GFAI 6-K
Guardforce AI Co., Ltd. (GFAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, September
Commission File Number
(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 ☐
EXPLANATORY NOTE
Guardforce AI Co., Limited (the “Company”) is furnishing this Form 6-K to provide the unaudited consolidated financial statements for the six months ended June 30, 2026 and 2025 and incorporate such financial statements into the Company’s registration statements referenced below.
This report on Form 6-K and the attached Exhibits 99.1, 99.2 and 99.3 are incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form under F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24, 2025.
1
FORWARD-LOOKING INFORMATION
This Report on Form 6-K contains forward-looking statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates and projections of our management regarding our company and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our negative operating profits may raise substantial doubt regarding our ability to continue as a going concern, our substantial customer concentration, with a limited number of customers accounting for a substantial portion of our recent revenues, our subsidiaries’ ability to distribute dividends to us may be subject to restrictions under the laws of their respective jurisdictions, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, political and social events in Thailand and China, the volatility of the securities markets, and other risks and uncertainties which are generally set forth under the heading, “Key information - Risk Factors” and elsewhere in our Annual Report on Form 20-F filed on April 21, 2026 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about our business and the commercial markets in which we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in the Annual Report.
All forward-looking statements included herein attributable to us or other parties or any person acting on our behalf, including statements regarding the potential impact, which we expect the overall impact on the Company to remain limited, primarily affecting fuel and vehicle operating costs, with no material disruption expected to our operations or ability to provide services to customers, are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
2
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: September 23, 2026 | Guardforce AI Co., Limited | |
| By: | /s/ Lei Wang | |
| Lei Wang | ||
| Chief Executive Officer | ||
3
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Interim Consolidated Financial Statements for the six months ended June 30, 2026 | |
| 99.3 | Press Release titled “Guardforce AI Reports Interim Financial Results for the First Half of 2026” dated September 23, 2026 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
4
Exhibit 99.1
GUARDFORCE AI CO., LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
F-1
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars)
| Note | As of June 30, 2026 |
As of December 31, 2025 |
||||||||||
| (Unaudited) | ||||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | 5 | $ | $ | |||||||||
| Trade receivables, net | ||||||||||||
| Other current assets | ||||||||||||
| Withholding tax receivable, net | ||||||||||||
| Inventories | ||||||||||||
| Other financial assets at amortized cost | ||||||||||||
| Assets held for sale | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets: | ||||||||||||
| Restricted cash | 5 | |||||||||||
| Property, plant and equipment | ||||||||||||
| Right-of-use assets | ||||||||||||
| Intangible assets, net | 6 | |||||||||||
| Goodwill | ||||||||||||
| Withholding tax receivable, net | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Other non-current assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | $ | $ | ||||||||||
| Liabilities and Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Trade payables and other current liabilities | $ | $ | ||||||||||
| Lease liabilities | ||||||||||||
| Liabilities directly associated with assets held for sale | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities: | ||||||||||||
| Lease liabilities | ||||||||||||
| Provision for employee benefits | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Equity | ||||||||||||
| Ordinary shares – par value $ | 7 | |||||||||||
| Treasury shares | ( | ) | ||||||||||
| Subscription receivable | ( | ) | ( | ) | ||||||||
| Additional paid in capital | ||||||||||||
| Legal reserve | ||||||||||||
| Warrants reserve | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive income | ||||||||||||
| Capital and reserves attributable to equity holders of the Company | ||||||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
| Total liabilities and equity | $ | $ | ||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Profit or Loss
(Expressed in U.S. Dollars)
| Note | For the six months ended June 30, |
|||||||||||
| 2026 | 2025 | |||||||||||
| (Unaudited) | (Unaudited) | |||||||||||
| (Restated*) | ||||||||||||
| Revenue | 10 | $ | $ | |||||||||
| Cost of sales | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Stock-based compensation expenses | ( | ) | ( | ) | ||||||||
| Provision for withholding tax receivable | ( | ) | ( | ) | ||||||||
| Recovery of/(Provision for) expected credit loss on trade and other receivables | ( | ) | ||||||||||
| Research and development expenses | ( | ) | ( | ) | ||||||||
| Selling, general and administrative expenses | 8 | ( | ) | ( | ) | |||||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||||||
| Other income, net | ||||||||||||
| Foreign exchange losses, net | ( | ) | ( | ) | ||||||||
| Finance income, net | ||||||||||||
| Loss before income tax from continuing operations | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||
| Net loss for the period from continuing operations | ( | ) | ( | ) | ||||||||
| Discontinued operations: | ||||||||||||
| Net loss for the period from discontinued operations | ( | ) | ( | ) | ||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||||
| Net loss for the period attributable to: | ||||||||||||
| Net (loss)/profit attributable to non-controlling interests | ( | ) | ||||||||||
| Net loss attributable to equity holders of the Company | ( | ) | $ | ( | ) | |||||||
| Net loss for the period | $ | ( | ) | ( | ) | |||||||
| Loss per share | ||||||||||||
| Basic and diluted loss attributable to the equity holders of the Company | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted loss attributable to the equity holders of the Company – continuing operations | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted loss attributable to the equity holders of the Company – discontinued operations | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average number of shares used in computation: | ||||||||||||
| Basic and diluted | ||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-3
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss
(Expressed in U.S. Dollars)
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) (Restated*) |
|||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive (loss)/income | ||||||||
| Items that will be reclassified to profit or loss | ||||||||
| Exchange differences arising from foreign operations | ( | ) | ||||||
| Exchange differences attributable to discontinued operations | ||||||||
| Total comprehensive loss for the period | $ | ( | ) | $ | ( | ) | ||
| Attributable to: | ||||||||
| Equity holders of the Company from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Equity holders of the Company from discontinued operations | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||
| $ | ( | ) | $ | ( | ) | |||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-4
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Changes in Equity
(Expressed in U.S. Dollars)
| Accumulated | ||||||||||||||||||||||||||||||||||||||||||||
| Number
of Shares |
Amount ($0.12 par) |
Treasury Shares |
Subscription Receivable |
Additional Paid-in Capital |
Legal Reserve |
Warrants Reserves |
Other Comprehensive Income |
Accumulated Deficit |
Non-
controlling Interests |
Total Equity |
||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | - | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Foreign currency translation difference | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (Note 7) | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares through At the Market Offering (Note 7) | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | - | $ | ( | ) | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | - | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Acquisition of MGAI assets | - | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition of treasury shares | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation difference | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation (Note 7) | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares through At the Market Offering (Note 7) | - | |||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-5
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| (Restated*) | ||||||||
| Cash flows from operating activities | ||||||||
| Net loss from continuing operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments for: | ||||||||
| Depreciation and amortization of fixed and intangible assets | ||||||||
| Stock-based compensation expenses | ||||||||
| Provision for withholding tax receivable | ||||||||
| (Recovery of)/Provision for expected credit loss on trade and other receivables, net | ( | ) | ||||||
| Finance income, net | ( | ) | ( | ) | ||||
| Deferred income taxes | ||||||||
| (Gain)/Loss from assets disposal | ( | ) | ||||||
| Provision for employee benefit | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/Decrease in trade and other receivables | ( | ) | ||||||
| Decrease/(Increase) in other current assets | ( | ) | ||||||
| (Increase)/Decrease in inventories | ( | ) | ||||||
| (Increase)/Decrease in restricted cash | ( | ) | ||||||
| Increase in other non-current assets | ( | ) | ( | ) | ||||
| Increase in trade and other payables and other current liabilities | ||||||||
| Increase in withholding tax receivable | ( | ) | ( | ) | ||||
| Increase in provision for employee benefits | ( | ) | ( | ) | ||||
| Net cash used in operating activities – continuing operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities - discontinuing operations | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of property, plant and equipment | ||||||||
| Interest received | ||||||||
| Payments for financial assets at amortized cost | ( | ) | ||||||
| Payment for acquisition of subsidiary, net of cash acquired | ( | ) | ||||||
| Net cash used in investing activities – continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by/(used in) investing activities - discontinuing operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of shares | ||||||||
| Payments for repurchase of treasury shares | ( | ) | ||||||
| Repayment of bank borrowings | ( | ) | ||||||
| Payment of lease liabilities | ( | ) | ( | ) | ||||
| Net cash (used in)/provided by financing activities | ( | ) | ||||||
| Net (decrease)/increase in cash and cash equivalents, | ( | ) | ||||||
| Effect of movements in exchange rates on cash held | ( | ) | ||||||
| Cash and cash equivalents at January 1 | ||||||||
| Cash and cash equivalents at June 30 | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6
Guardforce AI Co., Limited
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
(Expressed in U.S. Dollars)
| 1. | NATURE OF OPERATIONS |
Guardforce AI Co., Limited (“Guardforce”) is a company that was incorporated, and is domiciled, in the Cayman Islands under the Cayman Islands Companies Act on
The following diagram illustrates the Company’s legal entity ownership structure as of June 30, 2026:
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| 2.1 | Basis of presentation |
The accompanying interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting”. These statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The accounting policies applied for the six months ended June 30, 2026 and 2025 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2025 and 2024, as described in those audited consolidated financial statements. The interim condensed consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited condensed consolidated financial statements. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026.
All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD.
F-7
Going Concern basis
As of June 30, 2026, the Company has incurred an accumulated deficit of $
| 2.2 | Basis of consolidation |
The condensed consolidated interim statements of profit or loss and other comprehensive loss, statements of changes in equity and statements of cash flows of the Company for the relevant periods include the results and cash flows of the Company and its subsidiaries. Subsidiaries are entities (including structured entities) over which the Company has control. The Company controls an entity where the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are deconsolidated from the date when control ceases.
The interim condensed consolidated balance sheet of the Company as of June 30, 2026 has been prepared to present the assets and liabilities of the subsidiaries under the historical cost convention, except for certain financial instruments which are measured at fair value in accordance with IFRS Accounting Standards.
Equity interests in subsidiaries held by parties other than the controlling shareholders are presented as non-controlling interests in equity.
All intra-group and inter-company transactions and balances have been eliminated on consolidation.
| 2.3 | Business combinations |
The Company accounts for business combinations using the acquisition method when control is transferred to the Company, other than those between and among entities under common control. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on the bargain purchase is recognized in the statement of profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognized in the statement of profit or loss.
IFRS 3, Business Combinations does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. Accordingly, the Company has accounted for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The Company recorded assets and liabilities recognized as a result of transactions between entities under common control at the carrying value on the transferor’s financial statements, and to have the consolidated balance sheet, consolidated statement of profit or loss, comprehensive income, changes in equity and cash flows reflect the results of combining entities for all periods presented for which the entities were under the transferor’s common control, irrespective of when the combination takes place. Additional disclosures on a business combination are provided in Note 3.
F-8
| 2.4 | Critical accounting estimate and judgements |
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
In preparing the interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2025.
On September 23, 2026, the interim condensed consolidated financial statements were approved by the audit committee and board of directors.
| 2.5 | Foreign currency translation |
The consolidated financial statements are prepared in USD, which is the reporting currency. The functional currency of significant subsidiaries are as follows, the subsidiaries located in Thailand is Thai Baht (“Baht” or “THB”), the functional currency of subsidiaries located in Hong Kong is Hong Kong dollar (“HKD”) and the functional currency of subsidiaries located in mainland China is Chinese Renminbi (“RMB”).
The currency exchange rates and the entities that significantly impact our business are shown in the following table:
| Period End Rate | Average Rate | |||||||||||||||
| June 30, | December 31, | For the six months ended June 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Thai Baht | ||||||||||||||||
| Hong Kong Dollar | ||||||||||||||||
| Chinese Renminbi | ||||||||||||||||
| 2.6 | New and amended accounting standards |
The Company has applied the following amendments for the first time:
| (i) | Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; |
| (ii) | Annual Improvements to IFRS Accounting Standards – Volume 11 (amending IFRS 1, IFRS 7, IFRS 9, IFRS 10, and IAS 7). |
All new standards and amendments that are effective for annual reporting period commencing January 1, 2026 have been applied by the Company for the six months ended June 30, 2026. The adoption of these new and amended standards did not have material impact on the interim condensed consolidated financial statements of the Company.
At the date of authorization of these interim condensed consolidated financial statements, the following certain new and amended IFRS Accounting Standards have been issued but are not yet effective for interim reporting period ended on June 30, 2026 and the Company is still evaluating the impact of these new and amended guidance:
| Date of issue | Title | Effective date | ||
F-9
| 3. | BUSINESS COMBINATION |
The Company completed the acquisition of
Details of the purchase consideration, net assets acquired and goodwill are as follows:
| Amount | ||||
| Purchase consideration: | ||||
| Cash paid | $ | |||
| Total purchase consideration | $ | |||
The Company has accounted for this acquisition in accordance with IFRS 3, which requires the assets acquired and the liabilities assumed to be measured at their fair value at the date of the acquisition.
The assets and liabilities recognized as a result of the acquisition are as follows:
| Amount | ||||
| Cash and cash equivalents | $ | |||
| Intangible assets, net | ||||
| Inventories | ||||
| Other current assets | ||||
| Trade payables and other current liabilities | ( | ) | ||
| Accumulated other comprehensive loss | ( | ) | ||
| Net identifiable assets acquired | ||||
| Less: non-controlling interest | ( | ) | ||
| Add: goodwill | ||||
| $ | ||||
Goodwill arising from the acquisition of MGAI is primarily attributable to the anticipated synergies between MGAI’s AI technology and Guardforce AI’s existing service infrastructure, particularly in advancing the Company’s AI commercialization strategy. Goodwill recognized at acquisition date was $
(i) Acquisition-related costs
Direct transaction costs are included in administrative expenses in profit or loss.
(ii) Non-controlling interest
The Company has chosen to recognize the non-controlling interest (NCI) at the proportionate share of the identifiable net asset. The amount of non-controlling interest recognized at the acquisition date is $
(iii) Revenue and profit contribution
MGAI contributed revenues of $
F-10
| 4. | DISCONTINUED OPERATION |
On December 25, 2025, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) to divest its General Security Business (“Beijing Wanjia”). As of December 31, 2025, Beijing Wanjia was classified as a disposal group held for sale and as a discontinued operation. On January 9, 2026, the equity transfer of Beijing Wanjia was completed. As a result, no operating results or cash flows from this entity have been included in the consolidated financial statements for the period from January 9, 2026 onward.
Financial information relating to the discontinued operations for the period to the date of disposal and for subsequent adjustments to contingent consideration is set out below.
Details of the sale of the subsidiary
| Amount | ||||
| Consideration received or receivable: | ||||
| Cash | $ | |||
| Total disposal consideration | ||||
| Carrying amount of net assets sold | ( | ) | ||
| Gain on sale before income tax and reclassification of foreign currency translation reserve | ||||
| Reclassification of foreign currency translation reserve | ( | ) | ||
| Loss on sale | $ | ( | ) | |
| 5. | CASH, CASH EQUIVALENTS AND RESTRICTED CASH |
| As of June 30, 2026 | As of December 31, 2025 | |||||||
| Cash on hand | $ | $ | ||||||
| Cash in bank | ||||||||
| Subtotal | ||||||||
| Restricted cash – non-current | ||||||||
| Subtotal | ||||||||
| Cash in banks attributable to discontinued operations | ||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||
| Cash and cash equivalents in continuing operations | $ | $ | ||||||
| Cash and cash equivalents in discontinued operations | ||||||||
| Cash and cash equivalents presented in consolidated statements of cash flows | $ | $ | ||||||
| 6. | INTANGIBLE ASSETS |
The intangible assets held by the Company increased primarily as a result of the acquisition of MGAI Limited. See Note 3 for further information.
During the six months ended June 30, 2026 and 2025, impairment loss related to intangible assets was recognized by the Company.
| 7. | SHAREHOLDERS’ EQUITY |
Equity transactions during the six months ended June 30, 2026:
On January 5, 2026, the Company issued an aggregate number of
On February 26, 2026, the Company entered into a Share Purchase Agreement to acquire
F-11
On February 20, 2026, the Company announced that its Board of Directors has approved a Share Repurchase Program with authorization to purchase up to $
For the six months ended June 30, 2026, the Company has issued
Equity transactions during the six months ended June 30, 2025:
On March 31, 2025, the Company entered into a Marketing Services Agreement (the “Marketing Services Agreement”) with Outside the Box Capital Inc. (“OTB”), pursuant to which the Company agreed to issue $
On April 11, 2025, the Company issued an aggregate number of
For the six months ended June 30, 2025, the Company issued
| 8. | SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Restated) | ||||||||
| Staff expense | $ | $ | ||||||
| Professional fees | ||||||||
| Depreciation and amortization expense | ||||||||
| Rental expense | ||||||||
| Travelling and entertainment expense | ||||||||
| Other expenses* | ||||||||
| $ | $ | |||||||
| * |
F-12
| 9. | RELATED PARTY TRANSACTIONS |
The principal related party balances as of June 30, 2026 and December 31, 2025 are .
The principal related party transactions for the six months ended June 30, 2026 and 2025 are .
Key management personnel compensation:
For the six months ended June 30, 2026 and 2025, the aggregate cash compensation and benefits that were paid to the key management personnel, who are the directors and senior management of the company was $
| 10. | REVENUE AND CONSOLIDATED SEGMENT DATA |
Revenue from contracts with customers
The Company generates its revenue primarily from two segments: (1) Secured Logistics Business; (2) AI&Robotics Solution Business.
Each segment primarily renders the following services:
| (1) | Secured Logistics Business |
| (i) | Cash-In-Transit – Non-Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center (CCC); (vii) Smart Cash Solution (previously offered as Cash Deposit Management Solution (GDM)); and (viii) Others. |
| (2) | AI&Robotics Solution Business |
| (i) | Core AI&Robotics Solutions; (ii) Smart Retail Solutions. |
Disaggregation information of revenue by service type which was recognized based on the nature of performance obligation disclosed above is as follows:
| For the six months ended June 30, | ||||||||||||||||
| Percentage of Total | Percentage of Total | |||||||||||||||
| Service Type | 2026 | Revenue | 2025 | Revenue | ||||||||||||
| Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV) | $ | % | $ | % | ||||||||||||
| Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV) | % | % | ||||||||||||||
| ATM Management | % | % | ||||||||||||||
| Cash Processing (CPC) | % | % | ||||||||||||||
| Cash Center Operations (CCT) | % | % | ||||||||||||||
| Consolidate Cash Center (CCC) | % | % | ||||||||||||||
| Smart Cash Solution | % | % | ||||||||||||||
| Others* | % | % | ||||||||||||||
| Core AI&Robotics Solutions | % | % | ||||||||||||||
| Smart Retail Solutions | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| * |
F-13
Consolidated Segment Data
Selected information by segment is presented in the following tables for the six months ended June 30, 2026 and 2025:
| For the six months ended 30 June, 2026 | Secured Logistics Business | AI&Robotics Solution Business | Total | |||||||||
| Total segment revenue | $ | $ | $ | |||||||||
| Inter-segment revenue | ( | ) | ( | ) | ( | ) | ||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| For the six months ended 30 June, 2025 (Restated) | Secured Logistics Business | AI&Robotics Solution Business | Total | |||||||||
| Total segment revenue | $ | $ | $ | |||||||||
| Inter-segment revenue | ( | ) | ( | ) | ( | ) | ||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| For the six months ended June 30, | ||||||||
| Operating (loss)/profit | 2026 | 2025 | ||||||
| (Restated) | ||||||||
| Secured Logistics Business | $ | ( | ) | $ | ||||
| AI&Robotics Solution Business | ( | ) | ( | ) | ||||
| Corporate and others (1) | ( | ) | ( | ) | ||||
| Operating loss from continuing operations | ( | ) | ( | ) | ||||
| Total other income from three segments | ||||||||
| Foreign exchange (gain) losses, net: | ||||||||
| - Secured Logistics Business | ( | ) | ( | ) | ||||
| - AI&Robotics Solution Business | ( | ) | ||||||
| - Corporate and others | ( | ) | ( | ) | ||||
| Finance income (costs), net: | ||||||||
| - Secured Logistics Business | ( | ) | ( | ) | ||||
| - AI&Robotics Solution Business | ( | ) | ( | ) | ||||
| - Corporate and others | ||||||||
| Loss before income tax from continuing operations | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net loss for the period from continuing operations | ( | ) | ( | ) | ||||
| Net loss for the period from discontinued operations | ( | ) | ( | ) | ||||
| Net loss for the period | ( | ) | ( | ) | ||||
| Net loss for the period attributable to: | ||||||||
| Net loss attributable to equity holders of the Company | ( | ) | ( | ) | ||||
| Less: net (loss)/profit attributable to the non-controlling interests | ( | ) | ||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| (1) |
F-14
Depreciation and amortization by segment as of June 30, 2026 and December 31, 2025 are as follows:
| For the six months ended June 30, | ||||||||
| Depreciation and amortization: | 2026 | 2025 | ||||||
| Secured Logistics Business | $ | $ | ||||||
| AI&Robotics Solution Business | ||||||||
| Corporate and others | ||||||||
| $ | $ | |||||||
Total assets and liabilities by segment as of June 30, 2026 and December 31, 2025 are as follows:
| Total assets | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Secured Logistics Business | $ | $ | ||||||
| AI&Robotics Solution Business | ||||||||
| General Security Solutions* | ||||||||
| Corporate and others | ||||||||
| $ | $ | |||||||
| * |
| Total liabilities | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Secured Logistics Business | $ | $ | ||||||
| AI&Robotics Solution Business | ||||||||
| General Security Solutions* | ||||||||
| Corporate and others | ||||||||
| $ | $ | |||||||
| * |
Total non-current assets by geographical segment as of June 30, 2026 and December 31, 2025 are as follows:
| Total non-current assets | As of June 30, 2026 | As of December 31, 2025 | ||||||
| The PRC (including Hong Kong and Macau) | $ | $ | ||||||
| Thailand | ||||||||
| $ | $ | |||||||
F-15
| 11. | COMMITMENTS AND CONTINGENCIES |
Contracted expenditure commitments
The Company’s contracted expenditures commitments as of June 30, 2026 but not provided in the interim condensed consolidated financial statements are as follows:
| Payments Due by Period | ||||||||||||||||||
| Less than | 1-2 | 3-5 | ||||||||||||||||
| Contractual Obligations | Nature | Total | 1 year | years | years | |||||||||||||
| Operating lease commitments | (a) | |||||||||||||||||
| Leases not yet commenced | (b) | |||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||
| (a) |
| (b) |
| 12. | SUBSEQUENT EVENTS |
Other than the events disclosed below, the Company has evaluated and determined that there are no material subsequent events that require disclosure or adjustment to the financial statements.
For the period from July 1, 2026 to September 23, 2026, the Company issued
Pursuant to the Board of Directors approved Share Repurchase Program announced on February 20, 2026, the Company repurchased
On July 30, 2026, the Company filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, relating to the offer and sale of its ordinary shares from time to time under an at-the-market offering program. The aggregate market value of the ordinary shares eligible for sale is currently $
On September 7, 2026, pursuant to the Company’s 2022 Equity Incentive Plan, the Board of Directors approved the grant and issuance of
F-16
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED June 30, 2026
In this report, as used herein, and unless the context suggests otherwise, the terms “GFAI,” “Company,” “we,” “us” or “ours” refer to the combined business of Guardforce AI Co., Limited, its subsidiaries and other consolidated entities. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States. References to “THB” are to the legal currency of Thailand. References to “RMB” are to the legal currency of the People’s Republic of China. References to “SEC” are to the Securities and Exchange Commission.
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on April 21, 2026 (the “2025 Form 20-F”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the 2025 Form 20-F under “Item 3. Key Information-D. Risk Factors” or in other parts of the 2025 Form 20-F.
Overview
We report financial and operating information in the following three business segments:
| [i] | Secured Logistics Business; |
| [ii] | AI&Robotics Solution Business; and |
| [iii] | Corporate and others. |
Secured Logistics Business
We conduct business mainly through Guardforce Cash Solutions Security Thailand Co., Limited, or GF Cash, our subsidiary, which provides Secured Logistics solutions in Thailand. This includes the following services:
(i) Cash-In-Transit – Non-Dedicated Vehicles (CIT Non-DV):
CIT Non-DV includes the secure transportation of cash and other valuables between commercial banks, the Bank of Thailand, which is Thailand’s central bank, and retail customers. CIT Non-DV also includes the transportation of coins between the commercial banks, the Thai Royal Mints and the Bank of Thailand. The main customers for this service are the local commercial banks and retail customers. Our service charge varies based on the value of the consignment, condition of the cash being collected (for example, seal bag collection, piece count collection, bulk count collection, or loose cash collection), and the volume of the transaction. Vehicles used for the delivery of this service are not dedicated to the specific customers.
(ii) Cash-In-Transit – Dedicated Vehicle to Banks (CIT DV):
CIT DV includes the secure transportation of cash and other valuables between commercial banks. As part of this service, dedicated vehicles are assigned specifically to the contracted customer for their dedicated use between the contracted designated bank branches. As this is a dedicated vehicle service, customers will submit direct schedules to our CIT teams for the daily operational arrangements and planning. Charges to the customers are on a per vehicle per month basis.
(iii) ATM Management:
ATM management includes cash replenishment services and first and second line of maintenance services for the ATM machines. First line of maintenance services (FLM) includes rectification of issues related to jammed notes, dispenser failures and transaction record print-out issues. Second line of maintenance services (SLM) includes all other issues that cannot be rectified under the FLM. SLM includes complete machine failure, damage to hardware and software, among other things.
(iv) Cash Processing (CPC):
Cash processing (CPC) services include counting, sorting, counterfeit detection and vaulting services. We provide these services to commercial banks in Thailand.
(v) Cash Center Operations (CCT):
Cash Center Operations (CCT) is an outsourced cash center management service. We operate the cash center on behalf of the customer, which includes note counting, sorting, storage, inventory management and secured transportation of the notes and coins to the various commercial banks in Thailand.
(vi) Consolidate Cash Center (CCC)
Consolidate Cash Center (CCC) is a new business commencing in 2021 to provide an outsourced cash center management service. We operate the cash center which includes note counting, sorting, storage, inventory management and secured transportation of the notes and coins on behalf of for Bank of Thailand (BOT). As of the date of this report, we operate four Consolidate Cash Centers in Khon Kean, Hadyai, Phitsanulok Ubon Ratchathani and Chiang Mai.
(vii) Smart Cash Solution (previously called “Cash Deposit Management Solutions (GDM)):
Smart Cash Solution is the Company’s previous offering, Cash Deposit Management Solutions (GDM) in Thailand.
Smart Cash Solution was developed to support automated and secure cash management for financial institutions and retail clients. The solution integrates smart deposit infrastructure, secured logistics services, and digital reporting capabilities to improve accuracy, transparency, and efficiency across cash handling operations. The solution is typically delivered as part of our broader secured logistics and cash handling services and leverages our established operational network and long-standing client relationships.
AI&Robotics Solution Business
Our AI&Robotics Solution Business was established as a part of our revenue diversification efforts. Currently, we offer Core AI&Robotics Solutions with robotics solutions, AI integration, AI agent solutions that specialize in personalized trip planning and travel experience sharing, AI-driven solutions for speech therapy and rehabilitation, and Smart Retail Solutions catered to improve retail clients’ operational efficiency.
Technology Infrastructure
The Guardforce AI Intelligent Cloud Platform (GFAI ICP) forms a foundation of our AI&Robotics Solution Business since its launch in 2021. In 2022, we partnered with Shenzhen Kewei to enhance GFAI ICP, upgrading it to GFAI ICP 2.0 and introducing advertising capabilities that supported the launch of the Artificial Intelligence of Things (AIoT) Robot Advertising business in Macau. This upgrade also included a mobile-app, enabling customers to directly manage and place advertisements through their phones. During the same year, we launched the Tech Service Platform (TS) and Robot Operation Management Platform (ROMP) to improve the management of robot functionalities and address operational issues.
2
In 2023, we expanded our operations in mainland China by acquiring the Cloud Technology Platform (CTP) from Shenzhen Kewei. Building on this momentum, in 2024, we launched GFAI ICP 3.0, integrating more large language models and an AI Agent system onto the platform. This version also incorporated CTP under the framework of GFAI ICP 3.0 by reorganizing the ICP function sections for enhanced efficiency and scalability.
In 2025, GFAI ICP 3.0 became the core infrastructure supporting the development and operation of our first AI agent solution, DeepVoyage Go (“DVGO”). During the year, we continued to enhance ICP’s AI Agent orchestration capabilities, LLM integration layer, data processing pipelines, and API services to support DVGO’s real-world deployment and iteration.
As of June 30, 2026, GFAI ICP provides platform capabilities including, but not limited to, robotic device management and operations support, AIoT advertising management and content delivery, integration with third-party AI services and large language models, API orchestration and system integration, data processing and analytics pipelines, and AI Agent workflow orchestration and monitoring.
AI Agent Solutions
Building on our robust robotic solutions, beginning in early 2024, we have been investing in sophisticated AI Agent solutions for vertical problems in travel industry, especially providing personalized trip planning and experience sharing. This strategic initiative represents a natural evolution of our technology stack, addressing the growing consumer demand for customized travel experience.
In April 2025, we launched the beta version of the AI Agent solution, DeepVoyage Go (DVGO), and made it publicly available to all in January 2026. This solution is designed to handle complex tasks, including understanding customer travel requests, identifying and verifying various travel spots (such as restaurants and scenic spots), delivering personalized trip recommendations, and quickly forming a well-crafted customized trip agenda that is adjustable to customer requests. Concurrently, we are developing DVGO as an AI-native platform that allows individual travel experiences and planning outputs to be structured, reused, and shared, thereby supporting a scalable ecosystem of content, data, and applications.
DVGO is built on an advanced AI Agent system deployed on GFAI ICP 3.0 and large language model (LLM). In order to ensure AI agents fulfill the evolving needs of travelers, we established a dedicated R&D team and a strategic partnership with Librum Technologies, Inc., a Boston-based company comprised of professors and researchers in the AI field since December 2024.
AI-driven solutions for speech therapy and rehabilitation
The AI-driven solutions for speech therapy and rehabilitation offer a comprehensive ecosystem that integrates proprietary AI-supported software, cloud-based SaaS tools, professional training systems, and integrated hardware solutions. Leveraging one of China’s largest domestic databases for pediatric language development, this ecosystem supports a vast network of hospitals, educational institutions, and healthcare professionals.
Robotics Solutions
We are currently offering robotics solutions for retail, tourism and event management.
In 2023, we collaborated with China International Travel Service Shenzhen Co., Ltd. (Nice Tour) to deploy robot store assistants, providing travel-related inquiries, recommendations, and advertising services, strengthening our presence in the tourism sector. In 2024, we prioritized leveraging robots as travel recommendation agents which was later named RoboTravel Agent (RTA) and deployed across the Asia-Pacific region. In addition to the roll-outs of RTA, we also expanded our AIoT Robot Advertising business into the U.S., with approximately 200 robots being deployed in New York, and completed the proof-of-concept for our decentralized spatial computing solution on our robots in late August. Also in 2024, we launched Wishnote, our robotic solution for event management, which offers onsite sign-in and digital wish showcase for mostly weddings, celebrations, and travel-related events. Building on its initial deployment, in 2025 we started to explore the integration of Wishnote and DVGO, while Wishnote offers onsite event experience and DVGO offers online travel itinerary planning for event guests in Thailand.
We will explore more integration of the online-offline model in 2026, with the goal of providing more value to our customers.
3
Smart Retail Solutions
We introduced Smart Retail Solutions to our existing clients in Thailand since 2024, in response to our retail-focused growth strategy in order to strengthen our presence and collaboration relationship with existing clients. Leveraging big data technology, we are implementing an intelligent management system that offers a comprehensive suite of consultant services including but not limited to store risk evaluation, customer traffic flow analysis, AI store audit, and anti-fraud prevention. We have set up testing sites with select major retail clients in Thailand and received positive feedback. In 2026, we’ll continue to expand the solution with more stores in Thailand.
Corporate and others
The Corporate and others segment covers the non-operating activities supporting the Company. It comprises our Company’s holdings and treasury organization, including the headquarter and central functions. All listing related expenses are included in the Corporate and others segment. This segment is an administrative-operating segment rather than a revenue-generating operating segment.
Business Metrics
Our diverse revenue streams are categorized into two primary business metrics, which we believe better represent our current business solutions and future growth vectors. This framework complements our statutory operating segments by providing a management-centric perspective on our performance:
1. Legacy Secured Logistics: This metric encompasses revenues derived from our established, traditional security and cash management operations. These services form the bedrock of our operational capabilities and continue to generate significant, stable revenue.
2. AI, Robotics-as-a-Service (RaaS) & Smart Solutions: This metric captures revenues from our advanced technology-driven offerings, representing our strategic pivot towards innovation and higher-growth segments. These solutions leverage artificial intelligence and robotics to deliver enhanced efficiency and value to our clients.
Composition of Business Metrics
The Legacy Secured Logistics business metric includes revenues from (i) Cash-In-Transit – Non-Dedicated Vehicle (CIT Non-DV); (ii) Cash-In-Transit – Dedicated Vehicle (CIT DV); (iii) ATM management; (iv) Cash Processing (CPC); (v) Cash Center Operations (CCT); (vi) Consolidate Cash Center Operations (CCC); and (vii) Others.
AI, Robotics-as-a-Service (RaaS) & Smart Solutions metrics include revenues from (i) Core AI&Robotics Solutions, (ii) Smart Solutions. Smart Solutions include Smart Cash Solution and Smart Retail Solutions. Smart Cash Solution is the Company’s previous offering, Cash Deposit Management Solutions (GDM) in Thailand.
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Business Metrics | ||||||||
| Legacy Secured Logistics | $ | 15,740,286 | $ | 14,884,250 | ||||
| AI, RaaS & Smart Solutions | 2,530,304 | 2,283,755 | ||||||
| $ | 18,270,590 | $ | 17,168,005 | |||||
4
For the six months ended June 30, 2026, our revenue from continuing operations was $18,270,590, an increase of $1,102,585, or 6.4%, compared to $17,168,005 for the six months ended June 30, 2025.
Financial metrics are calculated based on financial results prepared in accordance with International Financial Reporting Standards (IFRS), and growth comparisons relate to the corresponding period of last fiscal year. The specific metrics are supplemental management measures and do not represent IFRS operating segments.
Results of Operations
The following table sets forth a summary of our unaudited interim condensed consolidated results of operations and the amounts as a percentage of total revenues for the periods indicated. This information should be read together with our unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
| For the six months ended June 30, | ||||||||||||||||
| 2026 | 2025 (Restated) | |||||||||||||||
| $ | % of Revenue | $ | % of Revenue | |||||||||||||
| Revenue | 18,270,590 | 100.0 | % | 17,168,005 | 100.0 | % | ||||||||||
| Cost of sales | (15,757,615 | ) | (86.3 | )% | (14,649,027 | ) | (85.3 | )% | ||||||||
| Gross profit | 2,512,975 | 13.7 | % | 2,518,978 | 14.7 | % | ||||||||||
| Stock-based compensation expenses | (41,746 | ) | (0.2 | )% | (149,595 | ) | (0.9 | )% | ||||||||
| Provision for withholding tax receivable | (182,569 | ) | (1.0 | )% | (40,984 | ) | (0.2 | )% | ||||||||
| Recovery of/(Provision for) expected credit loss on trade and other receivables | 36,802 | 0.2 | % | (34,184 | ) | (0.2 | )% | |||||||||
| Research and Development expenses | (407,234 | ) | (2.2 | )% | (405,641 | ) | (2.4 | )% | ||||||||
| Selling, general and administrative expenses | (5,193,826 | ) | (28.4 | )% | (4,175,887 | ) | (24.3 | )% | ||||||||
| Operating loss from continuing operations | (3,275,598 | ) | (17.9 | )% | (2,287,313 | ) | (13.3 | )% | ||||||||
| Other income, net | 162,291 | 0.9 | % | 60,485 | 0.4 | % | ||||||||||
| Foreign exchange losses, net | (56,554 | ) | (0.3 | )% | (19,066 | ) | (0.1 | )% | ||||||||
| Finance income, net | 113,577 | 0.6 | % | 250,203 | 1.5 | % | ||||||||||
| Loss before income tax from continuing operations | (3,056,284 | ) | (16.7 | )% | (1,995,691 | ) | (11.5 | )% | ||||||||
| Income tax expense | (64,191 | ) | (0.4 | )% | (48,177 | ) | (0.3 | )% | ||||||||
| Net loss for the period from continuing operations | (3,120,475 | ) | (17.1 | )% | (2,043,868 | ) | (11.8 | )% | ||||||||
| Discontinued operations: | ||||||||||||||||
| Net loss for the period from discontinued operations | (7,171 | ) | (183,254 | ) | ||||||||||||
| Net loss for the period | (3,127,646 | ) | (2,227,122 | ) | ||||||||||||
| Net loss attributable to: | ||||||||||||||||
| Non-controlling interests | (27,047 | ) | 8,955 | |||||||||||||
| Equity holders of the Company | (3,100,599 | ) | (2,236,077 | ) | ||||||||||||
Comparison of six months ended June 30, 2026, and 2025
Revenue.
For the six months ended June 30, 2026, our revenue was $18,270,590, an increase of $1,102,585, or 6.4%, compared to $17,168,005 for the six months ended June 30, 2025. The growth was driven primarily by the Secured Logistics business.
| (i) | Revenue from the Secured Logistics Business increased by $968,328, or 5.7%, to $18,028,863 for the six months ended June 30, 2026, compared to $17,060,535 for the six months ended June 30, 2025. This increase was largely attributable to favorable foreign currency translation, as the average THB to USD exchange rate appreciated by approximately 3.7% for the six months ended June 30, 2026 at 0.0310, compared to 0.0299 during the six months ended June 30, 2025. In local currency terms, Secured Logistics revenue increased slightly by THB11.5 million or 2.0%, compared to the corresponding period in 2025. This increase was primarily driven by increased demand from our retail customers, supported by the expansion of their store network. Our traditional banking customers also contributed revenue growth in Cash-in-Transit (CIT) and ATM service lines. Cash Processing (CPC) revenue growth was primarily driven by our retail customers’ store expansion. | |
| (ii) | The revenue from AI&Robotics Solution Business was $241,727, representing an increase of $134,257, or 124.9%. The increase was primarily attributable to the continued development of our AI&Robotics business and revenue contribution from the acquisition of MGAI. For the six months ended June 30, 2026 and 2025, revenue derived from our AI&Robotics Solution segment was $241,727 and $107,470, respectively. |
5
Cost of sales.
Cost of sales consists primarily of labor cost and related benefits, and other overhead costs that are directly attributable to services provided.
For the six months ended June 30, 2026, our cost of sales was $15,757,615, an increase of $1,108,588, or 7.6%, compared to $14,649,027 for the six months ended June 30, 2025. Cost of sales as a percentage of our revenues increased from 85.3% for the six months ended June 30, 2025, to 86.3% for the six months ended June 30, 2026. The increase in costs is primarily attributable to the rising labor expenses and related employee benefits driven by inflation. Additionally, fuel costs rose during the period as a result of geopolitical tensions in the Middle East, particularly the conflict affecting the Strait of Hormuz. The higher fuel prices partially contributed to the overall increase in our cost of sales during the first half of 2026. As of the date of this report, our business has not been materially affected by the events, and we anticipate the impact remains limited with no material disruption expected to our operations or ability to provide services to customers.
Gross profit.
Gross profit decreased by $6,003, or 0.2%, from $2,518,978 for the six months ended June 30, 2025 to $2,512,975 for the six months ended June 30, 2026. The decrease in gross profit is primarily due to the increase in costs outpacing the growth in revenue during this interim period and inflation.
Stock-based compensation expenses.
For the six months ended June 30, 2026, we recorded stock-based compensation expenses of $41,746, primarily related to expenses recognized from the 150,000 shares granted on December 31, 2025 to independent directors for their 2026 service.
Provision for withholding tax receivable.
For the six months ended June 30, 2026, we recorded a provision for withholding tax receivable of $182,569 and $40,984 for the six months ended June 30, 2025.
At the end of each reporting period, we evaluate the collectability of the withholding taxes receivable balance to write-off any difference between the receivable recorded and the amount of refund actually received from the Thai Revenue Department and to estimate and record the provision for withholding taxes receivable based on the amount historically refunded.
Recovery of/(Provision for) expected credit loss on trade and other receivables.
For the six months ended June 30, 2026 and 2025, we recorded recovery of/(provision for) expected credit loss on trade and other receivables amounting to $36,802 and $(34,184), respectively. As each reporting period, we estimated the potential credit losses through a comprehensive assessment of credit risk, probability of default and scenario analysis and recorded a provision or recovery to reflect the true value of our receivables on the financial statements.
Research & Development expenses.
For the six months ended June 30, 2026, our research & development expenses were $407,234, an increase of $1,593, or 0.4%, compared to $405,641 for the six months ended June 30, 2025. This was mainly due to the sustained investment in research & development expenses.
6
Selling, general and administrative expenses.
For the six months ended June 30, 2026, our total SG&A expenses were $5,193,826, an increase of $1,017,939, or 24.4%, compared to $4,175,887 for the six months ended June 30, 2025. The increase was mainly driven by the penalties incurred in connection with the settlement of prior-period withholding tax obligations. Our SG&A expenses for the six months ended June 30, 2026 primarily consisted of (i) staff expense of $2,502,600, representing 48.2% of our total SG&A expenses, (ii) professional fees of $464,485, representing 8.9% of our total SG&A expenses, and (iii) depreciation and amortization expense of $439,913, representing 8.5% of our total SG&A expenses.
Other income, net.
Other income, net is comprised mainly of miscellaneous income and gain or loss from disposal of fixed assets. For the six months ended June 30, 2026 and 2025, other income was $162,291 and $60,485, respectively.
Finance income, net.
Finance income, net are comprised of short-term fixed deposits with banks offset with finance charges for leases and interest expense on interest-bearing bank borrowings.
For the six months ended June 30, 2026, finance income, net was $113,577, a decrease of $136,626, or 54.6%, as compared to $250,203 for the six months ended June 30, 2025. The decrease was mainly due to lower interest income from short-term fixed deposits with banks.
Income tax expense.
For the six months ended June 30, 2026, our income tax expense was $64,191, as compared to income tax expense of $48,177 for the six months ended June 30, 2025. During the six months ended June 30, 2026, we recognized an income tax expense related to the temporary difference on our deferred tax assets arising from our secured logistics business.
Net loss for the period from continuing operations.
For the six months ended June 30, 2026, our net loss for the period from continuing operations was $3,120,475, an increase of $1,076,607, or 52.7%, as compared to net loss for the period from continuing operations of $2,043,868 for the six months ended June 30, 2025. This was mainly due to the increase of selling, general and administrative expenses.
Although we still incurred a net loss for the interim period 2026, we expect to see a positive trend in our future results.
Net loss from discontinued operations
On December 25, 2025, we entered into an equity transfer agreement to dispose of our entire equity interest in Beijing Wanjia. The equity transfer was completed on January 9, 2026. For the six months ended June 30, 2026 and 2025, the net loss was $7,171 and $183,254, respectively. The divestiture with Beijing Wanjia did not materially affect our liquidity, financial condition, or results of operations through the separation date.
7
Net (loss)/profit attributable to non-controlling Interests.
Net (loss)/profit attributable to non-controlling interests was $(27,047) and $8,955 for the six months ended June 30, 2026 and 2025, respectively.
Net loss attributable to equity holders of the Company.
For the six months ended June 30, 2026, and 2025, our net losses attributable to equity holders of the Company were $3,100,599 and $2,236,077, respectively.
Inflation.
Our operating results for the six months ended June 30, 2026, were negatively affected by the recent inflationary cost pressures. The higher fuel prices and higher wage rates impact the profitability of our business. We will develop operational strategies to mitigate the inflation which involve a combination of cost-cutting measures and adjustments to pricing.
Foreign Currency Fluctuations.
Our activities expose it to a variety of financial risks: foreign exchange risk, interest rate risk and liquidity risk. Our overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance.
Critical Accounting Estimates.
Our Interim Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the IASB. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
See “Critical Accounting Estimates” in our Item 5 “Operating and Financial Review and Prospects - E. Critical Accounting Estimates” within the fiscal 2025 Annual Report for detailed information.
Non-IFRS Financial Measures
To supplement our unaudited interim condensed consolidated financial statements, which are prepared and presented in accordance with IFRS, we use the non-IFRS adjusted EBITDA as financial measures for our consolidated results.
We believe that adjusted EBITDA helps identify underlying trends in our business that could otherwise be distorted by the effect of certain income or expenses that we include in loss from operations and net loss. We believe that these non-IFRS measures provide useful information about our core operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present the non-IFRS financial measures in order to provide more information and greater transparency to investors about our operating results.
EBITDA represents net loss before finance income, net, income tax expense, depreciation and amortization of fixed assets and intangible assets, which we do not believe are reflective of our core operating performance during the periods presented.
Non-IFRS adjusted EBITDA represents net loss from continuing operations before (i) finance income, net, income tax expense and depreciation and amortization of fixed assets and intangible assets, (ii) certain non-cash expenses, consisting of stock-based compensation expenses, (recovery of)/provision for expected credit loss on trade receivables and other receivables, provision for withholding tax receivables, and foreign exchange losses, net.
Non-IFRS loss per share represents non-IFRS net loss attributable to ordinary shareholders divided by the weighted average number of shares outstanding during the periods.
Non-IFRS diluted loss per share represents non-IFRS net loss attributable to ordinary shareholders divided by the weighted average number of shares outstanding during the periods on a diluted basis.
8
The table below is a reconciliation of our net loss from continuing operations to EBITDA and non-IFRS adjusted EBITDA from continuing operations for the periods indicated:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss from continuing operations - IFRS | $ | (3,120,475 | ) | $ | (2,043,868 | ) | ||
| Finance income, net | (113,577 | ) | (250,203 | ) | ||||
| Income tax expense | 64,191 | 48,177 | ||||||
| Depreciation and amortization expense of fixed and intangible assets | 1,728,669 | 1,596,363 | ||||||
| EBITDA | (1,441,192 | ) | (649,531 | ) | ||||
| Stock-based compensation expenses | 41,746 | 149,595 | ||||||
| Provision for withholding taxes receivable | 182,569 | 40,984 | ||||||
| (Recovery of)/Provision for expected credit loss on trade and other receivables | (36,802 | ) | 34,184 | |||||
| Foreign exchange losses, net | 56,554 | 19,066 | ||||||
| Adjusted EBITDA (Non-IFRS) | $ | (1,197,125 | ) | $ | (405,702 | ) | ||
| Non-IFRS loss per share | ||||||||
| Loss per share attributable to equity holders of the Company | ||||||||
| Basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||
| Weighted average number of shares used in computation: | ||||||||
| Basic and diluted | 29,577,091 | 19,996,747 | ||||||
We recorded non-IFRS adjusted EBITDA of negative $1.2 million and negative $0.4 million for the six months ended June 30, 2026 and 2025, respectively. The widened loss was primarily attributable to the increase of selling, general and administrative expenses. We are committed to improving our financial performance to achieve long-term financial stability.
Liquidity and Capital Resources
Our principal sources of liquidity and capital resources have been, and are expected to continue to be, cash flow from operations, bank borrowings and issuances of ordinary shares. Our principal uses of cash have been, and we expect will continue to be, for working capital to support a reasonable increase in our scale of operations as well as for business expansion investments.
As of June 30, 2026 and 2025, we had cash and cash equivalents of approximately $21.3 million and $23.5 million, respectively.
The following table summarizes the key cash flow components from our unaudited interim condensed consolidated statements of cash flows for the periods indicated.
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (1,558,127 | ) | $ | (1,041,097 | ) | ||
| Net cash used in investing activities | (427,749 | ) | (225,931 | ) | ||||
| Net cash (used in)/provided by financing activities | (1,155,364 | ) | 2,568,698 | |||||
| Effect of exchange rate changes on cash held | (185,555 | ) | 214,176 | |||||
| Net (decrease)/increase in cash and cash equivalents, | (3,326,795 | ) | 1,515,846 | |||||
| Cash and cash equivalents at January 1 | 24,577,422 | 21,936,422 | ||||||
| Cash and cash equivalents at June 30 | $ | 21,250,627 | $ | 23,452,268 | ||||
9
Research and Development, Patents and Licenses, Etc.
We have outlined our research and development plans to foster innovation and drive technology advancements within our AI&Robotics Solution business. We plan to collaborate with business partners and develop our internal R&D team’s capabilities. We have budgeted approximately $3 million for research and development expenditures in fiscal year 2026 and approximately $25 million from 2027 through 2030.
We incurred $407,234 and $405,641 research and development expense during the six months ended June 30, 2026 and 2025, respectively. There is no intellectual property, in relation to the ICP, owned by the Company as of June 30, 2026.
Trend Information
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demand, commitments, or events that are reasonably likely to have a material effect on our net revenues and income from operations, profitability, liquidity, capital resources, or would cause reported financial information not to be indicative of future operation results or financial condition.
Off-Balance Sheet Arrangements
We do not have off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material.
Tabular Disclosure of Contractual Obligations
Contracted expenditure commitments
The Company’s contracted expenditure commitments as of June 30, 2026 but not provided in the interim condensed consolidated financial statements are as follows:
| Less than | 1-2 | 3-5 | ||||||||||||||
| Contractual Obligations | Total | 1 year | years | years | ||||||||||||
| Operating lease commitments | 173,713 | 152,585 | 21,128 | - | ||||||||||||
| Leases not yet commenced | 263,273 | 49,085 | 107,094 | 107,094 | ||||||||||||
| $ | 436,986 | $ | 201,670 | $ | 128,222 | $ | 107,094 | |||||||||
10
Exhibit 99.3
Guardforce AI Reports Interim Financial Results for the First Half of 2026
Achieved 10.8% growth on AI, RaaS & Smart Solutions Metric and 6.4% Total Revenue Growth
NEW YORK, NY / September 23, 2026 / Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), a technology-enabled service company providing solutions in Agentic AI, smart solutions in automation, robotics, and secured logistics, today announced unaudited interim financial results for the first half of 2026 (1H 2026), ended June 30, 2026.
Operational Highlights
In the first half of 2026, Guardforce AI continued to make significant strides in developing AI, Robotics-as-a-Service (RaaS) & Smart Solutions by extending features and industry expertise to its AI-powered cross-border service intelligence connection platform, DeepVoyage Go (“DVGO”), and in fortifying the Company’s established position in Legacy Secured Logistics by executing business strategy of strengthening service coverage in Thailand’s upcountry areas.
Updates in AI, RaaS & Smart Solutions
| ● | Expanded DVGO’s service ecosystem with destination-based travel service providers. By September 2026, DVGO has established service providers partnerships in Canada, China and Taiwan, initiating business footprint expansion in service capability in both Asia and North America. | |
| ● | Released DVGO Workbuddy, which uses AI agents to help destination-based services providers structure and list their service capabilities into AI-discoverable and matchable service products, supporting easier onboarding and more effective matching between cross-border demand and suitable service capabilities. | |
| ● | Extended Smart Retail Solutions partnership with a renowned sportswear brand in early 2026, adding six more store installations in 2026 and 2027. | |
| ● | Acquired MGAI Limited (“MGAI”) in March, 2026 to extend AI for Service implementation in child education field. Later launched new autism intervention AI modules in MGAI, by partnering with Zhongmi Interconnection, an AI-driven technology company that focuses on rehabilitation of children with special needs including autism. This collaboration expanded service range from simply language rehabilitation to multiple autism intervention aspects such as behavioral and social skills. |
Updates in Legacy Secured Logistics
| ● | Maintained approximately 97% recurring revenue. | |
| ● | Consolidated upcountry presence in Thailand by continuing to win new contracts from a government-owned bank in Thailand, adding hundreds of ATM location services with long-term contracts. | |
| ● | Drove client mix transformation with approximately 14 retail clients among top 20 clients. |
Financial Overview
Total revenue increased by $1.1 million, or 6.4% in 1H 2026, compared to 1H 2025. The AI, RaaS & Smart Solutions metric, which accounted for 13.9% of total revenue in 1H 2026, grew by 10.8% compared to 1H 2025, mainly due to increased demand by retail customers for Smart Solutions and acquired revenue from MGAI. Legacy Secured Logistics, which accounted for 86.1% of total revenue in 1H 2026, grew by 5.8% compared to 1H 2025, mainly due to the growth of the Company’s retail-focused service lines and upcountry business expansion strategy in Thailand and favorable foreign exchange translation.
Gross profit decreased by $6,003, or 0.2% for 1H 2026, compared to 1H 2025, as a result of an increase in labor and fuel cost. For 1H 2026, selling, general, and administrative expenses increased by approximately $1.0 million, to approximately $5.2 million, compared to approximately $4.2 million for 1H 2025. This is mainly due to an approximately $1.0 million non-recurring tax related charges incurred in 1H 2026. As a result of the increase in SG&A expenses, net loss from continuing operations widened to $3.1 million, compared to net loss from continuing operations of $2.0 million for 1H 2025. R&D expense was approximately $0.4 million in 1H 2026, accounting for 13.6% of our total budgeted R&D expense in 2026. This is due to our controlled investment strategy, remained approximately the same compared to 1H 2025. As of June 30, 2026, and December 31, 2025, the Company had cash and cash equivalents of approximately $21.3 million and $24.5 million, respectively.
Management Commentary and Future Outlook
“During the first half of 2026, we maintained disciplined execution of our overall strategy. We strengthened our foundational businesses by improving the utilization of our existing operating resources in Thailand, expanding our presence beyond the major urban centers, and enhancing the efficiency and reach of our service network. In parallel, we advanced Smart Solutions expansion as additional commercial opportunity leveraging established long-term client relations in Thailand, and deepening DVGO’s engagement with travel industry service providers. These efforts are strengthening the service expertise, operating capabilities and industry relationships required to support DVGO’s AI for Service strategy,” said Lei (Olivia) Wang, Chairwoman and Chief Executive Officer.
“Looking ahead, we will remain focused on deepening the value of our operating footprint and customer relationships in Thailand, further refining Smart Solutions, and directing targeted resources toward industry collaboration and technology development for DVGO. Our priority is to convert these initiatives into measurable commercial and operational progress while building the capabilities required for the Company’s longer-term AI for Service opportunity. Through disciplined execution and focused investment, we aim to create sustainable long-term value for our customers, partners and shareholders,” said Ms. Wang.
About Guardforce AI Co., Limited
Guardforce AI Co., Limited (NASDAQ: GFAI, GFAIW) is a technology-enabled service company built on real-world service operations, trusted client relationships, and commercial smart service solutions. With its legacy secured logistics business as the operating foundation, the Company is expanding its first commercial growth curve through Smart Solutions across retail, hospitality, security, and other service environments, while building AI-native services as its second strategic growth engine. For more information, visit www.guardforceai.com, or X (formerly Twitter): @Guardforceai.
Safe Harbor Statement
This press release contains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks described in our registration statements and Annual Report on Form 20-F filed on April 21, 2026 under the heading “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether because of new information, future events or otherwise.
Guardforce AI Corporate Communications:
Hu Yu
Email: [email protected]
(tables follow)
2
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Profit or Loss
(Expressed in U.S. Dollars)
| Note | For the six months ended June 30, | |||||||||
| 2026 | 2025 | |||||||||
| (Unaudited) | (Unaudited) | |||||||||
| (Restated) | ||||||||||
| Revenue | 10 | $ | 18,270,590 | $ | 17,168,005 | |||||
| Cost of sales | (15,757,615 | ) | (14,649,027 | ) | ||||||
| Gross profit | 2,512,975 | 2,518,978 | ||||||||
| Stock-based compensation expenses | (41,746 | ) | (149,595 | ) | ||||||
| Provision for withholding tax receivable | (182,569 | ) | (40,984 | ) | ||||||
| Recovery of/(Provision for) expected credit loss on trade and other receivables | 36,802 | (34,184 | ) | |||||||
| Research and development expenses | (407,234 | ) | (405,641 | ) | ||||||
| Selling, general and administrative expenses | 8 | (5,193,826 | ) | (4,175,887 | ) | |||||
| Operating loss from continuing operations | (3,275,598 | ) | (2,287,313 | ) | ||||||
| Other income, net | 162,291 | 60,485 | ||||||||
| Foreign exchange losses, net | (56,554 | ) | (19,066 | ) | ||||||
| Finance income, net | 113,577 | 250,203 | ||||||||
| Loss before income tax from continuing operations | (3,056,284 | ) | (1,995,691 | ) | ||||||
| Income tax expense | (64,191 | ) | (48,177 | ) | ||||||
| Net loss for the period from continuing operations | (3,120,475 | ) | (2,043,868 | ) | ||||||
| Discontinued operations: | ||||||||||
| Net loss for the period from discontinued operations | (7,171 | ) | (183,254 | ) | ||||||
| Net loss for the period | (3,127,646 | ) | (2,227,122 | ) | ||||||
| Net loss for the period attributable to: | ||||||||||
| Net (loss)/profit attributable to non-controlling interests | (27,047 | ) | 8,955 | |||||||
| Net loss attributable to equity holders of the Company | (3,100,599 | ) | $ | (2,236,077 | ) | |||||
| Net loss for the period | $ | (3,127,646 | ) | (2,227,122 | ) | |||||
| Loss per share | ||||||||||
| Basic and diluted loss attributable to the equity holders of the Company | $ | (0.10 | ) | $ | (0.11 | ) | ||||
| Basic and diluted loss attributable to the equity holders of the Company – continuing operations | $ | (0.10 | ) | $ | (0.10 | ) | ||||
| Basic and diluted loss attributable to the equity holders of the Company – discontinued operations | $ | (0.00 | ) | $ | (0.01 | ) | ||||
| Weighted average number of shares used in computation: | ||||||||||
| Basic and diluted | 29,577,091 | 19,996,747 | ||||||||
3
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars)
| Note | As of June 30, 2026 | As of December 31, 2025 | ||||||||
| (Unaudited) | ||||||||||
| Assets | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | 5 | $ | 21,250,627 | $ | 24,545,290 | |||||
| Trade receivables, net | 5,120,900 | 4,947,264 | ||||||||
| Other current assets | 1,876,392 | 2,441,038 | ||||||||
| Withholding tax receivable, net | 557,013 | 902,845 | ||||||||
| Inventories | 43,241 | 21,519 | ||||||||
| Other financial assets at amortized cost | 76,885 | 77,100 | ||||||||
| Assets held for sale | - | 1,150,324 | ||||||||
| Total current assets | 28,925,058 | 34,085,380 | ||||||||
| Non-current assets: | ||||||||||
| Restricted cash | 5 | 2,476,766 | 2,322,790 | |||||||
| Property, plant and equipment | 2,949,559 | 3,088,905 | ||||||||
| Right-of-use assets | 4,277,854 | 4,523,309 | ||||||||
| Intangible assets, net | 6 | 1,244,389 | 1,057,144 | |||||||
| Goodwill | 106,416 | - | ||||||||
| Withholding tax receivable, net | 2,510,348 | 2,325,281 | ||||||||
| Deferred tax assets, net | 1,283,246 | 1,418,174 | ||||||||
| Other non-current assets | 438,299 | 272,827 | ||||||||
| Total non-current assets | 15,286,877 | 15,008,430 | ||||||||
| Total assets | $ | 44,211,935 | $ | 49,093,810 | ||||||
| Liabilities and Equity | ||||||||||
| Current liabilities: | ||||||||||
| Trade payables and other current liabilities | $ | 3,354,875 | $ | 3,158,254 | ||||||
| Lease liabilities | 2,180,806 | 2,141,509 | ||||||||
| Liabilities directly associated with assets held for sale | - | 1,111,804 | ||||||||
| Total current liabilities | 5,535,681 | 6,411,567 | ||||||||
| Non-current liabilities: | ||||||||||
| Lease liabilities | 1,857,633 | 2,081,431 | ||||||||
| Provision for employee benefits | 6,250,389 | 6,493,677 | ||||||||
| Total non-current liabilities | 8,108,022 | 8,575,108 | ||||||||
| Total liabilities | 13,643,703 | 14,986,675 | ||||||||
| Equity | ||||||||||
| Ordinary shares – par value $0.12 authorized 300,000,000 shares, issued 31,352,312 shares at June 30, 2026; issued 24,353,539 shares at December 31, 2025 | 7 | 3,762,312 | 2,922,460 | |||||||
| Treasury shares | (192,893 | ) | - | |||||||
| Subscription receivable | (50,000 | ) | (50,000 | ) | ||||||
| Additional paid in capital | 99,748,279 | 100,271,584 | ||||||||
| Legal reserve | 223,500 | 223,500 | ||||||||
| Warrants reserve | 251,036 | 251,036 | ||||||||
| Accumulated deficit | (73,962,624 | ) | (70,862,025 | ) | ||||||
| Accumulated other comprehensive income | 845,820 | 1,397,005 | ||||||||
| Capital & reserves attributable to equity holders of the Company | 30,625,430 | 34,153,560 | ||||||||
| Non-controlling interests | (57,198 | ) | (46,425 | ) | ||||||
| Total equity | 30,568,232 | 34,107,135 | ||||||||
| Total liabilities and equity | $ | 44,211,935 | $ | 49,093,810 | ||||||
4
Guardforce AI Co., Limited
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| (Restated) | ||||||||
| Cash flows from operating activities | ||||||||
| Net loss from continuing operations | $ | (3,120,475 | ) | $ | (2,043,868 | ) | ||
| Adjustments for: | ||||||||
| Depreciation and amortization of fixed and intangible assets | 1,728,669 | 1,596,363 | ||||||
| Stock-based compensation expenses | 41,746 | 149,595 | ||||||
| Provision for withholding tax receivable | 182,569 | 40,984 | ||||||
| (Recovery of)/Provision for expected credit loss on trade and other receivables, net | (36,802 | ) | 34,184 | |||||
| Finance income, net | (113,577 | ) | (250,203 | ) | ||||
| Deferred income taxes | 64,191 | 48,177 | ||||||
| (Gain)/Loss from assets disposal | (34,936 | ) | 108 | |||||
| Provision for employee benefit | 387,993 | 359,113 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase)/Decrease in trade and other receivables | (395,111 | ) | 997,660 | |||||
| Decrease/(Increase) in other current assets | 536,842 | (216,330 | ) | |||||
| (Increase)/Decrease in inventories | (18,166 | ) | 50,735 | |||||
| (Increase)/Decrease in restricted cash | (283,826 | ) | 20,275 | |||||
| Increase in other non-current assets | (182,150 | ) | (932,028 | ) | ||||
| Increase in trade and other payables and other current liabilities | 179,699 | 124,584 | ||||||
| Increase in withholding tax receivable | (191,923 | ) | (407,260 | ) | ||||
| Increase in provision for employee benefits | (302,870 | ) | (400,683 | ) | ||||
| Net cash used in operating activities – continuing operations | (1,558,127 | ) | (828,594 | ) | ||||
| Net cash used in operating activities - discontinuing operations | - | (212,503 | ) | |||||
| Net cash used in operating activities | (1,558,127 | ) | (1,041,097 | ) | ||||
| Cash flows from investing activities | ||||||||
| Acquisition of property, plant and equipment | (533,560 | ) | (477,540 | ) | ||||
| Proceeds from sale of property, plant and equipment | 36,962 | 1,405 | ||||||
| Interest received | 300,720 | 331,631 | ||||||
| Payments for financial assets at amortized cost | - | (76,440 | ) | |||||
| Payment for acquisition of subsidiary, net of cash acquired | (246,103 | ) | - | |||||
| Net cash used in investing activities – continuing operations | (441,981 | ) | (220,944 | ) | ||||
Net cash provided by/(used in) investing activities - discontinuing operations | 14,232 | (4,987 | ) | |||||
| Net cash used in investing activities | (427,749 | ) | (225,931 | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issue of shares | 274,801 | 3,491,850 | ||||||
| Payments for repurchase of treasury shares | (192,773 | ) | - | |||||
| Repayment of bank borrowings | - | (45,296 | ) | |||||
| Payment of lease liabilities | (1,237,392 | ) | (877,856 | ) | ||||
| Net cash (used in)/provided by financing activities | (1,155,364 | ) | 2,568,698 | |||||
| Net (decrease)/increase in cash and cash equivalents, | (3,141,240 | ) | 1,301,670 | |||||
| Effect of movements in exchange rates on cash held | (185,555 | ) | 214,176 | |||||
| Cash and cash equivalents at January 1 | 24,577,422 | 21,936,422 | ||||||
| Cash and cash equivalents at June 30 | $ | 21,250,627 | $ | 23,452,268 | ||||
5
Non-IFRS Financial Measures
To supplement our unaudited interim condensed consolidated financial statements, which are prepared and presented in accordance with International Financial Reporting Standard (“IFRS”), we use the non-IFRS adjusted EBITDA as financial measures for our consolidated results.
We believe that adjusted EBITDA helps identify underlying trends in our business that could otherwise be distorted by the effect of certain income or expenses that we include in loss from operations and net loss. We believe that these non-IFRS measures provide useful information about our core operating results, enhance the overall understanding of our past performance and future prospects and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. We present the non-IFRS financial measures in order to provide more information and greater transparency to investors about our operating results.
EBITDA represents net loss before finance income, net, income tax expense, depreciation and amortization of fixed assets and intangible assets, which we do not believe are reflective of our core operating performance during the periods presented.
Non-IFRS adjusted EBITDA represents net loss from continuing operations before(i) finance income, net, income tax expense and depreciation and amortization of fixed assets and intangible assets, (ii) certain non-cash expenses, consisting of stock-based compensation expenses, (recovery of)/provision for expected credit loss on trade receivables and other receivables, provision for withholding tax receivables, and foreign exchange losses, net.
Non-IFRS loss per share represents non-IFRS net loss attributable to ordinary shareholders divided by the weighted average number of shares outstanding during the periods.
Non-IFRS diluted loss per share represents non-IFRS net loss attributable to ordinary shareholders divided by the weighted average number of shares outstanding during the periods on a diluted basis.
The table below is a reconciliation of our net loss from continuing operations to EBITDA and non-IFRS adjusted EBITDA from continuing operations for the periods indicated:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net loss from continuing operations - IFRS | $ | (3,120,475 | ) | $ | (2,043,868 | ) | ||
| Finance income, net | (113,577 | ) | (250,203 | ) | ||||
| Income tax expense | 64,191 | 48,177 | ||||||
| Depreciation and amortization expense of fixed and intangible assets | 1,728,669 | 1,596,363 | ||||||
| EBITDA | (1,441,192 | ) | (649,531 | ) | ||||
| Stock-based compensation expenses | 41,746 | 149,595 | ||||||
| Provision for withholding taxes receivable | 182,569 | 40,984 | ||||||
| (Recovery of)/Provision for expected credit loss on trade and other receivables | (36,802 | ) | 34,184 | |||||
| Foreign exchange losses, net | 56,554 | 19,066 | ||||||
| Adjusted EBITDA (Non-IFRS) | $ | (1,197,125 | ) | $ | (405,702 | ) | ||
| Non-IFRS loss per share | ||||||||
| Loss per share attributable to equity holders of the Company | ||||||||
| Basic and diluted | $ | (0.04 | ) | $ | (0.02 | ) | ||
| Weighted average number of shares used in computation: | ||||||||
| Basic and diluted | 29,577,091 | 19,996,747 | ||||||
6