Welcome to our dedicated page for Guardforce AI Co., Ltd. SEC filings (Ticker: GFAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Guardforce AI Co., Ltd.'s regulatory disclosures and financial reporting.
Guardforce AI Co., Limited is initiating an at-the-market equity program to sell up to $3,115,495 of ordinary shares through H.C. Wainwright & Co. The shares will be sold from time to time on Nasdaq or other permitted markets at prevailing prices.
The company had 31,393,337 ordinary shares outstanding before the offering and could have up to 41,233,813 shares outstanding if 9,840,476 shares are sold at $0.3166 per share. Public float was about $14.99 million as of June 2, 2026, and prior ATM sales over the last 12 months totaled $1,882,297.10.
Net tangible book value was $31.6 million or $1.30 per share as of December 31, 2025 and would become about $34.6 million or $1.01 per share after the assumed offering, implying dilution of $0.69 per share to new investors. Net proceeds are intended for AI and robotics R&D, business development, corporate management, talent recruitment and general working capital.
Key risks include potential Nasdaq delisting for failure to maintain a $5 million market value of listed securities or the $1.00 minimum bid price, possible penny-stock treatment if delisted, ongoing dilution from future equity raises, and U.S. tax risks if the company were treated as a PFIC.
Guardforce AI Co., Limited received an extension from Nasdaq to regain compliance with its minimum bid price rule. The company’s ordinary shares have traded below the required US$1.00 per share for at least 30 consecutive business days and remain non-compliant.
Nasdaq has granted an additional 180 calendar days, giving Guardforce AI until December 7, 2026 to restore its share price. To comply, the closing bid must be at least US$1.00 for a minimum of 10 consecutive business days. If compliance is not regained by that date, the company may face delisting from the Nasdaq Capital Market, although its current listing status and business operations are unaffected for now.
The company plans to keep monitoring its share price and may consider actions such as a reverse share split to meet Nasdaq’s requirements. This update is also incorporated by reference into several of Guardforce AI’s existing Form F‑3 registration statements.
Guardforce AI Co., Limited filed its Form 20-F annual report for the year ended December 31, 2025, detailing operations primarily in Thailand with additional subsidiaries in multiple Asian markets.
The company reports negative operating profits that raise substantial doubt about its ability to continue as a going concern and emphasizes the need for additional financing. Customer concentration is high: the largest Thai state-owned bank contributed approximately $8.4 million, or 23.9% of 2025 revenues, while the top three customers together accounted for 58.2%. As of December 31, 2025, there were 24,353,539 ordinary shares outstanding. Guardforce AI highlights fast-changing AI and robotics technology, potential asset impairments, and significant regulatory, geopolitical, and data-security risks in Thailand and China. The company prepares its financial statements under IFRS, which differs in important respects from U.S. GAAP.
Guardforce AI Co., Limited has completed the acquisition of 100% of MGAI Limited, gaining indirect majority control of Shenzhen Muyan Education Technology Consulting. The total purchase price is US$300,000 in cash plus 5,000,000 restricted ordinary shares of Guardforce AI.
The shares are subject to performance-based vesting tied to cumulative revenue at Muyan Education through fiscal 2028, with targets of US$0.5 million in 2026, US$1 million in 2027, and US$1.5 million in 2028 against a US$3 million goal and potential bonus shares. MGAI brings AI-driven speech therapy and rehabilitation solutions, leveraging a large pediatric language database and a network that has served over 110,000 patients and 20,000 rehabilitation specialists.
Guardforce AI Co., Ltd. director Pangburn Donald Duane filed an initial ownership report on Form 3. The filing shows beneficial ownership of 80,250 Ordinary Shares held directly. This is a holdings disclosure only and does not report any new share purchases or sales.
Guardforce AI Co., Ltd. director John Fletcher IV has filed an initial ownership report. The Form 3 shows beneficial ownership of 80,250 Ordinary Shares, held directly. This filing records his existing stake as an insider rather than any new purchase or sale.
Guardforce AI Co., Ltd. director David Ian Viccars has filed an initial ownership report showing direct holdings of 80,250 Ordinary Shares. This Form 3 does not report any new buy or sell transactions; it simply discloses his existing stake as of March 17, 2026.
Guardforce AI Co., Ltd. executive Wang Lei, who serves as Chief Executive Officer and director, has reported initial beneficial ownership on a Form 3. The filing shows direct ownership of 2,201,333 Ordinary Shares, establishing Wang Lei’s starting equity position as an insider without disclosing any recent share purchases or sales.
Guardforce AI Co., Ltd. Chief Financial Officer Zuo Yuting filed an initial ownership report showing direct holdings of 166,500 Ordinary Shares. This Form 3 does not reflect any recent buy or sell activity; it simply establishes the number of shares currently reported as held by the executive.
Guardforce AI Co., Limited reported that it has extended its partnership to provide smart retail business solutions to the Thailand branch of a major global sportswear brand. Under this extension, the company has received requests to deploy its solutions at five additional retail locations in 2026 and one more in 2027.
Guardforce AI previously deployed similar smart retail systems at two locations and installed AI camera systems across 13 additional stores in 2025 after a proof of concept. Management believes these AI-driven CCTV analytics and RFID-based inventory tools could eventually be used across many of the 5,000 retail stores it already serves through its secured logistics business.