Core Viewpoint - Guardforce AI Co., Limited has received a notification from NASDAQ regarding non-compliance with the minimum bid price requirement, necessitating actions to regain compliance by June 10, 2026 [1][2]. Group 1: Compliance Notification - The Company was notified on December 12, 2025, that it is not in compliance with NASDAQ Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00 per share [1]. - The Company has 180 calendar days, until June 10, 2026, to regain compliance by maintaining a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days [2]. Group 2: Current Trading Status - The receipt of the Notification Letter does not immediately affect the trading status of the Company's ordinary shares, which will continue to trade on NASDAQ under the ticker "GFAI" [3]. Group 3: Company Response - The Company plans to continuously monitor its closing bid price and is considering various measures to improve its financial position and operational results to address the compliance issue [4]. Group 4: Company Overview - Guardforce AI is an AI-driven technology company focused on automation, robotics, and secured logistics, with a strong operational foundation in cash logistics and retail sectors [5]. - The Company utilizes its Intelligent Cloud Platform (ICP) to deliver innovative solutions in cash management, retail automation, and Agentic AI, while also expanding into travel planning [5].

Core Viewpoint - Guardforce AI Co., Limited has received a notification from NASDAQ regarding non-compliance with the minimum bid price requirement, which necessitates a closing bid price of at least US$1.00 per share for continued listing [1][2]. Group 1: Compliance Notification - The notification letter from NASDAQ indicates that Guardforce AI has not maintained the required minimum bid price for 30 consecutive business days [1]. - The company has until June 10, 2026, to regain compliance by achieving a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days [2]. Group 2: Current Trading Status - The receipt of the notification letter does not immediately affect the trading status of Guardforce AI's ordinary shares, which will continue to trade on NASDAQ under the ticker "GFAI" [3]. Group 3: Company Response - To address the compliance issue, the company plans to monitor its closing bid price continuously and is considering various measures to improve its financial position and operational results [4]. Group 4: Company Overview - Guardforce AI is an AI-driven technology company focused on automation, robotics, and secured logistics, with a strong operational foundation in cash logistics and retail sectors [5]. - The company utilizes its Intelligent Cloud Platform (ICP) to deliver innovative solutions in cash management, retail automation, and Agentic AI, while also expanding into travel planning [5].

Core Insights - Guardforce AI is launching its AI Agent platform and Robotics-as-a-Service (RaaS) operations in Thailand, marking a significant step in creating a unified human-centered AI ecosystem [1][2] - The company's RaaS solution, Wishnote, has contracted nearly 100 events, enhancing its role in the tourism and event recovery in Thailand [2] - The integration of Wishnote with the newly launched AI-powered travel assistant, DVGO, allows for real-time data exchange and adaptive learning, furthering the company's vision of a data-driven AI ecosystem [2][3] Company Overview - Guardforce AI is an AI-driven technology company with a strong foundation in cash logistics and retail sectors, utilizing its Intelligent Cloud Platform (ICP) to deliver advanced smart solutions [4] - The company is expanding into travel planning, showcasing how scalable AI can transform industries while balancing stable revenues with high-growth innovations [4]

Core Insights - Guardforce AI has launched DVGO Beta 2.0, marking a significant step in its AI-driven product strategy and marketing expansion [1][5] - DVGO is designed as an AI-powered assistant for travel advisors, enhancing their workflow and enabling more efficient travel planning [2][3] Product Features - DVGO Beta 2.0 offers improved AI orchestration, generating intelligent recommendations and interpreting client preferences, which reduces travel planning time from days to minutes [3] - The platform allows for real-time synchronization between travel advisors and clients, utilizing natural conversation and interactive map visualization [3] Strategic Initiatives - The company is initiating an Ambassador Program to recruit 50 travel advisors as early adopters, aiming to refine the platform through user feedback [4] - This initiative underscores the company's commitment to developing user-informed AI applications that evolve through collaboration [4] Company Overview - Guardforce AI operates in cash logistics and retail sectors, leveraging its Intelligent Cloud Platform to deliver smart solutions across various applications, including travel planning [6] - The company aims to balance stable revenues with high-growth innovations, demonstrating the scalability of AI in transforming industries [6]

Revenue and Profitability - Total revenue for the six months ended June 30, 2025, was $18,207,186, representing an increase of 3.6% compared to $17,566,844 for the same period in 2024[6] - Gross profit decreased to $2,954,963, down 8.8% from $3,239,750 in the prior year[6] - The revenue from the Secured Logistics segment was $17,060,535, up from $15,761,944 in 2024, indicating an increase of approximately 8.2%[47] - The company experienced an operating loss from continuing operations of $2,480,761 for the six months ended June 30, 2025, compared to a loss of $2,081,862 in 2024, reflecting a deterioration of about 19.2%[48] - The net loss attributable to equity holders of the company for the period was $2,236,077, compared to a loss of $1,847,594 in the previous year, representing an increase in loss of approximately 21%[48] Cash Flow and Financing - The company generated cash flows from operating activities resulting in a net cash used of $1,041,097 for the six months ended June 30, 2025, compared to $1,925,785 for the same period in 2024, reflecting a decrease in cash outflow of approximately 46%[14] - The company recorded a net cash generated from financing activities of $2,568,698 for the six months ended June 30, 2025, compared to a net cash used of $4,435,057 in the same period of 2024[14] - The company issued 2.6 million ordinary shares through the at-the-market offering, generating gross proceeds of $3.7 million during the six months ended June 30, 2025[20] - The company issued 2,554,886 Ordinary Shares during the six months ended June 30, 2025, raising gross proceeds of $3,742,326 at an average price of $1.46 per share[36] - The Company issued 2,086,913 Ordinary Shares for gross proceeds of $2,607,126 from July 1, 2025, to September 23, 2025, at an average price of $1.25 per share[54] Assets and Liabilities - Total assets increased to $47,508,660 as of June 30, 2025, up from $44,692,419 as of December 31, 2024, marking a growth of 4.1%[4] - Total liabilities rose to $13,284,096, an increase of 4.6% from $12,703,151 at the end of 2024[4] - Cash and cash equivalents increased to $23,452,268, up from $21,936,422, indicating a growth of 6.9%[4] - As of June 30, 2025, the company reported cash, cash equivalents, and restricted cash totaling $24,976,482, an increase from $23,396,802 as of December 31, 2024, representing a growth of approximately 6.7%[32] - Secured Logistics segment assets rose to $23,740,122 in June 2025, up from $21,448,136 in December 2024, reflecting an increase of about 10.7%[49] Expenses - Research and Development expenses significantly increased to $522,503, compared to $106,835 in the previous year, reflecting a rise of 388.5%[6] - The company reported depreciation and amortization expenses of $1,700,784 for the six months ended June 30, 2025, compared to $1,556,922 for the same period in 2024, representing an increase of approximately 9.2%[14] - Staff expenses decreased to $2,722,106 for the six months ended June 30, 2025, down from $3,180,497 in 2024, a reduction of about 14.4%[40] - The company incurred stock-based compensation expenses of $149,595 for the six months ended June 30, 2025, compared to $172,655 for the same period in 2024, indicating a decrease of approximately 13.3%[14] Comprehensive Loss - Net loss for the period was $2,227,122, compared to a net loss of $1,838,427 in the same period of 2024, reflecting an increase in losses of approximately 21.2%[9] - Total comprehensive loss for the period was $1,507,305, an improvement from a total comprehensive loss of $2,614,125 in the prior year[9] Shareholder Information - The number of shares used in the computation of loss per share increased to 19,996,747 from 9,991,600, indicating a significant increase in share count[6] - The company reported a basic and diluted loss per share of $0.11 for the six months ended June 30, 2025, compared to $0.18 for the same period in 2024[6] Legal and Regulatory Compliance - The legal reserve requirement of $223,500 was met as of June 30, 2025, in compliance with Thai regulations[41] - The company did not accrue any legal reserve for the six months ended June 30, 2025, under PRC laws[42] Other Information - The accumulated deficit as of June 30, 2025, was $66.4 million, reflecting the ongoing financial challenges faced by the company[20] - The company did not recognize any impairment loss related to intangible assets for the six months ended June 30, 2025[33] - There were no material subsequent events requiring disclosure or adjustment to the financial statements[53]

Core Insights - Guardforce AI Co., Limited is advancing its AI-first transformation strategy, focusing on the development of a multi-agent AI platform and the commercialization of smart solutions in Thailand's retail and banking sectors [2][4]. Financial Performance - For the first half of 2025, revenue increased by approximately $0.6 million, or 3.6%, to approximately $18.2 million compared to the same period in 2024 [5]. - Gross profit decreased to approximately $3.0 million for 1H 2025, down from approximately $3.2 million for 1H 2024, resulting in a gross profit margin decrease to 16.2% from 18.4% [5]. - Selling, general, and administrative expenses decreased to approximately $4.7 million, a 3.2% decrease from approximately $4.9 million in 1H 2024 [6]. - The net loss from continuing operations was $2.2 million for 1H 2025, compared to a net loss of $1.9 million for the same period in 2024 [8]. Business Developments - The company launched DeepVoyage Go (DVGO) on April 1, 2025, an AI-powered itinerary planner for travel professionals, marking the first commercial deployment of its multi-agent AI platform [6]. - Revenue from Guardforce Digital Machine (GDM) grew by $0.3 million, or 18.1%, to $2.2 million in 1H 2025, reflecting increased adoption among banking and retail clients in Thailand [6]. - The company secured multi-year contract renewals with major clients, including Government Savings Bank (Thailand) and other top-tier financial and retail institutions [7]. Operational Highlights - Guardforce AI maintained its market-leading position in Thailand in secured logistics and cash management, supported by strong contract renewals and a resilient operational network [3]. - The company is diversifying its client mix, with retail clients contributing a growing share of overall revenue, currently making up approximately two-thirds of its top 15 clients [7]. Cash Position - As of June 30, 2025, the company had cash, cash equivalents, and restricted cash of approximately $25.0 million, compared to $23.4 million as of December 31, 2024 [8].

Core Insights - Guardforce AI Co., Limited has successfully launched its smart solutions and AI applications during a rebranding event in Bangkok, Thailand, showcasing its commitment to advancing AI-driven services [1][2] Group 1: Company Developments - The rebranding event introduced a refreshed brand identity and an expanded business portfolio, featuring two updated solutions: Smart Cash Solution and Smart Retail Solution [2] - The Smart Cash Solution aims to automate back-office cash management, enhancing cash handling processes and accuracy, while the Smart Retail Solution provides functionalities like customer flow analysis and inventory management for various retail environments [3] Group 2: Strategic Vision - The Chairwoman and CEO of Guardforce AI emphasized the company's capability to integrate AI solutions that address real-world business challenges, highlighting the launch of the AI agent implementation in travel, DeepVoyage Go (DVGO) [4] - DVGO is designed to empower travel advisors with personalized solutions, enhancing sales and marketing effectiveness and operational efficiency, supporting the company's mission to expand recurring revenue streams through tech-enabled services [4] Group 3: Company Background - Guardforce AI specializes in security solutions, focusing on AI and robotics to improve operational efficiency and sales processes, particularly in the retail and travel sectors across the Asia Pacific [5] - The company leverages 42 years of operational experience and a strong customer base to elevate tailored AI solutions and expand globally [5]

Core Viewpoint - Guardforce AI Co., Limited is set to launch its smart solutions during a rebranding event, marking a significant step in its transformation strategy and positioning itself as a leader in secure logistics and technology partnerships [1][2]. Group 1: Company Overview - Guardforce AI specializes in integrated security solutions, focusing on secured logistics, AI, and Robot-as-a-Service (RaaS) [1]. - The company has 42 years of operational experience and a strong customer base, which supports its expansion of tailored AI solutions globally [3]. Group 2: Event Details - The rebranding event will take place on July 25, 2025, in Bangkok, Thailand, and will unveil the refreshed brand identity of Guardforce Cash Solutions Security (Thailand) along with two updated solutions: Smart Cash Solutions and Smart Retail Solutions [2]. - Key company leaders, including Chairwoman and CEO Olivia Wang and Managing Director Kelvin Chu, will present at the event, discussing the company's strategy and operational momentum [2]. Group 3: Technological Advancements - The company has implemented smart technologies, including robotics and AI-driven tools, to enhance automation and operational efficiency [3]. - The focus is on advancing business operations and driving AI-powered growth in sectors such as retail and travel within the Asia Pacific region [3].

Core Insights - Guardforce AI has secured a three-year renewal contract with Government Savings Bank (GSB), effective from June 1, 2025, to May 31, 2028, marking a decade-long partnership [1][2] - The renewed agreement allows Guardforce Cash Solutions Security (Thailand) to continue providing cash-in-transit and maintenance services for GSB's ATM network, particularly in Thailand's upcountry regions [2] - This renewal ensures stable revenue streams for Guardforce AI, enabling the company to invest in innovation and expand its AI-driven solutions [3] Company Overview - Guardforce AI Co., Limited specializes in integrated security solutions, focusing on AI and Robot-as-a-Service (RaaS) to enhance operational efficiency, particularly in the retail and travel sectors across the Asia Pacific [4] - The company has 42 years of operational experience and a strong customer base, which supports its strategy for global expansion and tailored AI solutions [4]

PART I [ITEM 1. Identity of Directors, Senior Management and Advisers](index=9&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item is **not applicable for annual reports on Form 20-F** - This item is **not applicable for annual reports on Form 20-F**[23](index=23&type=chunk) [ITEM 2. Offer Statistics and Expected Timetable](index=9&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item is **not applicable for annual reports on Form 20-F** - This item is **not applicable for annual reports on Form 20-F**[24](index=24&type=chunk) [ITEM 3. Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines critical information including capitalization, offer reasons, and comprehensive risk factors covering business, corporate structure, international operations, and securities [A. Reserved](index=9&type=section&id=A.%20RESERVED) This section is **not applicable** - **This section is not applicable**[25](index=25&type=chunk) [B. Capitalization and Indebtedness](index=9&type=section&id=B.%20Capitalization%20and%20Indebtedness) This section is **not applicable** - **This section is not applicable**[26](index=26&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=9&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) This section is **not applicable** - **This section is not applicable**[27](index=27&type=chunk) [D. Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) This section details various risks including operational, corporate, international, and those related to the company's ordinary shares and warrants - Investment in the company's securities involves a **high degree of risk**, particularly due to significant operations in Thailand and a legal/regulatory environment that differs from the U.S[28](index=28&type=chunk) - The company's **negative operating profits raise substantial doubt about its ability to continue as a going concern**, necessitating additional financing[29](index=29&type=chunk)[35](index=35&type=chunk) - The company operates in **highly competitive industries**, including secured logistics and AI&Robotics, facing pricing pressures and rapid technological obsolescence **in 2024**[36](index=36&type=chunk)[37](index=37&type=chunk)[39](index=39&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk) - A significant portion of the company's revenue is concentrated among a limited number of customers, with the **top four customers accounting for approximately 59.0% of total revenues in 2024**, posing risks from demand fluctuations or contract terminations[47](index=47&type=chunk)[48](index=48&type=chunk)[49](index=49&type=chunk) - The company **reports financial results under IFRS, which differs from U.S. GAAP**, potentially making comparisons difficult for investors[50](index=50&type=chunk) - **Operations in Thailand are subject to risks** from evolving security legislation, unexpected increases in minimum wages, and rising fuel costs, which could negatively impact profitability[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) - The company's success depends on **retaining its leadership team and attracting/retaining qualified personnel**, especially skilled AI researchers and developers[54](index=54&type=chunk) - There is a **risk of losing the 'Guardforce' trademark license in Thailand**, which could **materially affect the business and brand recognition**[55](index=55&type=chunk)[56](index=56&type=chunk) - The **decreasing use of cash could negatively impact the traditional secured logistics business**, despite efforts to diversify into cash management and non-cash security solutions[60](index=60&type=chunk) - The **fast-changing AI and robotics technologies may lead to significant provisions and impairments** on robot assets and cloud platforms due to obsolescence or incompatibility[61](index=61&type=chunk)[62](index=62&type=chunk) - The **AI industry faces challenges related to laws, regulations, ethical, and societal considerations**, with non-compliance potentially leading to financial loss or reputational damage[63](index=63&type=chunk) - **Implementation of AI&Robotics solutions requires significant capital expenditures**, with no assurance of recouping these investments[64](index=64&type=chunk) - The **divestiture of Handshake and potential failure to integrate other acquisitions** (Shenzhen GFAI, Guangzhou GFAI, Beijing Wanjia, InnoAI) could affect business growth and result in goodwill loss[65](index=65&type=chunk)[66](index=66&type=chunk) - **Compromise of information security on the company's platform could materially and adversely affect business**, operations, and reputation, leading to litigation and penalties[67](index=67&type=chunk) - **Transfer pricing decisions may result in uncertain tax exposures**, and challenges by taxing authorities could negatively affect financial condition[68](index=68&type=chunk) - **Geopolitical instability, including ongoing military conflicts** in Ukraine and the Middle East, could materially adversely affect the global economy, capital markets, and the company's business[69](index=69&type=chunk)[162](index=162&type=chunk) - The company's **tiered shareholding structure in Thailand, designed to comply with foreign investment restrictions, may be challenged** by authorities, potentially leading to license revocation, penalties, or forced restructuring[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - A **severe or prolonged downturn in the global economy** or the markets where the company primarily operates (Thailand) could materially and adversely affect revenues and results of operations[76](index=76&type=chunk) - The company is **vulnerable to foreign currency exchange risk**, particularly between the Thai Baht (THB) and U.S. dollar (USD), which can impact recognized amounts from conversions[77](index=77&type=chunk)[78](index=78&type=chunk) - The **ability of subsidiaries to distribute dividends to the parent company may be restricted** by laws and regulations in their respective jurisdictions, particularly in Thailand[79](index=79&type=chunk) - **Doing business in China exposes the company to risks** from changing economic, political, and social conditions, government policies, and evolving legal and regulatory systems (e.g., data security, cybersecurity, personal information protection)[81](index=81&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[91](index=91&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk) - **Uncertainty exists regarding the requirement for approvals from PRC authorities** (CSRC, CAC) for U.S. listings and future securities offerings, which could lead to sanctions or adverse impacts on business and share price[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - **PRC regulations on loans and direct investments by offshore holding companies may restrict** the company's ability to inject capital into its PRC subsidiaries or fund their operations[103](index=103&type=chunk) - The company's **reliance on dividends from PRC subsidiaries for cash needs is subject to limitations** on dividend payments, including requirements for accumulated profits and reserve allocations[104](index=104&type=chunk) - **Classification as a 'Resident Enterprise' in China could result in unfavorable tax consequences**, including a **25%** enterprise income tax on worldwide income and potential withholding tax on dividends to non-PRC shareholders[105](index=105&type=chunk)[106](index=106&type=chunk) - Shareholders may be subject to PRC income tax on any gain realized from the transfer of the company's ordinary shares[107](index=107&type=chunk) - **PRC M&A Rules and regulations on overseas listings could make it more difficult and time-consuming** to pursue growth through acquisitions or mergers **in 2024**[108](index=108&type=chunk)[109](index=109&type=chunk)[110](index=110&type=chunk) - **PRC regulations (SAFE Circular 37) on offshore special purpose companies by PRC residents may subject beneficial owners or subsidiaries to liability**, limit capital injection, or restrict profit distribution[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - **Fluctuations in Renminbi exchange rates against the U.S. dollar could materially adversely impact** results of operations and investment value, with limited hedging options available[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) - The **price of ordinary shares and warrants may fluctuate significantly**, and failure to maintain a minimum bid price of **$1.00** could lead to delisting from Nasdaq[118](index=118&type=chunk)[120](index=120&type=chunk)[123](index=123&type=chunk) - Future issuances of securities (ordinary shares, warrants) could dilute existing shareholders' interests and adversely affect market price[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=1