Gaxos.ai (NASDAQ: GXAI) exits gaming in $1.76M Game Foundry AI deal
Rhea-AI Filing Summary
Gaxos.ai Inc. has sold substantially all of its gaming assets to Game Foundry AI in an all‑stock transaction valued at about $1.76 million. In exchange, the company received 2,200,000 shares of Game Foundry AI common stock, shifting value from internal gaming operations to an equity stake in a private peer.
The deal removes non‑core gaming activities so Gaxos can focus on its revenue‑generating, higher‑margin AI business lines across sectors like defense, health and productivity. Pro forma for the sale, Gaxos’ 2025 net loss would drop from $4.28 million to $2.54 million, and loss per share would narrow from $0.55 to $0.30.
Positive
- None.
Negative
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Insights
Gaxos trades its gaming unit for equity and a smaller pro forma loss.
Gaxos.ai exchanged its gaming portfolio for 2,200,000 Game Foundry AI shares valued at $1.76M, recognizing a pro forma gain of $1.74M. Management frames this as exiting non‑core gaming to concentrate on higher‑margin, revenue‑generating AI businesses.
On a pro forma basis for the year ended December 31, 2025, net loss shrinks from $4.28M to $2.54M and basic and diluted loss per share improves from $0.55 to $0.30. Actual impact depends on Game Foundry AI’s performance and liquidity of the unlisted shares.
8-K Event Classification
Key Figures
Key Terms
Asset Purchase Agreement financial
Regulation FD Disclosure regulatory
unaudited pro forma consolidated financial information financial
Article 11 of Regulation S-X regulatory
noncontrolling interest financial
comprehensive loss financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
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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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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
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:
| a. | Reflects the elimination of unamortized capitalized software developments costs related to the gaming assets of $22,069. |
| b. | 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. |
| c. | 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 | - | - | 11,345,187 | ||||||||||||
| Investment in equity securities, at fair value | 180,000 | - | - | 180,000 | ||||||||||||
| Accounts receivable | 76,247 | - | - | 76,247 | ||||||||||||
| Prepaid expenses and other current assets | 157,586 | - | - | 157,586 | ||||||||||||
| Total Current Assets | 12,599,819 | - | - | 12,599,819 | ||||||||||||
| LONG-TERM ASSETS: | ||||||||||||||||
| Property and equipment, net | 103,393 | - | 22,069 | 81,324 | ||||||||||||
| Intangible assets, net | 718,333 | - | - | 718,333 | ||||||||||||
| Investment in equity securities, at fair value | - | 1,760,000 | - | 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 | - | - | 280,430 | ||||||||||||
| Deferred revenue | 130,054 | - | - | 130,054 | ||||||||||||
| Total Current Liabilities | 680,589 | - | - | 680,589 | ||||||||||||
| Total Liabilities | 680,589 | - | - | 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 | - | - | 712 | ||||||||||||
| Additional paid-in capital | 25,801,322 | - | - | 25,801,322 | ||||||||||||
| Accumulated other comprehensive income | 26,976 | - | - | 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 | ) | - | - | (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.
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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 | - | - | 993,671 | ||||||||||||
| Selling, general and administrative | 5,855,885 | - | - | 5,855,885 | ||||||||||||
| Total Operating Expenses | 6,849,556 | - | - | 6,849,556 | ||||||||||||
| LOSS FROM OPERATIONS | (4,916,526 | ) | - | - | (4,916,526 | ) | ||||||||||
| OTHER INCOME (LOSS): | ||||||||||||||||
| Interest income | 612,285 | - | - | 612,285 | ||||||||||||
| Unrealized gain on short-term investments | 21,945 | - | - | 21,945 | ||||||||||||
| Realized gain on short-term investments | 30,047 | - | - | 30,047 | ||||||||||||
| Realized loss on exchange of equity securities | (29,998 | ) | - | - | (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 | - | - | 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 | - | 7,093,316 | |||||||||||||
See accompanying notes to unaudited pro forma consolidated financial statements.
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