held company. The transaction

was structured as an all-stock deal valued at approximately [$1.75] million.

The transaction marks a decisive step in Gaxos’

strategy to concentrate resources on its revenue-generating AI business lines and higher-margin commercial opportunities. By divesting

its gaming portfolio, Gaxos is eliminating non-core assets, streamlining its operational focus, and reallocating attention toward business

segments with stronger monetization potential.

“This transaction is about focus, discipline,

and execution,” said Vadim Mats, CEO of Gaxos. “We believe the sale of our gaming assets allows us to sharpen our strategy

around products and services that are better aligned with scalable revenue generation and long-term shareholder value. We are moving aggressively

to concentrate on the areas where we see the clearest commercial opportunity.”

“Gaxos is entering its next phase with greater

clarity and urgency,” added Mats. “Our objective is simple: reduce distractions, focus resources, and execute against the

opportunities we believe can create meaningful value for shareholders.”

In addition, Gaxos has acquired 250,000 shares

of common stock of Game Foundry AI for $200,000.About Game Foundry AI

Game Foundry AI is an Autonomous Ai game development

company focused on building and scaling mobile games faster, smarter, and more efficiently. The company leverages artificial intelligence

to accelerate game creation, streamline production, and support the development of hybrid-casual games designed for broad player appeal

and scalable commercial potential.

About Gaxos.ai Inc.

Gaxos.AI

is a technology company focused on reshaping the way people interact with artificial intelligence across everyday life and high-impact

industries. More than a developer of applications, Gaxos.AI is building a portfolio of AI-powered solutions designed to make advanced

technology more practical, accessible, and transformative. The company’s growing portfolio spans defense, health and wellness, entertainment,

and productivity—bringing intelligent tools to markets where innovation can drive meaningful real-world outcomes. For more information,

visit Gaxos.AI. You

can also follow Gaxos.ai on LinkedIn

for the latest updates and news.

Forward-Looking Statements

Certain

statements contained in this press release are “forward-looking statements” within the meaning of the federal securities laws.

Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore

involve several risks and uncertainties. You can identify these statements by the fact that they use words such as “will”,

“anticipate”, “estimate”, “expect”, “should”, “may”, and other words and terms

of similar meaning or use of future dates; however, the absence of these words or similar expressions does not mean that a statement is

not forward-looking. Forward-looking statements provide current expectations of future events based on certain assumptions and include

any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated

by such forward-looking statements as a result of various important factors disclosed in our filings with the SEC, accessible through

the SEC’s website (http://www.sec.gov), including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and

Current Reports on Form 8-K filed or furnished with the SEC. In addition to these factors, actual future performance, outcomes, and results

may differ materially because of more general factors, including (without limitation) general industry and market conditions and growth

rates, economic conditions, and governmental and public policy changes. Moreover, there can be no assurance that we will achieve the anticipated

operational or financial benefits from the divestiture, or that we will realize value from the shares of common stock of Game Foundry

AI received, as they are restricted securities with no established public trading market and may have limited or no realizable value.

The forward-looking statements included in this press release represent the Company's views as of the date of this press release and these

views could change. The Company disclaims any obligation to update forward-looking statements. These forward-looking statements should

not be relied upon as representing the Company's views as of any date subsequent to the date of the press release. The contents of any

website referenced in this press release are not incorporated by reference herein.

Gaxos.ai Inc. Company Contact

Investor Relations

E:ir@gaxos.ai

T: 1-888-319-2499

EX-99.2 — UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF GAXOS.AI INC. FOR THE YEAR ENDED DECEMBER 31, 2025

EX-99.2

Filename: ea029589401ex99-2.htm · Sequence: 4

Exhibit 99.2

GAXOS.AI INC. AND SUBSIDIARY

PRO FORMA NOTES TO UNAUDITED CONSOLIDATED FINANCIAL

STATEMENTS

DECEMBER 31, 2025

NOTE 1 – Description of Sale

On June 15, 2026, Gaxos.ai Inc. (“Gaxos”

or the “Company”) completed the sale of its gaming assets, including its portfolio of mobile games and Gaxos Gaming Labs, a

generative AI service that empowers game developers and publishers, to Game Foundry AI, a privately-held company. In connection with the

sale, the Company received 2,200,000 shares of common stock of Game Foundry AI valued at $0.80 per shares based on recent sales of Game

Foundry common shares in a private placement.

NOTE 2 - Basis of Presentation

The unaudited pro forma consolidated financial

information is prepared pursuant to Article 11 of Regulation S-X. The unaudited pro forma consolidated balance sheet and statements of

operations and comprehensive loss are based upon the historical consolidated financial statements of the Company, which were included

in its Annual Reports on Form 10-K for the fiscal years ended December 31, 2025, previously filed with the SEC. The unaudited pro forma

consolidated balance sheet as of December 31, 2025 has been prepared by including the audited historical consolidated balance sheet of

the Company as of December 31, 2025, adjusted to reflect the pro forma effect as if the sale of the Company’s gaming assets had

been consummated on that date. The unaudited pro forma consolidated statements of operations and comprehensive loss for the year ended

December 31, 2025 have been prepared by including the Company’s historical consolidated statements of operations and comprehensive

loss, adjusted to reflect the pro forma effect as if the Sale had been consummated on January 1, 2025.

NOTE 3 - Pro Forma Adjustments

The following pro forma adjustments are included

in the unaudited pro forma consolidated balance sheet and/or the unaudited pro forma consolidated statements of operations and comprehensive

loss:

Reflects the elimination of unamortized capitalized software developments costs related to the gaming assets of $22,069.

Reflects the receipt of 2,200,000 shares of Game Foundry AI valued at $1,760,000, or $0.80 per share, based on recent sales of Game Foundry AI’s common shares in a private placement.

Reflects the effect on unaudited consolidated statement of operations and comprehensive loss related to the estimated gain of $1,737,931 from the sale of the gaming assets.

GAXOS.AI INC. AND SUBSIDIARY

PRO FORMA CONSOLIDATED BALANCE SHEET

(Unaudited)

Historical

Pro Forma Adjustments

Pro Forma

December 31,

Sale of Gaming Assets

December 31,

2025

Debit

Credit

2025

ASSETS

CURRENT ASSETS:

Cash

$ 840,799

$ -

$ 840,799

Short-term investments, at fair value

11,345,187

Investment in equity securities, at fair value

180,000

Accounts receivable

76,247

Prepaid expenses and other current assets

157,586

Total Current Assets

12,599,819

LONG-TERM ASSETS:

Property and equipment, net

103,393

22,069

81,324

Intangible assets, net

718,333

Investment in equity securities, at fair value

1,760,000

Total Long-Term Assets

821,726

1,760,000

22,069

2,559,657

TOTAL ASSETS

$ 13,421,545

$ 1,760,000

$ 22,069

$ 15,159,476

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

$ 270,105

$ -

$ 270,105

Accrued expenses

280,430

Deferred revenue

130,054

Total Current Liabilities

680,589

Total Liabilities

680,589

Commitments and Contingencies (See Note 8)

STOCKHOLDERS’ EQUITY:

Preferred stock; par value $0.0001; 5,000,000 shares authorized;

No shares issued and outstanding on December 31, 2025 and 2024

Common stock; par value $0.0001: 50,000,000 shares authorized; 7,123,453 and 6,923,453 shares issued and outstanding on December 31, 2025 and 2024, respectively

712

Additional paid-in capital

25,801,322

Accumulated other comprehensive income

26,976

Accumulated deficit

(12,700,304 )

22,069

1,760,000

(10,962,373 )

Total Gaxos.AI Stockholders’ Equity

13,128,706

14,866,637

Noncontrolling interest

(387,750 )

Total Stockholders’ Equity

12,740,956

14,478,887

Total Liabilities and Stockholders’ Equity

$ 13,421,545

$ 15,159,476

See accompanying notes to unaudited pro forma

consolidated financial statements.

GAXOS.AI INC. AND SUBSIDIARY

PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

LOSS

(Unaudited)

Historical

Pro Forma

For the Year Ended

Pro Forma Adjustments

For the Year Ended

December 31,

Sale of Gaming Assets

December 31,

2025

Debit

Credit

2025

REVENUES

$ 1,933,030

$ -

$ 1,933,030

OPERATING EXPENSES:

Research and development

993,671

Selling, general and administrative

5,855,885

Total Operating Expenses

6,849,556

LOSS FROM OPERATIONS

(4,916,526 )

OTHER INCOME (LOSS):

Interest income

612,285

Unrealized gain on short-term investments

21,945

Realized gain on short-term investments

30,047

Realized loss on exchange of equity securities

(29,998 )

Gain on sale of gaming assets

22,069

1,760,000

1,737,931

Total other income, net

634,279

22,069

1,760,000

2,372,210

NET LOSS

(4,282,247 )

22,069

1,760,000

(2,544,316 )

Net loss of subsidiary attributable to noncontrolling interest

381,664

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

$ (3,900,583 )

$ 22,069

$ 1,760,000

$ (2,162,652 )

COMPREHENSIVE LOSS:

Net loss

$ (4,282,247 )

$ 22,069

$ 1,760,000

$ (2,544,316 )

Other comprehensive income:

Unrealized gain (loss) on short-term debt investments

15,283

(84,092 )

Comprehensive loss

$ (4,266,964 )

$ 22,069

$ 1,760,000

$ (2,628,408 )

NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS:

Basic and diluted

$ (0.55 )

$ (0.30 )

WEIGHTED AVERAGE COMMON SHARE OUTSTANDING:

Basic and diluted

7,093,316

See

accompanying notes to unaudited pro forma consolidated financial statements.

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Indicate if registrant meets the emerging growth company criteria.

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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

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-Publisher SEC

-Name Securities Act

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-Section B

-Subsection 2

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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No definition available.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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-Subsection b

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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