Financial Risks and Conditions - The company expects to incur significant costs in pursuit of its acquisition plans and may not have sufficient funds outside of the trust account to operate for the duration of the completion window [187]. - If the initial business combination is not completed, public shareholders may receive approximately $10.00 per share or less upon liquidation of the trust account [188]. - The company may face write-downs or impairments post-business combination, negatively impacting financial condition and share price [189]. - Proceeds in the trust account could be reduced due to third-party claims, potentially leading to a per-share redemption amount of less than $10.00 [191]. - Art Technology Sponsor, LLC is liable for claims that reduce trust account funds below $10.00 per public share, but may not have sufficient assets to cover these obligations [193]. - The company may engage third parties that refuse to execute waivers, which could expose the trust account to claims and reduce available funds [192]. - Adverse developments in the financial services industry could impair the value of assets in the trust account, affecting liquidity and financial condition [198]. - If the company files for bankruptcy after distributing trust account proceeds, shareholders may face recovery claims, impacting the amounts received [196]. - The company may need to seek additional financing if the net proceeds from the initial public offering are insufficient to complete the business combination, which could lead to restructuring or abandonment of the deal [216]. - Resources may be wasted on unsuccessful acquisition attempts, adversely affecting future acquisition efforts and potentially leading to a loss of incurred costs [217]. Acquisition Strategy and Risks - The company may pursue acquisition opportunities outside of management's expertise, which could lead to inadequate risk assessment and potential reduction in share value [202]. - The company has identified general criteria for evaluating target businesses, but may enter into combinations with targets that do not meet these guidelines, affecting success [200]. - The company is not required to obtain an independent valuation opinion for the target business, which may lead to shareholders relying on the board's judgment for fair market value assessments [203]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing an acquisition, particularly if the target company is not compliant with internal control provisions [205]. - The company may face limitations in acquiring target businesses due to the requirement of providing financial statements that comply with U.S. GAAP or IFRS, potentially reducing the pool of available targets [204]. - There is no specified maximum redemption threshold, allowing the company to complete a business combination even if a substantial majority of shareholders disagree [209]. - The company may only be able to complete one business combination, leading to a lack of diversification that could negatively impact operations and profitability [224]. - The company may face challenges in completing simultaneous business combinations, which could increase costs and operational risks [226]. - The management of the target business may not possess the necessary skills to operate a public company, which could negatively impact post-combination operations and profitability [212]. - The company may pursue business combinations with private companies, which often have limited public information available, increasing investment risks [227]. Shareholder Rights and Interests - Public shareholders will not have voting rights on director appointments prior to the initial business combination [220]. - The personal and financial interests of the sponsor, directors, and officers may misalign with public shareholders, especially as the deadline for the initial business combination approaches [253]. - The sponsor owns approximately 26.2% of the issued and outstanding ordinary shares, which allows significant influence over shareholder votes [274]. - Shareholders holding more than 15% of Class A ordinary shares may lose the ability to redeem shares in excess of that amount during the initial business combination [289]. - Amendments to certain agreements related to the IPO can be made without shareholder approval, potentially affecting shareholder interests [352]. - The company may face significant adverse consequences if it is no longer listed on Nasdaq, including reduced analyst coverage and trading activity [294]. Regulatory and Compliance Issues - The company may face regulatory review by CFIUS, which could delay or prohibit the initial business combination [260]. - The company must file a registration statement with the SEC covering the issuance of Class A ordinary shares upon exercise of the warrants within 20 business days after the initial business combination [272]. - If the public warrants are not registered under the Securities Act, holders may only exercise their warrants on a cashless basis [272]. - The company must maintain compliance with Nasdaq's listing requirements, including a minimum share price of $4.00 and at least 400 public holders [290]. - If deemed an investment company, the company may face burdensome compliance requirements that could hinder its ability to complete the initial business combination [279]. - Compliance with new SEC rules regarding SPACs may increase costs and time needed to complete an initial business combination [328]. Market and Economic Conditions - The competition for attractive targets is increasing, which may raise the costs of initial business combinations and complicate the search for suitable candidates [322]. - Recent increases in inflation and interest rates could lead to price volatility and economic disruptions, making it more difficult to consummate an initial business combination [329]. - Geopolitical tensions, particularly from the Russia-Ukraine conflict and the Middle East conflict, may adversely affect the search for an initial business combination and the operations of target businesses [330]. - Changes in international trade policies and tariffs may adversely affect the search for initial business combination targets and the performance of post-combination companies [332]. - The U.S. has implemented new tariffs, creating uncertainty about future trade relationships and policies, which could impact business operations [333]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases, which may decrease the value of securities and hinder the ability to consummate initial business combinations [345]. Financial Structure and Share Issuance - The company has authorized the issuance of up to 500,000,000 Class A ordinary shares, with 467,343,750 shares currently available for issuance [293]. - The company may issue additional Class A ordinary shares or preference shares to complete its initial business combination, which could dilute existing shareholders' interests [292]. - The company issued warrants to purchase 6,325,000 Class A ordinary shares at a price of $11.50 per share, which may affect the market price of the shares [307]. - The nominal purchase price for founder shares was $25,000, resulting in an implied value of public shares decreasing by approximately 27.4% to $6.95 upon consummation of the initial business combination [255]. - The total funds available for the initial business combination, after deducting deferred underwriting commissions, amount to $242,220,000 [257]. - The initial implied value per public share is calculated at $9.57 based on the available funds divided by 25,300,000 public shares [257]. Operational Challenges - The company has no operating history and will not generate revenues until an initial business combination is completed, posing a risk to investors [320]. - The company may face challenges in managing cross-border operations if the initial business combination involves foreign entities, impacting financial performance [315]. - Changes in the market for directors and officers liability insurance could increase costs and complicate negotiations for initial business combinations [324]. - The company may liquidate the securities in the trust account to mitigate the risk of being deemed an investment company, which would reduce the amount public shareholders receive upon liquidation [286]. - The company may incur substantial debt to complete a business combination, which could adversely affect its leverage and financial condition [219].

Revenue Growth - Revenue for the nine months ended January 31, 2026, increased by $3.2 million, or 32%, to $12.97 million compared to $9.82 million for the same period in 2025[202]. - Revenue for the three months ended January 31, 2026, increased by $3.7 million, or 113%, to $6.97 million compared to $3.27 million for the same period in 2025[202]. - Revenue from the new advertising business totaled $5.0 million, accounting for 44% of total revenue for the three-month period ended January 31, 2026[202]. Cost and Expenses - Cost of revenue for the nine months ended January 31, 2026, increased by $5.8 million, or 261%, to $8.07 million compared to $2.23 million for the same period in 2025[203]. - General and administrative expenses increased by $2.1 million, or 96%, to $4.47 million for the nine months ended January 31, 2026, compared to $2.29 million for the same period in 2025[205]. Working Capital and Cash Position - Working capital as of January 31, 2026, was $49.7 million, an increase of approximately $33.8 million, or 212%, compared to $15.9 million as of April 30, 2025[207]. - Cash and cash equivalents increased by approximately $36.0 million, from $0.05 million as of April 30, 2025, to $36.0 million as of January 31, 2026[208]. Cash Flow - Net cash provided by operating activities was $3.82 million for the nine-month period ended January 31, 2026, compared to $44,359 for the same period in 2025, representing an increase of 8,515%[209]. - Net cash provided by financing activities was $197.6 million during the nine months ended January 31, 2026, primarily from $172.6 million in proceeds from the Company's ATM offering[212]. Strategic Transactions - The company entered into a share purchase agreement to acquire Aberfeldy Holdings Limited for $140 million, payable in cash[194]. - A joint venture agreement was signed in August 2025 for $500 million to form AiRWA Exchange, a digital asset exchange focused on tokenizing real-world assets[188]. Financial Stability - The Company believes existing cash will be sufficient to meet anticipated operating needs for at least the next 12 months, with additional financial resources available through capital markets fundraising if needed[213]. - The Company had no reserves for credit losses as of January 31, 2026, and April 30, 2025, indicating no significant uncollectible accounts[220]. - The Company recognized no impairment charge for long-lived assets for the nine months ended January 31, 2026, and 2024, suggesting stable asset valuations[221]. Revenue Recognition and Accounting Policies - Revenue is recognized when performance obligations are satisfied, with accounts receivable recorded when obligations have been performed and billed to customers[225]. - Royalty income is recognized over time as the Company's technology rights are used by customers, reflecting ongoing revenue generation[226]. - The Company has adopted ASC 740 for income taxes, recognizing deferred tax assets and liabilities for future tax consequences attributable to temporary differences[227]. - The Company does not have any off-balance sheet arrangements that could materially affect its financial condition or results of operations[215]. - The Company is currently evaluating the impact of several recent accounting pronouncements but does not expect them to materially affect its financial position or results[230][231][232]. Financing Activities - Financing activities were the principal source of cash during the period, supporting investments in subsidiaries and business expansion[212].

Revenue Growth - Revenue for the nine months ended January 31, 2026, increased by $3.2 million, or 32%, to $12.97 million compared to $9.82 million for the same period in 2025[202]. - Revenue for the three months ended January 31, 2026, surged by $3.7 million, or 113%, reaching $6.97 million compared to $3.27 million in the prior year[202]. - Revenue from the new advertising business line totaled $5.0 million, accounting for 44% of total revenue for the three months ended January 31, 2026[202]. Cost and Expenses - Cost of revenue increased by $5.8 million, or 261%, to $8.07 million for the nine months ended January 31, 2026, compared to $2.23 million in the previous year[203]. - General and administrative expenses rose by $2.1 million, or 96%, to $4.47 million for the nine months ended January 31, 2026, compared to $2.29 million for the same period in 2025[205]. Working Capital and Cash Position - Working capital increased by approximately $33.8 million, or 212%, to $49.7 million as of January 31, 2026, compared to $15.9 million as of April 30, 2025[207]. - Cash and cash equivalents increased by approximately $36.0 million, from $0.05 million as of April 30, 2025, to $36.0 million as of January 31, 2026[208]. - Net cash provided by operating activities was $3.82 million for the nine months ended January 31, 2026, compared to $44,359 in the prior year, reflecting an increase of 8,515%[209]. - Net cash provided by financing activities was $197.6 million during the nine months ended January 31, 2026, primarily from an ATM offering of $172.6 million[212]. - The company believes existing cash will meet anticipated operating needs for at least the next 12 months, with additional resources available through capital markets fundraising if needed[213]. Investments and Acquisitions - The company signed a $500 million joint venture agreement to form AiRWA Exchange, a digital asset exchange focused on tokenizing real-world assets[188]. - On January 30, 2026, the company entered into a share purchase agreement to acquire Aberfeldy Holdings Limited for $140 million, enhancing its AI capabilities[194]. Financial Condition and Accounting Policies - The company had no off-balance sheet arrangements that could materially affect its financial condition or results of operations[215]. - The allowance for credit losses is based on management's estimates, with no reserves made as of January 31, 2026, and April 30, 2025[220]. - There were no impairment charges recognized for long-lived assets for the nine months ended January 31, 2026, and 2024[221]. - Revenue is recognized when performance obligations are satisfied, with accounts receivable recorded when obligations have been performed and billed[225]. - Royalty income is recognized over time as the company's technology rights are used by customers[226]. - The company adopted ASC 740 for income taxes, recognizing deferred tax assets and liabilities for future tax consequences[227]. - The company is currently evaluating the impact of several recent accounting pronouncements but does not expect them to materially affect its financial position or results of operations[230][231][232][233][234][235][236][237][238].

Financial Viability - The company has not yet achieved profitability and does not expect to do so in the near future [25]. - The company is an early development-stage entity with no revenues, raising substantial doubt about its ability to continue as a going concern [22]. - The company will need to raise additional financing to continue operations, indicating significant liquidity needs [32]. Product Development Risks - The success of future product candidates, including Telomir-1, is critical and will require significant capital resources and years of clinical development [28]. - There is a high rate of failure for drug candidates in clinical trials, which poses a risk to the company's product development [35]. - The company relies on third parties for conducting clinical trials, which may affect its ability to develop and commercialize product candidates [36]. Regulatory and Market Challenges - The regulatory approval processes with the FDA are lengthy and inherently unpredictable, impacting the timeline for product commercialization [34]. - The company has limited marketing experience and does not anticipate establishing a sales force or distribution capabilities in the near term [29]. - The company faces intense competition from other firms with greater resources and experience [31]. Merger Risks - The merger with TELI Pharmaceuticals, Inc. presents risks due to TELI's limited operating history and significant liquidity needs [38].

Revenue and Profitability - Revenue for Q4 2025 was $56.8 million, a 69% increase from Q4 2024[6] - Gross profit for Q4 2025 was $24.2 million, up 38% from Q4 2024[6] - Full-year 2025 revenue reached $172.2 million, a 23% increase from 2024[6] - Full-year 2025 adjusted EBITDA was $4.2 million, compared to $0.9 million in 2024[6] - Building Solutions revenue for Q4 2025 was $18.0 million, with adjusted EBITDA of $1.9 million[8] - Full-year 2025 Business Services revenue was $139.7 million, slightly down from $140.1 million in 2024[11] - Energy Services revenue for full-year 2025 was $4.9 million, with adjusted EBITDA of $1.0 million[12] - Total revenues for the three months ended December 31, 2025, were $56,793,000, compared to $33,600,000 for the same period in 2024, representing a 69% increase[33] - Building Solutions segment generated revenues of $17,975,000 for the three months ended December 31, 2025, with Business Services contributing $35,207,000[33] - Gross profit for the year ended December 31, 2025, was $79,869,000, up from $70,152,000 in 2024, indicating an increase of 14%[33] - For the year ended December 31, 2025, total revenue from external customers reached $172,159 million, with a gross profit of $79,869 million[39] Expenses and Losses - Operating expenses for the three months ended December 31, 2025, totaled $24,318,000, compared to $17,729,000 in the same period of 2024, reflecting a 37% increase[33] - Net loss attributable to common shareholders for the year ended December 31, 2025, was $6,657,000, compared to a loss of $4,770,000 in 2024[33] - The company reported a basic loss per share of $1.85 for the year ended December 31, 2025, compared to a loss of $1.59 in 2024[33] - The net loss attributable to common shareholders for the same period was $2,382 million, compared to a net loss of $585 million for the three months ended December 31, 2024[37] - The adjusted net loss for the three months ended December 31, 2025, was $347 million, resulting in an adjusted diluted loss per share of $0.10[47] - The company reported a net loss of $1,709 million for the three months ended December 31, 2025, with a diluted loss per share of $0.48[47] Cash and Assets - The company ended Q4 2025 with $13.4 million in cash, including $3.1 million in restricted cash[17] - Cash and cash equivalents decreased to $10,269,000 as of December 31, 2025, down from $17,011,000 in 2024[35] - Total assets increased significantly to $113,231,000 as of December 31, 2025, compared to $52,583,000 in 2024, marking a 115% growth[35] - Total liabilities rose to $47,524,000 as of December 31, 2025, compared to $12,155,000 in 2024, indicating a 291% increase[35] - The company has a total stockholders' equity of $65,707,000 as of December 31, 2025, up from $40,428,000 in 2024, reflecting a 62% increase[35] Adjusted Metrics - Adjusted EBITDA for the three months ended December 31, 2025, was $2,208 million, while for the year ended December 31, 2025, it was $4,191 million[37][39] - The adjusted net loss attributable to common shareholders for the year ended December 31, 2025, was $641 million, equating to an adjusted diluted loss per share of $0.20[47] - The pro forma adjusted net income attributable to common shareholders for the year ended December 31, 2025, was $4,965 million, leading to a pro forma adjusted diluted income per share of $1.35[51] Transaction Costs and Other Income - The company incurred transaction costs related to mergers and acquisitions amounting to $371 million for the three months ended December 31, 2025[37] - The company incurred transaction costs related to mergers and acquisitions totaling $5,004 million in 2025, compared to $1.646 million in 2024, indicating increased activity in this area[41] - Interest income for the year ended December 31, 2025, was $449 million, reflecting the company's investment activities[39] - Interest income for 2025 was $1.249 million, consistent with the previous year, reflecting stable financial management[41] - The company reported dividends on Series A perpetual preferred stock of $740 million for the year ended December 31, 2025[47] Foreign Currency and Taxation - The company experienced a foreign currency gain of $303 million for the year ended December 31, 2025, contributing positively to its financial results[39] - The company reported a foreign currency gain of $303,000 in 2025, compared to a gain of $161,000 in 2024, indicating improved currency management[41] - The provision for income taxes in 2025 was $330,000, a decrease from $1.576 million in 2024, suggesting better tax efficiency[41] Depreciation and Amortization - The company reported total depreciation and amortization of $884 million for the three months ended December 31, 2025, and $2,078 million for the year ended December 31, 2025[37][39] - Total depreciation and amortization expenses for 2025 amounted to $5.618 million, slightly higher than $5.668 million in 2024[41]

Financial Performance - The company reported a significant increase in revenue, achieving $XX million for the quarter, representing a YY% year-over-year growth[7]. - The company has incurred losses since inception, with a net loss of $KK million reported for the last fiscal year, raising concerns about future profitability[20]. - The company has incurred losses since inception and may continue to do so, raising concerns about achieving profitability[21]. User Metrics - User data showed an increase in active users, reaching ZZ million, which is a growth of AA% compared to the previous quarter[7]. Future Guidance - The company provided guidance for the next quarter, projecting revenues between $BB million and $CC million, indicating a growth rate of DD%[7]. - New product launches are expected to contribute an additional $EE million in revenue over the next fiscal year, with a focus on expanding the ClearPoint system and IRRAflow system[20]. Acquisitions and Market Presence - The recent acquisition of IRRAS is anticipated to enhance market presence and is expected to generate synergies of approximately $FF million annually[20]. - The acquisition of IRRAS may not yield the anticipated benefits, potentially impacting the company's performance and stock price[20]. Research and Development - The company is investing $GG million in R&D to develop innovative technologies aimed at improving neurosurgery outcomes[20]. Market Expansion - Market expansion efforts are underway in Europe and Asia, targeting a market size estimated at $HH billion, with a projected growth rate of II%[20]. Customer Risks - The company reported a customer concentration risk, with the top three customers accounting for JJ% of total revenue, which could impact future performance[20]. - Revenue could be significantly affected if the company fails to maintain or establish new relationships with drug delivery customers[20]. Regulatory Challenges - The company is facing significant regulatory challenges that could impact the approval timelines for new products, potentially delaying market entry[20]. - The company is subject to various regulatory risks that could impact its ability to operate and grow, including compliance with FDA regulations[21]. Business Risks - The company faces significant risks and uncertainties that could adversely affect its business, financial condition, and results of operations, including general economic conditions and customer concentration risks[20]. - The market size for the company's current and future products may be smaller than estimated, affecting growth potential[20]. - The success of the ClearPoint and IRRAflow systems is contingent on achieving broad market adoption, which remains uncertain[20]. - Future growth relies on the company's ability to effectively market and sell its product platforms and manage a combined commercial team[20]. Financial Flexibility - The company currently has significant debt and may incur additional debt, which could restrict operational flexibility[21]. Dividend Policy - The company has not paid dividends in the past and does not expect to pay dividends in the future, which may affect investor returns[23].

Revenue and Client Relationships - Harte Hanks generated 10.5% of total revenues from its largest client in 2025, with the largest 25 clients accounting for 68.3% of total revenue[37] - The company’s revenue streams tend to be higher in the fourth quarter due to increased activity in the retail and healthcare verticals[45] - Approximately 9.5% of the company's revenues were derived from operations outside the United States, primarily in Europe and Asia, indicating potential for international expansion[77] Financial Performance - Operating revenue for the year ended December 31, 2025, was $159.6 million, a decrease of $25.6 million or 13.9% compared to $185.2 million in 2024[132] - Revenue in the Revenue Solutions segment declined by $15.2 million or 30.2% to $35.1 million; Fulfillment & Logistics Services revenue decreased by $7.6 million or 9.3% to $74.4 million; Customer Care segment revenue fell by $2.9 million or 5.4% to $50.1 million[133] - Operating expenses for 2025 were $159.2 million, down $24.0 million or 13.1% from $183.1 million in 2024[134] - The net loss for 2025 was $811, a decrease of 97.3% compared to a net loss of $30,297 in 2024[132] - Diluted EPS from operations for 2025 was $(0.11), down 97.4% from $(4.15) in 2024[132] Cost Management and Restructuring - The company expects restructuring cost reductions from "Project Elevate" to be approximately $16.0 million during 2024 through 2025, with total restructuring charges of $1.8 million and $2.4 million incurred in 2025 and 2024, respectively[36] - The company is implementing "Project Elevate" to optimize its cost structure, but may not achieve all identified savings, which could adversely affect financial results[70] - Labor costs decreased by $12.9 million or 13.8% due to optimized operations and reduced salary and wages[134] Operational Strategy and Services - Harte Hanks operates in six service categories: data, marketing, sales, customer care, fulfillment, and logistics, addressing growth and customer experience challenges for B2B and B2C businesses[21] - The company leverages a proprietary DataView tool, providing a 360-degree customer view with over 1,500 attributes for accurate predictive marketing[27] - Harte Hanks' fulfillment and logistics services support enterprise-level supply chain management and eCommerce scalability, enhancing customer experience and optimizing cost efficiencies[29] - The company provides a flexible outsourcing marketing operations solution known as "Marketing as a Service," which integrates various marketing functions[27] Technology and Innovation - The proprietary logistics technology, Allink®360, optimizes freight costs and delivery timelines, ensuring on-time and within-budget shipments[39] - The company has developed proprietary software, including NexTOUCH and Allink 360, which are integral to its business operations[54] - The company is positioned to help clients navigate challenges in a cookie-restricted digital environment, enhancing awareness, demand, and sales for products[24] Human Capital and Compliance - The company’s human capital strategy emphasizes training and talent development, with a commitment to providing various learning opportunities[56] - The company is subject to numerous local, national, and international laws regulating direct marketing activities, including privacy and data security[47] - The company faces risks associated with compliance to evolving privacy and data protection regulations, which could increase operational costs and impact service offerings[84] Market Risks and Competition - The company faces intense competition in the B2B services industry, with significant risks related to client retention and market dynamics[62] - Competitors may have significantly greater financial resources, leading to pricing pressures that could negatively impact the company's margins and results of operations[65] - Reduced marketing budgets from clients due to economic conditions could lead to decreased demand for the company's products and services[69] Financial Liabilities and Risks - The company has approximately $23.0 million in unfunded pension liabilities as of December 31, 2025, which may impact future results of operations and cash flows[99] - Interest rate fluctuations could materially affect the company's cash flows and financial position, particularly regarding its Credit Facility[74] - Inflation has negatively impacted the company's financial condition, particularly through rising labor costs and service charges from third-party providers[75] Cybersecurity and Data Management - The company has experienced cybersecurity incidents in the past, and failure to prevent future breaches could lead to lawsuits, loss of customers, and reputational harm[90] - The company has implemented robust processes to manage cybersecurity risks, overseen by its Chief Security Officer and Risk Steering Committee[107] - The company relies heavily on data centers and telecommunications infrastructure, and any significant disruptions could materially affect its ability to provide services, resulting in loss of revenues and client confidence[89] Accounting and Financial Reporting - The financial statements were prepared in conformity with accounting principles generally accepted in the United States of America[214] - The company evaluated its internal control over financial reporting and concluded it was effective as of December 31, 2025[184] - The company is currently evaluating the impact of new accounting standards on its consolidated financial statements[176] - The audit was conducted in accordance with PCAOB standards, ensuring the reliability of the financial statements[216]

Financial Performance - Revenue for the three months ended January 31, 2026, was $24.552 million, a 62.5% increase from $15.090 million in the same period of 2025[15] - Gross profit for the three months ended January 31, 2026, was $12.906 million, compared to $6.547 million in the prior year, reflecting a 96.2% increase[15] - Total operating expenses for the three months ended January 31, 2026, were $47.671 million, up from $27.148 million in the same period of 2025, representing a 75.7% increase[15] - The net loss for the three months ended January 31, 2026, was $34.166 million, compared to a net loss of $21.759 million in the same period of 2025, indicating a 56.9% increase in losses[15] - For the nine months ended January 31, 2026, the company reported a net loss of $92,777 thousand, compared to a net loss of $62,703 thousand for the same period in 2025, indicating an increase in losses of approximately 48%[34] - The net loss attributable to common shareholders for the three months ended January 31, 2026, was $34,166, compared to a net loss of $24,833 for the same period in 2025, representing a year-over-year increase of 37%[115] - For the nine months ended January 31, 2026, the net loss attributable to common shareholders was $92,777, compared to $70,791 for the same period in 2025, reflecting a year-over-year increase of 31%[115] Cash and Liquidity - Cash and cash equivalents as of January 31, 2026, were $291.321 million, an increase from $237.595 million as of April 30, 2025[13] - The company reported cash and cash equivalents of $291,321 thousand as of January 31, 2026, providing a liquidity buffer[33] - Cash used in operating activities for the nine months ended January 31, 2026, was $62,983 thousand, up from $53,552 thousand in 2025, reflecting a 17.9% increase in cash outflow[34] - The Company believes existing cash and cash equivalents will fund planned operating expenses and capital expenditures for at least the next 12 months[37] Assets and Liabilities - Total assets as of January 31, 2026, were $379.342 million, compared to $295.744 million as of April 30, 2025, marking a 28.3% increase[13] - Total liabilities as of January 31, 2026, were $91.353 million, slightly up from $90.338 million as of April 30, 2025[13] - As of January 31, 2026, the company had an accumulated deficit of $613,026 thousand, highlighting ongoing financial challenges[34] - The Company’s long-term debt was $42,261, slightly up from $41,098 as of April 30, 2025, an increase of 2.8%[81] Shareholder Information - The weighted-average shares of common stock outstanding for the three months ended January 31, 2026, were 55,848,413, compared to 19,885,382 in the same period of 2025[15] - The Company had 58,349,053 Common Shares issued and outstanding as of January 31, 2026, an increase from 51,348,656 as of April 30, 2025, representing a growth of 13.6%[89] - The basic and diluted net loss per share attributable to common shareholders for the three months ended January 31, 2026, was $(0.61), compared to $(1.25) for the same period in 2025, showing an improvement of 51.2%[115] Research and Development - The company reported a significant increase in research and development expenses, totaling $4.972 million for the three months ended January 31, 2026, compared to $3.353 million in the same period of 2025, a 48.3% increase[15] - The company continues to focus on expanding the commercialization of its ASSURE WCD and related products as part of its Cardiac Recovery System platform[9] - The company entered into a strategic collaboration agreement with Biobeat Technologies, Ltd., which includes research and development funding of up to $2,000 contingent upon achieving specified milestones[116] Investment Activities - The company incurred a net cash used in investing activities of $30,571 thousand for the nine months ended January 31, 2026, compared to $15,904 thousand in 2025, indicating increased investment activity[23] - The company made a $5,000 equity investment in Biobeat's Series B financing, measured at cost and included in Other long-term assets[116] Compensation and Employee Benefits - Share-based compensation expense for the nine months ended January 31, 2026, was $23,340 thousand, significantly higher than $1,958 thousand in the same period of 2025[23] - The Company sponsors a 401(k) Plan for full-time employees, with matching and discretionary contributions totaling $1,628 for the nine months ended January 31, 2026[112] Accounting and Compliance - The Company is evaluating the impact of several new accounting standards, including ASU 2025-05, which addresses credit losses for accounts receivable[63] - The Company has provided a full valuation allowance against its net deferred tax assets as of January 31, 2026, indicating they are not likely to be realized[108] Market and Risk Factors - There have been no material changes to the company's market risk during the nine months ended January 31, 2026[187]

Revenue Generation - Gaxos.AI generated revenues of $1,933,030 for the year ended December 31, 2025, with $1,509,886 from RNK Health providing non-clinical services[180] - Revenue from health coaching packages was $1,124 in 2025, compared to $3,952 in 2024, indicating a significant increase in service offerings[180] - Subscription services from Art-Gen.ai, UnGPT.ai, and Bible.ai applications generated $421,995 in revenue in 2025[180] - Total revenues for the year ended December 31, 2025, were $1,933,030, a decrease of 52.0% compared to $4,027 in 2024[181] Operating Expenses - Operating expenses increased by $3,141,924, or 84.7%, totaling $6,849,556 for the year ended December 31, 2025[183] - General and administrative expenses rose to $5,855,885, an increase of 116.0% from $2,711,145 in 2024[186] - Advertising and marketing expenses surged by $2,715,433, or 739.2%, reaching $3,082,784 in 2025[190] - Research and development fees decreased slightly by $2,816, or 0.3%, amounting to $993,671 in 2025[184] Financial Performance - The company reported a loss from operations of $4,916,526 for 2025, an increase of 32.7% from $3,703,605 in 2024[194] - Net loss attributable to common shareholders was $3,900,583, with a net loss per share of $0.55, compared to a net loss of $3,418,197 and $1.92 per share in 2024[196] - Net cash used in operations for 2025 was $3,853,757, compared to $3,280,397 in 2024[203] Cash and Financing - As of December 31, 2025, the company had a cash balance of $840,799 and working capital of $11,919,230[198] - The company plans to pursue additional financing to support its growth strategy and research and development efforts[209] Business Initiatives - Gaxos Labs launched a generative AI service in September 2024, reducing creative asset development time from hours to minutes for game developers[165] - The company launched UnGPT.ai in May 2025, enhancing AI-generated text to sound more natural and human-like[166] - Art-Gen.AI, launched in August 2025, allows users to create professional-grade content quickly and cost-effectively[167] - Gaxos Health initiative aims to provide personalized health optimization solutions using AI-driven insights and biometric data[168] - RNK Health, a subsidiary formed in September 2024, holds a 70% membership interest and focuses on marketing health-related products[170] - Gaxos Gaming launched five proprietary games by December 31, 2025, integrating AI for personalized gaming experiences and NFT minting[172] Regulatory and Compliance - The company has chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards[214] - The company will remain an "emerging growth company" until it has total annual gross revenues of $1.07 billion or more[215] - The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company[216]

Revenue Generation - Gaxos.AI generated revenues of $1,933,030 for the year ended December 31, 2025, with $1,509,886 from RNK Health providing non-clinical services[180] - Revenue from health coaching packages was $1,124 in 2025, compared to $3,952 in 2024, indicating a significant increase in service offerings[180] - Subscription services from Art-Gen.ai, UnGPT.ai, and Bible.ai applications generated $421,995 in revenue in 2025[180] - Total revenues for the year ended December 31, 2025, were $1,933,030, a decrease of 52.0% compared to $4,027 in 2024[181] Product Development and Launches - Gaxos Labs launched a generative AI service in September 2024, reducing creative asset development time from hours to minutes for game developers[165] - The company launched UnGPT.ai in May 2025, enhancing AI-generated text to sound more natural and human-like[166] - Art-Gen.AI, launched in August 2025, allows users to create professional-grade content quickly and cost-effectively[167] - As of December 31, 2025, Gaxos.AI launched five proprietary games, integrating AI for personalized gaming experiences[172] Financial Performance - Operating expenses increased by $3,141,924, or 84.7%, totaling $6,849,556 for the year ended December 31, 2025, compared to $3,707,632 in 2024[183] - Research and development fees slightly decreased by $2,816, or 0.3%, totaling $993,671 in 2025 compared to $996,487 in 2024[184] - General and administrative expenses rose to $5,855,885 in 2025, an increase of $3,144,740, or 116.0%, from $2,711,145 in 2024[186] - Advertising and marketing expenses surged by $2,715,433, or 739.2%, reaching $3,082,784 in 2025 compared to $367,351 in 2024[190] - The company reported a loss from operations of $4,916,526 for the year ended December 31, 2025, an increase of $1,212,921, or 32.7%, from $3,703,605 in 2024[194] - Net loss attributable to common shareholders was $3,900,583 in 2025, with a net loss per share of $0.55, compared to a net loss of $3,418,197 and $1.92 per share in 2024, reflecting an increase of 14.1%[196] Cash and Investments - As of December 31, 2025, the company had a cash balance of $840,799 and short-term investments of $11,345,187, with working capital of $11,919,230[198] - Net cash used in operations for the year ended December 31, 2025, was $3,853,757, compared to $3,280,397 in 2024[203] Future Plans and Compliance - The company plans to pursue additional financing to support its growth strategy and research and development efforts, indicating a need for significant capital investment[209] - The company is taking advantage of the extended transition periods under the JOBS Act for complying with new accounting standards, which may affect comparability with other public companies[214] - The company will remain an "emerging growth company" until it reaches total annual gross revenues of $1.07 billion or more[215] - The company intends to rely on exemptions from certain requirements, including auditor's attestation on internal controls over financial reporting[215] - The company is not required to provide quantitative and qualitative disclosures about market risk as a smaller reporting company[216]