Guardforce AI (NASDAQ: GFAI) granted extra time to fix sub-$1 Nasdaq bid price

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Continued Nasdaq non-compliance and delisting risk: Guardforce AI remains below Nasdaq’s US$1.00 minimum bid price and has only until December 7, 2026 to achieve at least 10 consecutive trading days at or above this level or risk delisting from the Nasdaq Capital Market.

Insights

Equity Markets & Listing Standards Analyst

Nasdaq gives Guardforce AI more time to fix sub‑$1 share price but delisting risk remains.

Guardforce AI remains out of compliance with Nasdaq’s US$1.00 minimum bid price requirement after its shares traded below this threshold for at least 30 consecutive business days. Nasdaq has now granted an additional 180-day grace period, pushing the deadline to December 7, 2026.

To regain compliance, the ordinary shares must close at or above US$1.00 for at least 10 consecutive business days. Until the new deadline, the stock continues trading on the Nasdaq Capital Market and the company states that its business operations are not affected by this notice.

The board signals it may consider tools such as a reverse share split to lift the trading price, though no specific action is committed in this excerpt. Investors will look to future disclosures around any approved corporate actions and whether the share price sustains the required level before the December 7, 2026 cutoff.

Key Figures

Nasdaq minimum bid price: US$1.00 per share Initial compliance period: 180 calendar days Extended compliance deadline: December 7, 2026 +2 more

5 metrics

Nasdaq minimum bid price US$1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Initial compliance period 180 calendar days Deadline to June 10, 2026 under original notice

Extended compliance deadline December 7, 2026 New 180-day extension to regain compliance

Consecutive days required 10 business days Closing bid must be at least US$1.00 for this period

Deficiency trigger period 30 consecutive business days Period of sub-US$1.00 bid that creates non-compliance

Key Terms

Nasdaq Listing Rule 5550(a)(2), Nasdaq Listing Rule 5810(c)(3)(A), reverse share split, Form 6-K, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share"

Nasdaq Listing Rule 5810(c)(3)(A) regulatory

"Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues"

reverse share split financial

"may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding ordinary shares"

A reverse share split is when a company reduces the number of its shares outstanding by combining multiple shares into one, effectively increasing the price of each share. For investors, this can help improve the company's image or meet stock exchange listing requirements, but it does not change the total value of their investment. It’s similar to turning many small pieces of a puzzle into fewer larger pieces—nothing new is added or lost, just rearranged.

Form 6-K regulatory

"This report on Form 6-K is incorporated by reference into the prospectus contained in the Company’s registration statement on Form F-3"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

Form F-3 regulatory

"the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of, June 2026

Commission File Number 001-40848

GUARDFORCE AI CO., LIMITED

(Translation of registrant’s name into English)

10 Anson Road, #28-01 International Plaza

Singapore 079903

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

As previously disclosed, on December 12, 2025, Guardforce AI Co., Limited (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq rules for continued listing on the Nasdaq, and the Company was provided 180 calendar days, or until June 10, 2026, to regain compliance.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s ordinary shares for any consecutive period of 30 business days from October 30 through December 11, 2022, the Company does not meet the minimum bid price requirement.

The Company’s ordinary shares have not regained compliance with the minimum $1 bid price per share requirement. However, on June 11, 2026, the Company received a written notification (the “Notification Letter”) from Nasdaq, notifying the Company that it is eligible for an additional 180 calendar day period, or until December 7, 2026, to regain compliance.

The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an additional 180 calendar days, or until December 7, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by December 7, 2026, the Company may face delisting.

The Company’s business operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its ordinary shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding ordinary shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

This report on Form 6-K is incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective by the Securities and Exchange Commission (the “Commission”) on January 5, 2022; (ii) the prospectus dated February 9, 2022 contained in the Company’s registration statement on Form F-3 (SEC File No. 333-262441) declared effective by the Commission on February 9, 2022; (iii) the prospectus contained in the Company’s Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (SEC File No. 333-258054) declared effective by the Commission on June 14, 2022; and (iv) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24, 2025.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 12, 2026	Guardforce AI Co., Limited
	By:	/s/ Lei Wang
		Lei Wang
		Chief Executive Officer

2

FAQ

Why did Guardforce AI (GFAI) receive a new Nasdaq notice?

Guardforce AI received a Nasdaq notice because its ordinary shares failed to meet the US$1.00 minimum bid price for at least 30 consecutive business days. Nasdaq rules require this minimum bid price for continued listing on the Nasdaq Capital Market.

What deadline has Nasdaq given Guardforce AI (GFAI) to regain bid price compliance?

Nasdaq has given Guardforce AI until December 7, 2026 to regain bid price compliance. Within this additional 180-day period, the company’s shares must close at or above US$1.00 for at least 10 consecutive business days.

What happens if Guardforce AI (GFAI) does not meet Nasdaq’s bid price rule?

If Guardforce AI does not restore its bid price to at least US$1.00 for 10 consecutive business days by December 7, 2026, the company may face delisting from the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

Are Guardforce AI’s (GFAI) business operations affected by the Nasdaq notice?

Guardforce AI states that its business operations are not affected by the Nasdaq notification. The notice currently impacts only its listing compliance status, while the company continues to trade on the Nasdaq Capital Market during the extension period.

What actions might Guardforce AI (GFAI) take to regain Nasdaq compliance?

Guardforce AI plans to monitor its share price and may consider options such as a reverse share split of its outstanding ordinary shares. Such a move could raise the trading price to help meet Nasdaq’s minimum bid requirement.

How is this Guardforce AI (GFAI) update linked to its Form F-3 registrations?

The company states this update is incorporated by reference into several existing Form F-3 registration statements and related prospectuses. This means investors reviewing those offerings will see the latest Nasdaq compliance status included in the disclosure record.