06/03/2026 | Press release | Distributed by Public on 06/03/2026 15:26
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q.
Overview
The Company is engaged in the development and commercialization of an enterprise-grade agentic artificial intelligence ("AI") platform (the "Agentic AI Platform") and a suite of related agentic AI products. The Agentic AI Platform is designed to enable enterprises to discover, deploy, govern, measure, and continuously improve agentic AI-driven business operations across a broad range of industries, including regulated sectors such as banking, financial services, insurance, healthcare, and life sciences.
In parallel with its internal product development and organic growth, the Company has implemented a strategic mergers and acquisitions ("M&A") program (the "M&A Program"), focused on identifying, acquiring, integrating, and further developing AI-based technology companies and assets. The Company's M&A Program is concentrated on companies operating in agentic AI and adjacent AI technologies serving enterprises, institutions, and industries.
The Company believes that its combined strategy of organic product development and growth, together with strategic acquisitions through its M&A Program, will enable it to accelerate growth, broaden its addressable market, deepen its competitive position in the agentic AI sector, and create long-term value for its stockholders. There can be no assurance, however, that the Company will identify suitable acquisition targets, complete any contemplated acquisitions on favorable terms, or at all, or successfully integrate acquired businesses.
We have a dedicated R&D and engineering team which is tasked with developing a suite of AI products and solutions designed to tackle complex challenges and automate processes across industries, leveraging an agentic-AI approach. Our focus is on building AI applications and solutions that are secure, scalable, and privacy-centric. Our R&D and engineering team, led by 14 senior AI specialists and software engineers, is tasked with driving the development of groundbreaking AI technologies, positioning Global AI at the forefront of enterprise AI innovation.
The Company's results of operations and financial condition are, and are expected to continue to be, materially influenced by the following factors:
| ● | the rate at which the Company commercializes the Agentic AI Platform and successfully introduces new products and capabilities; | |
| ● | the Company's ability to identify, complete, integrate, and realize the anticipated benefits of acquisitions; | |
| ● | the Company's ability to acquire, retain, and expand customer relationships, including through cross-selling of products across acquired businesses; | |
| ● | the pace of investment in research and development, sales and marketing, and infrastructure required to support growth; | |
| ● | prevailing macroeconomic conditions, the regulatory environment for AI technologies, and the competitive landscape in the agentic AI sector; and | |
| ● | the Company's ability to access capital on favorable terms to fund operations and acquisitions. |
Components of Results of Operations
Revenue. The Company generates revenues primarily from (i) software license for access to the Agentic AI Platform and related products, (ii) support and maintenance fees tied to platform usage, (iii) outcome-indexed fees tied to realized customer outcomes, and (iv) professional services fees related to implementation, integration, and advisory engagements.
Cost of Revenues. Cost of revenues consists primarily of expenses related to hosting and infrastructure (including third-party cloud computing services and foundation model usage), personnel costs (including salaries, benefits, and stock-based compensation) for employees engaged in delivering the Company's products and services, and allocated overhead. Cost of revenues is expected to vary with the modality and configuration of customer deployments, including the proportion of workloads executed on customer-owned infrastructure versus cloud-based infrastructure.
Operating Expenses
Research and Development. Research and development expenses consist primarily of personnel costs (including salaries, benefits, and stock-based compensation) for engineers and other personnel engaged in the design, development, and enhancement of the Agentic AI Platform and related products, costs of foundation model access and experimentation, third-party software and tools, and allocated overhead. The Company expects research and development expenses to increase in absolute dollars as the Company continues to invest in product innovation, although such expenses may decline as a percentage of revenues over time.
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs (including salaries, commissions, benefits, and stock-based compensation) for sales and marketing personnel, costs of demand generation, marketing programs, customer events, travel, and allocated overhead. Sales and marketing expenses also include costs associated with the Company's forward-deployed engineering model, in which technical personnel are embedded directly with customers during the pursuit and early deployment phases of the customer lifecycle. The Company expects sales and marketing expenses to increase in absolute dollars as the Company expands its sales organization, deepens enterprise customer relationships, and supports the integration of Acquisitions.
General and Administrative. General and administrative expenses consist primarily of personnel costs (including salaries, benefits, and stock-based compensation) for executive, finance, legal, human resources, and information technology functions, professional services fees (including audit, legal, and consulting fees), insurance, public-company compliance costs, and allocated overhead. The Company expects general and administrative expenses to increase in absolute dollars in support of growth, regulatory and compliance obligations, and costs associated with being a public reporting company.
Recent Developments
Commercial Launch of the Agentic AI Platform
The principal commercial achievement of fiscal year 2025 was the commencement of revenue-generating sales of the Company's Agentic AI Platform to enterprise customers. During December 2025, the Company executed software license and platform contracts with six enterprise customers, marking the transition of the Company's business from a development and early-stage commercialization phase to a phase characterized by enterprise-grade, contracted deployments of the Agentic AI Platform.
The six enterprise contracts executed in December 2025 spanned multiple regulated and mission-critical industry verticals, including pharmaceutical and life sciences, insurance, and retail. A number of these customers are among the largest enterprises in their respective sectors and geographies, with operations in Europe and globally. The Company's customer engagements reflect its strategic focus on, among others, regulated, mission-critical enterprise environments, and we believe demonstrate the commercial viability of the Agentic AI Platform across multiple industry verticals.
Management believes that the 2025 commercial launch of the Agentic AI Platform, together with the customer engagements executed in connection with that launch, establishes a foundation for the Company's continued enterprise customer acquisition strategy, validates the technical and operational scalability of the Agentic AI Platform, and creates reference architectures suitable for replication across customers, industries, and geographies in future periods.
2026 Customer Engagements
In 2026, the Company had a number of additional customer deployments, expansions of existing customer engagements, and new enterprise contracts, including the following:
| ● | The Company entered into an agreement to deploy the Agentic AI Platform with one of Europe's larger energy and utilities companies. The deployment is focused on enabling near real-time pricing synchronization across the customer's commercial systems during month-end sales cycles, orchestrating and governing the customer's existing system integrations without requiring replacement of core infrastructure. The engagement marked the Company's expansion into regulated, mission-critical energy and utilities environments. |
| ● | The Company deployed the Agentic AI Platform with a leading European insurance and asset management group to modernize and automate a high-volume, compliance-critical insurance back-office workflow. The deployment replaced a fully manual, document-intensive process with a governed agentic AI validation layer, fully integrated with the customer's existing customer channels and core back-office systems, executed in alignment with the customer's enterprise security, data privacy, and regulatory compliance standards. | |
| ● | The Company executed a contract with one of the world's largest pharmaceutical and life sciences companies to automate and govern multiple compliance-critical and data-intensive business processes. Under the agreement, the Company is deploying the Agentic AI Platform to support regulatory monitoring, compliance reporting, and internal human resources operations, with full auditability across the reporting lifecycle and alignment with the regulatory standards applicable to global pharmaceutical organizations operating across multiple jurisdictions. | |
| ● | The Company entered into a contract with one of the world's largest supermarket operators to deploy the Agentic AI Platform across the customer's supplier invoice lifecycle. The deployment automates how supplier invoices are received, validated, and recorded across the customer's finance systems, with the Agentic AI Platform's agents operating continuously, processing invoices without manual intervention, and escalating exceptions for finance team review. | |
| ● | The Company deployed an agentic automated invoice processing solution for a leading European insurance group, representing a live, production implementation within a highly regulated financial environment. The deployment automates the full invoice processing workflow, including ingestion, processing, and system integration, operates on a scheduled basis with multiple daily processing cycles, and provides full auditability of each processing run. | |
| ● | The Company effectuated a full production deployment of the Agentic AI Platform with a Fortune Global 500 pharmaceutical company. The Agentic AI Platform is operating in production across regulatory reporting and payroll workflows, with end-to-end integration with the customer's ERP, human resources, inventory, and financial systems. |
Industry Diversification
Considering the six enterprise contracts executed in 2025 and the 2026 customer engagements, the Company's customer base reflects a deliberate strategy of industry diversification. The Company has commercialized the Agentic AI Platform across pharmaceutical and life sciences, insurance and asset management, retail and supermarket operations, energy and utilities, commercial aviation, and with customers based primarily in Europe and operating across multiple regulatory jurisdictions. The Company believes that this diversification reduces dependence on any single industry, mitigates customer-concentration risk, and provides a foundation for cross-vertical product enhancement and customer reference development.
Results of Operations
Financial Overview
For the three months ended March 31, 2026 and 2025, we generated revenues of $44,747 and $35,704, respectively, and reported a net loss of $777,148 and $737,778, respectively. We had negative cash flows used in operating activities of $244,808 and $474,516, respectively. As noted in our unaudited condensed consolidated financial statements, as of March 31, 2026, we had an accumulated deficit of $6,201,182.
For the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
|
For the Three Months Ended March 31, |
||||||||||||||||
| 2026 | 2025 | Variance ($) | Variance (%) | |||||||||||||
| Revenues | $ | 44,747 | 35,704 | 9,043 | 25.3 | % | ||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues | 31,449 | 23,293 | 8,156 | 35.0 | % | |||||||||||
| Amortization of capitalized research and development costs |
305,413 |
- |
305,413 |
0 | % | |||||||||||
| General and administrative expenses | 193,773 | 112,387 | 81,368 | 72.4 | % | |||||||||||
| Research and development | 47,822 | - | 47,822 | 0 | % | |||||||||||
| Sales and marketing | 180,620 | 37,302 | 143,318 | 384.2 | % | |||||||||||
| Professional fees | 80,656 | 571,873 | (491,217 | ) | (85.9 | )% | ||||||||||
| Total operating expenses | 839,733 | 744,855 | 94,878 | 12.7 | % | |||||||||||
| Loss from operations | (794,986 | ) | (709,151 | ) | (85,835 | ) | (12.1 | )% | ||||||||
| Other expenses: | ||||||||||||||||
| Financial expenses, net | 17,838 | (13,067 | ) | (30,905 | ) | (236.5 | )% | |||||||||
| Net loss before taxes | (777,148 | ) | (722,218 | ) | (54,930 | ) | (7.6 | )% | ||||||||
| Income tax provision | - | 15,560 | (15,560 | ) | (100.0 | )% | ||||||||||
| Net loss | $ | (777,148 | ) | (737,778 | ) | (39,370 | ) | (5.3 | )% | |||||||
Revenues: The Company generated revenues of $44,747 for the three months ended March 31, 2026, compared to $35,704 for the three months ended March 31, 2025, representing an increase of 25.3%. This increase was primarily due to an increase in revenues from software license sales and related services in 2026.
Operating Expenses: Operating expenses increased to $839,733 for the three months ended March 31, 2026, from $744,855 for the three months ended March 31, 2025, representing a 12.7% increase. The primary reasons for the increase in operating expenses were increases in cost of revenues, amortization of research and development costs, general and administrative expenses, research and development costs and sales and marketing expenses, partially offset by a decrease in professional fees.
Amortization of Capitalized Research and Development Costs: Amortization of capitalized research and development costs were $305,413 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The Company capitalized all research and development costs in 2025 and began amortizing those costs during the three months ended March 31, 2026.
General and Administrative Expenses: General and administrative expenses were $193,773 for the three months ended March 31, 2026, compared to $112,387 for the three months ended March 31, 2025. The increase in general and administrative expenses of $81,368, or 72.4%, was primarily due to costs incurred by the Romanian subsidiary which began in late 2025 and an increase in software license costs during the three months ended March 31, 2026.
Research and Development Expenses: Research and development expenses were $47,822 for the three months ended March 31, 2026, compared to $0 for the three months ended March 31, 2025. The Company capitalized all research and development costs in 2025 and began expensing research and development costs related to product maintenance during the three months ended March 31, 2026.
Sales and Marketing Expenses: Sales and marketing expenses were $180,620 for the three months ended March 31, 2026, compared to $37,302 for the three months ended March 31, 2025. The increase in sales and marketing expenses of $143,318, or 384.2%, was primarily due to increased sales and marketing activity relating to the release of the first version of Company's product in late 2026.
Professional Fees: Professional fees were $80,656 for the three months ended March 31, 2026, compared to $571,873 for the three months ended March 31, 2025. The decrease in professional fees of $491,217, or 85.9%, was primarily due to the professional fees incurred relating to the Tectu transaction costs in 2025.
Loss from Operations: The Company reported a loss from operations of $794,986 for the three months ended March 31, 2026, compared to a loss of $709,151 for the three months ended March 31, 2025, representing an increase of 12.1%. The primary reason for this was due to the increase in operating expenses during the current period.
Liquidity and Capital Resources
The Company has historically funded its operations through a combination of equity issuances, debt financings, and, to a lesser extent, cash generated from operating activities. The Company's principal uses of cash include funding research and development activities, sales and marketing investments, general and administrative expenses, working capital requirements, capital expenditures.
The Company's future capital requirements will depend on numerous factors, including the rate of growth of the Agentic AI Platform business, the timing and size of future acquisitions pursuant to the Company's M&A Program, working capital and capital expenditure needs, and the timing of cash flows from operations. The Company may seek to raise additional capital through equity issuances, debt financings, or other arrangements, although there can be no assurance that such financing will be available on favorable terms, or at all.
The Company's M&A Program is expected to require ongoing access to capital. The Company expects to finance future acquisitions through the issuance of equity securities, the incurrence of indebtedness, or other forms of consideration. The use of any particular form of consideration will depend on the size and structure of the applicable acquisition, prevailing market conditions, and the Company's overall capital structure and strategic objectives.
As of March 31, 2026, the Company had $26,255 in cash and cash equivalents, and a working capital deficit of $6,479,050, with minimal revenues. The Company has sustained losses from operations, and such losses are expected to continue. The foregoing raises substantial doubt about the Company's ability to continue as a going concern. Management is actively seeking investor funding and pursuing strategic alternatives, including a potential merger or combination with another operating company, to improve liquidity and financial position. There can be no assurance that the level of funding needed will be acquired, that the Company will generate sufficient revenues to sustain operations for the next twelve months, that a potential merger or combination partner will be identified, or that a transaction would be completed on terms satisfactory to the Company, or at all. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cash Flows for the Three Months Ended March 31, 2026 and 2025
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash (used in) provided by: | ||||||||
| Operating activities | $ | (244,808 | ) | $ | (474,516 | ) | ||
| Investing activities | (458,766 | ) | (560,423 | ) | ||||
| Financing activities | 652,629 | 1,108,000 | ||||||
| Net increase (decrease) in cash | $ | (50,945 | ) | $ | 73,061 | |||
Net cash used in operating activities was $244,808 for the three months ended March 31, 2026, as compared to net cash used in operating activities of $474,516 for the three months ended March 31, 2025, this increase was primarily due to the increases in general and administrative and professional fees expense.
Net cash used in investing activities was $458,766 for the three months ended March 31, 2026, as compared to net cash used in operating activities of $560,423 for the three months ended March 31, 2025, this decrease was primarily due to the capitalization of research and development costs and purchase of property and equipment.
Net cash provided by financing activities was $652,629 for the three months ended March 31, 2026, as compared to the net cash provided by investing activities of $1,108,000 for the three months ended March 31, 2025. This decrease is due to $1,100,000 in proceeds from sale of Class A common stock in 2025.
Related Party Transactions
For information on related party transactions and their financial impact, see Note 3 to the financial statements.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. We continue to evaluate the estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies reflect the more significant judgments and estimates used in preparation of our consolidated financial statements.
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606"). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
Research and Development Costs
The Company capitalizes costs in accordance with ASC 985-20 "Software - Costs of Software To Be Sold, Leased, or Marketed." Beginning January 1, 2025, as technological feasibility had been established, all internal software development costs are capitalized until the product is available for general release to customers.
Judgment is required in determining when technological feasibility of a product is established. We have determined that technological feasibility for our software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the commencement of product sales. The amortization of these costs is included in operating expenses over the estimated life of the products, which the Company has determined to be three years.
Recently Issued Accounting Pronouncements
In 2024, the FASB issued Accounting Standards Update 2024-03, which requires the disaggregated disclosure of certain costs and expenses on an interim and annual basis. The new standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and can be applied prospectively with the option for retrospective application to all prior periods presented in the financial statements, with early adoption permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.