NASDAQ: GXAI

In May 2025, we launched UnGPT.ai, a new tool
designed to enhance text generated by artificial intelligence, making it sound more natural and human-like. UnGPT features a real-time
rewriting engine that transforms machine-generated content while preserving meaning and context. The tool employs a proprietary multi-pass
transformation model that surpasses existing AI detection tools, addressing the growing demand for high-quality, undetectable output,
especially in sensitive industries.

In August 2025, we launched Art-Gen.AI, an AI
image and video creation platform that makes pro-grade content effortless for anyone, anywhere. Art-Gen combines state-of-the-art AI
models from industry leaders including Google, Stability AI, and PixVerse with Gaxos’ proprietary enhancements to deliver unmatched
creative speed, detail, and flexibility. With just a simple text prompt or reference image, users can instantly produce cinematic visuals,
hyper-realistic imagery, or animated video content at a fraction of traditional production time and cost.,

In December 2025, we launched Bible Pray AI,
a personalized, AI-powered spiritual growth platform designed to help users deepen faith, strengthen daily devotion, and apply scripture
for greater peace, clarity, and purpose. Bible Pray AI represents our strategic expansion into the rapidly growing digital faith, mental
wellness, and personal development economy, a sector supported by hundreds of millions of engaged global users seeking guided spiritual
content, daily motivation, and community-based worship experiences.

Gaxos Health

Recently, we began to develop a new initiative,
Gaxos Health, which is dedicated to revolutionizing personal health and wellness by developing a suite of innovative AI-powered health
optimization solutions. Gaxos Health will integrate AI-driven insights with individual biometric data and health goals to create web
and application based personalized wellness strategies for users. We believe that this cutting-edge approach will redefine preventative
medicine, offering unparalleled personalization in health and wellness. Gaxos Health solutions will analyze a wide range of health data
to provide tailored wellness plans and address the growing demand for personalized health solutions. We believe that this technology
is not just a step but a leap forward in empowering individuals to take control of their health and longevity with AI’s precision
and intelligence.

We launched the AI-powered health optimization
product in the third quarter of 2024.

RNK Health

On September 23, 2024, we formed a wholly-owned
subsidiary, RNK Health LLC (“RNK Health”), to form a partnership and relationship with Nekwellness, LLC (“Nekwellness”)
to engage in the business of marketing certain health-related products. On October 10, 2024, the Company, RNK Health and Nekwellness
entered into an operating agreement with respect to the regulation and management of the affairs of RNK Health and, as of such date,
the Company owns a 70% membership interest in RNK Health and Nekwellness owns a 30% membership interest in RNK Health. RNK Health is
currently providing access to certain medications, supplements and other wellness products and services.

Gaxos Gaming

Gaxos Gaming (the “Platform”), created
with a vision to develop, design, acquire, and manage conventional games and to combine these games with unconventional game mechanisms,
such as the ability for gamers and developers to utilize artificial intelligence to create and design in-game features, as well as to
mint unique in-game features, such as skins, characters, weapons, gear, levels, and virtual lands, in the form of non-fungible tokens,
or “NFTs,” that will allow users to have unique experiences and more control over in-game assets.

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In 2023, we launched our own proprietary games
that are simple and fun to play, and that offer gamers the ability to utilize AI to personalize their gaming experience as well as to
mint their own affordable NFTs, with unique and exclusive features, that can be utilized across the network of games and platform that
we intend to build. As of December 31, 2025, we have launched five games, Space Striker AI, Brawl Bots, BattleFleet AI, Jigsaw Puzzle
AI and Gaxos AI Puzzle. Space Striker AI allows players to engage in a captivating storyline and exciting retro shooting space action
in the players AI-generated spaceship. Players can fuse crystals to upgrade their ship parts to craft, clash and conquer the galaxy all
within a dynamic free-to-play economy. Brawl Bots immerses users in high-octane battles in real time against other players, in solo play
or teams. Each player gets to control their own exclusive Bot character, ensuring a personalized gaming experience. BattleFleet AI is
a take on the classic Battleship game with AI elements that allow gamers to design their ships. Gaxos AI Puzzle and Jigsaw Puzzle AI
lets gamers solve preloaded jigsaw puzzles as well as design and solve new jigsaw puzzles using AI.

Recent Updates

On March 2, 2026, the Company entered into a Membership Interest Purchase Agreement with America First Defense.AI LLC, a New Mexico limited
liability company (“AFD”), pursuant to which the Company agreed to purchase, and AFD agreed to sell, 19.99% of AFD’s
outstanding membership interests (the “Membership Interests”) for an aggregate purchase price of $2,900,000. The closing of
the purchase occurred on March 5, 2026, subject to satisfaction of the conditions set forth in the Purchase Agreement.

Intellectual Property

Certain aspects of our business are dependent
upon the creation, acquisition, use and protection of intellectual property. Some of this intellectual property is expected to be in
the form of software code, patented technology, copyright, and trade secrets that we will use to develop our products. While we will
develop our own intellectual property, we may also acquire and/or license other intellectual property which is owned by third parties.

We protect our intellectual property rights by
relying on federal, state and common law protections, as well as contractual restrictions. We actively seek protection covering any intellectual
property we believe may be useful or relevant to our business.

Our goal is to obtain, maintain and enforce protection
for our intellectual property, and to operate without infringing on the rights of other parties. Our policy is to actively seek the broadest
intellectual property protection possible for our intellectual property through a combination of contractual arrangements, registration
of our domain names, copyrights, trademarks, service marks and/or patents. We have established business procedures designed to maintain
the confidentiality of our proprietary information, including the use of confidentiality agreements with employees, independent contractors,
consultants, and entities with which we conduct business.

Government Regulation

Data Privacy Laws and Regulations

We are subject to various federal, state, and
international laws and regulations that affect companies conducting business on the Internet and mobile platforms, including those relating
to privacy, use and protection of player and employee personal information and data (including the collection of data from minors), the
Internet, behavioral tracking, mobile applications, content, advertising and marketing activities and anti-corruption. Additional laws
in all of these areas are likely to be passed in the future, which could result in significant limitations on or changes to the ways
in which we can collect, use, host, store or transmit the personal information and data of our customers or employees, communicate with
our players and deliver products and services, which may significantly increase our compliance costs.

We recognize that users of Gaxos Gaming, Gaxos
Health, Gaxos Labs and RNK Health care deeply about how their personal information is collected, used and shared.

Users of Gaxos Gaming, Gaxos Health, Gaxos Labs,
and RNK Health may be required to provide us with certain personal information such as their name, email address and phone number. We
take commercially reasonable and appropriate measures to protect this personal information from accidental loss, misuse, and unauthorized
access, disclosure, alteration, or destruction, taking into account the risks involved in processing and the nature of such data, and
comply with applicable laws and regulations. We do not currently transfer any personal information to third-parties that do not act on
our behalf, and we will not do so without users’ opt-in consent. Similarly, we do not currently collect sensitive personal information
from users without opt-in consent. We may disclose personal information to certain types of third-party companies, but only to the extent
needed to enable them to provide such services. The types of companies that may receive personal information and their functions are:
marketing assistance, analytics and reporting, customer support, email and SMS delivery, cloud infrastructure, and systems monitoring.
All such third parties function as our agents, performing services at our instruction and on our behalf pursuant to contracts which require
them to provide at least the same level of privacy protection as is required by our Privacy Policy. In addition, we may be required to
disclose personal information in response to lawful requests by public authorities, including for the purpose of meeting national security
or law enforcement requirements. We may also disclose personal information to other third parties when compelled to do so by government
authorities or required by law or regulation including, but not limited to, in response to court orders and subpoenas.

With respect to retention of personal information,
we may only retain such users’ personal information in a form that identifies them only for as long as it serves the purpose(s)
for which it was initially collected as stated in our Privacy Policy, as may be subsequently authorized. We may continue processing users’
personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of statistical
analysis, and subject to the protection of our Privacy Policy. After such time periods have expired, we may either delete the personal
information or retain it in a form such that it does not identify the user personally.

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Healthcare Laws and Regulations

We will be subject to healthcare regulation and
enforcement by the federal government and the states and foreign governments in which we might conduct our business, including the Health
Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic
and Clinical Health Act of 2009 and their implementing regulations, impose obligations on certain types of individuals and entities regarding
the electronic exchange of information in common healthcare transactions, as well as standards relating to the privacy and security of
individually identifiable health information.

Competition

We operate in industries that are highly competitive
and evolving. Specifically, our business faces intense competition in AI applications, gaming, supplements and peptide sales, gaming
and other various products.

Gaxos Health will also operate in a competitive
health and wellness landscape. Specifically, Gaxos Health faces intense competition from other companies catering to individuals that
are seeking for ways to improve their longevity and health span. Certain competitors may expand their offering to include artificial
intelligence and other proprietary methodologies that can further increase competition.

RNK Health operates in a competitive landscape
and faces competition from similar companies that provide access to similar products such as NAD+ or Sermorelin.

Gaxos Gaming may face competition from other
AI services that cater to game users and game developers. Further, our competition may become more intense if gaming industry leaders
such as Sony, Nintendo, and Microsoft, all of whom have significant financial, technical and other resources,
greater brand recognition and longer operating histories, decide to focus their efforts on AI-aspets of gaming.

Our ability to compete depends in large part
on our continuous commitment to research and development, our ability to rapidly introduce new features and functionality, and to acquire
users. We intend to work closely with our customers to continuously enhance the performance, functionality, usability, reliability and
flexibility of our products.

Employees

As of March 15, 2026, we have a total of 3 full-time employees,
We have established a network of external professionals and consultants to which we outsource various research and development and operational
tasks in an effort to minimize administrative overhead. We are not a party to any collective bargaining agreements. We believe that we
maintain good relations with our employees.

Corporate History

We were originally incorporated in the State
of Wyoming on October 27, 2021 (“NFT Wyoming”).

On March 29, 2022, the Board of Directors
of the Company approved, subject to shareholder approval, a Plan of Conversion, pursuant to which the Company converted from a corporation
incorporated under the laws of the State of Wyoming to a corporation incorporated under the laws of the State of Delaware (the “Delaware
Reincorporation”), and such approval included the adoption of the Certificate of Incorporation (the “Delaware Certificate”)
and the Bylaws (the “Delaware Bylaws”) for the Company under the laws of the State of Delaware, under the name, “The
NFT Gaming Company, Inc.,” to become effective with the effectiveness of the Reincorporation. On March 29, 2022, we received
majority shareholder approval.

On March 30, 2022, we completed the Delaware
Reincorporation by filing the Delaware Certificate with the Delaware Secretary of State.

On January 5, 2024, we filed an amendment to
our Certificate of Incorporation with the Delaware Secretary of State to change our name to “Gaxos.ai Inc.”

On March 7, 2024, we filed a Certificate
of Amendment with the Delaware Secretary of State to effectuate a 1-for-12 reverse stock split of our issued and outstanding and authorized
shares of common stock. The reverse stock split became effective on March 7, 2024. All share data, per share data and related information
contained in this Annual Report on Form 10-K has been retrospectively adjusted to reflect the effect of the reverse stock split.

On September 16, 2024, the Board of Directors
of the Company approved, subject to shareholder approval, a Plan of Conversion, pursuant to which the Company converted from a corporation
incorporated under the laws of the State of Delaware to a corporation incorporated under the laws of the State of Nevada (the “Reincorporation”),
and such approval included the adoption of the Articles of Incorporation (the “Nevada Articles”) and the Bylaws (the “Nevada
Bylaws”) for the Company under the laws of the State of Nevada, under the name, “Gaxos.ai Inc.,” to become effective
with the effectiveness of the Reincorporation. On December 27, 2024, we received majority shareholder approval for the Reincorporation.

On March 3, 2025, we changed our state of
incorporation from Delaware to Nevada.

Our Corporate Information

We were incorporated as in the State of Wyoming
on October 27, 2021. On March 30, 2022, we changed our state of incorporation from Wyoming to Delaware. On March 3, 2025, we changed
our state of incorporation from Delaware to Nevada. Our principal executive offices are located at 101 Eisenhower Pkwy, Suite 3000, Roseland,
NJ 07068 and our telephone number is (973) 275-7428.

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Available Information

Our website address is https://gaxos.ai.
The contents of, or information accessible through, our website are not part of this Annual Report on Form 10-K, and our website address
is included in this document as an inactive textual reference only. We make our filings with the U.S. Securities and Exchange Commission
(“SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments
to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish
such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC’s Public Reference Room at
100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other
information. The address of the SEC’s website is www.sec.gov. The information contained in the SEC’s website is not intended
to be a part of this filing.