{"url_path":"/sec/gxai/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A RISK FACTORS**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1895618/0001213900-26-056583-index.html","accession_number":"0001213900-26-056583","cik":"0001895618","ticker":"GXAI","issuer_name":"GAXOS.AI INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1895618/0001213900-26-056583-index.html","primary_entity_key":"0001895618","primary_entity_name":"GAXOS.AI INC."},"word_count":767,"has_tables":true,"body_markdown":"**ITEM 1A. RISK FACTORS**\n\n \n\nRisk factors that affect our business and financial\nresults are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31,\n2025 as filed with the SEC on March 17, 2026 (“Annual Report”). There have been no material changes in our risk factors from\nthose previously disclosed in our Annual Report, except discussed below. You should carefully consider the risks described in our Annual\nReport, which could materially affect our business, financial condition or future results. The risks described in our Annual Report are\nnot the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also\nmay materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our\nbusiness, financial condition, and/or results of operations could be negatively affected.\n\n \n\n**Our Medial Partner’s telehealth business\ncould be adversely affected by ongoing legal challenges to their business model or by new state actions restricting their ability to\nprovide the full range of services in certain states.**\n\n \n\nOur majority-owned subsidiary, RNK Health LLC\n(“RNK Health”), is currently providing non-clinical administrative services to support patient health. RNK Health has partnered\nwith a third-party medical management company (the “Medical Partner”) that provides medication management and patient support\ncare services via telehealth to patients located in all 50 states.\n\n \n\nThe ability of our Medical Partner’ telehealth\noperations in each state is dependent upon the state’s treatment of medicine under such state’s laws, rules and policies\ngoverning the practice of physician supervised services, which are subject to changing political, regulatory and other influences. In\nthe event our contracted parties are unable to provide telehealth services for any reason, it would have a material adverse effect on\nour ability to sell products and in turn our revenues and operating results.\n\n \n\n**Our and our Medical Partner’s activities\nare subject to laws governing the provision of telehealth services, which could be subject to changes that result in additional operational\ncomplexity or increased costs.**\n\n** **\n\nOut Medical Partner and their providers are subject\nto laws governing the provision of telehealth services and the delivery of professional healthcare services more broadly. For example,\nsome states limit the modality through which telehealth services are delivered, such as requiring synchronous (i.e. “live”)\ncommunication or curtailing asynchronous (“store-and-forward”) communication for certain telehealth services\n(e.g., prescribing certain types of medications). Although we believe our contractual arrangement with the Medical Partner is structured\nto comply with laws governing the provision of telehealth services, these laws are evolving at a rapid pace and are subject to changing\npolitical, regulatory, and other influences. Due to the rapidly evolving regulatory climate, we cannot assure that our contractual arrangement,\nif challenged, will be deemed compliant, nor can we assure that a new or existing law will not be implemented, enforced, or changed,\nwith little or no notice, in a manner that requires us to modify our business model at a material expense.\n\n \n\n27\n\n \n\n \n\n**Evolving government regulations and enforcement\nactivities may require increased costs or adversely affect our results of operations.**\n\n \n\nOur contractual arrangement with our Medical\nPartner is structured to comply with all applicable material laws, but, due to the uncertain regulatory environment and enforcement discretion,\ngovernment regulators or enforcement agencies may determine that we or our Medical Partner are in violation of their laws and regulations.\nIf we must remedy such violations, we or the Medical Partner may be required to modify business operations and services in a manner that\nundermines our ability to retain or acquire new customers, or we or our Medical Partner, may be subject to fines or other burdensome\nenforcement actions that may result in our termination of operations in certain jurisdictions. If so, our revenue may decline and our\nbusiness, financial condition, and results of operations could be adversely affected.\n\n \n\nMoreover, the laws applicable to our operations\nare subject to change or reinterpretation, and continued compliance may require us to change our practices at significant expense. Additional\nexpenses may increase future overhead, which could have a material adverse effect on our results of operations. Additionally, modifications\nto the services we offer may require us to comply with additional laws and regulations, obtain necessary licenses or certifications,\nor materially alter our operations—any of which may require incurring significant expenses to ensure compliance. The failure to\nadequately comply with these future laws and regulations may delay or possibly prevent our services from being offered to customers,\nwhich could have a material adverse effect on our business, financial condition, and results of operations."}