6-K

Guardforce AI Co., Ltd. (GFAI)

6-K 2025-05-02 For: 2025-05-02
View Original
Added on April 08, 2026

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, April 2025

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 ☐

Guardforce AI Co., Limited (the “Company”) issued a press release on April 28, 2025, to announce its financial results and provide a business update for the fiscal year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

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.


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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: May 2, 2025 Guardforce AI Co., Limited
By: /s/ Lei Wang
Lei Wang
Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number Description
99.1 Press Release titled “Guardforce AI Reports Full-Year 2024 Financial Results and Provides Business Update” dated April 28, 2025
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Exhibit 99.1

Guardforce AIReports Full-Year 2024 Financial Results and Provides Business Update


Gross profitincreased 16.1% in 2024 compared to 2023

Building a robustAI technology foundation to drive solution development in travel and retail

Guardforce AImanagement to host conference call today at 8:30 AM ET

NEW YORK, NY/ April 28, 2025 / Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), a global integrated security provider specializing in secured logistics, Artificial Intelligence (AI), and Robot-as-a-Service (RaaS), today announced financial results and provided a business update for the year ended December 31, 2024.

2024 FinancialHighlights


Revenue increased by approximately 0.2% to approximately $36.3 million for the year ended December 31,<br>2024, compared to 2023.
Gross<br> profit increased by approximately 16.1% in 2024 compared to 2023, driven in part by an improvement<br> in gross profit margin, which increased to approximately 17.2% in 2024, compared to approximately<br> 14.9% in 2023
--- ---
Selling,<br> distribution, and administrative expenses was approximately $10.1 million for 2024, a 20.7%<br> decrease compared to approximately $12.7 million for 2023.
--- ---
Net<br> loss narrowed down to $5.9 million, marked a significant year-over-year improvement of $23.7<br> million, or 80.1%. Loss per share narrowed down year-over-year by $4.0, or a decrease of<br> 88.3% to $0.53 per share.
--- ---
Adjusted<br> EBITDA improved by approximately $1.1 million, or 61.3%, year-over-year, to negative $0.7<br> million in 2024, compared to negative $1.8 million in 2023, reflecting significant operational<br> progress in 2024.
--- ---
As<br> of December 31, 2024, the Company had cash and cash equivalents and restricted cash of approximately<br> $23.4 million.
--- ---

Lei (Olivia) Wang, Chairwoman and Chief Executive Officer of Guardforce AI, stated, “2024 was a transformative year for us, marked by operational consolidation, a stronger revenue mix, and significant progress in AI innovation. We made strong progress in shifting our revenue mix toward higher-margin offerings, as evidenced by our increased gross profit margin in 2024. Today, we serve more than 25,000 retail stores globally, with retail steadily emerging as one of our top client segments, surpassing our traditional focus on banking. We also achieved approximately a 16.1% increase in gross profit in 2024 compared to 2023, as well as a 20.7% decrease in selling, distribution and administration expenses, due in part to carefully managing expenses through effective cost reduction strategies.”

“On the technology front, we advanced our Robotics-as-a-Service model across the Asia-Pacific region and established core technology foundation for our later launched DVGO—DeepVoyage Go, our first AI-powered travel planning agent. Building on our concierge robots and RTA operations, we remain committed to integrating AI into real-world productivity tools. Our AI agent ecosystem is designed to drive adoption, enhance operational efficiency, and scale value across multiple industries. Backed by a strong balance sheet, with approximately $23.4 million in cash, cash equivalents, and restricted cash, we are well-positioned to accelerate our AI Solutions strategy.”

“In 2025, we intend to build on the momentum achieved in 2024 by strengthening our secured logistics foundation, expanding our retail client base, investing in AI research and development, and extending our smart retail and travel-focused AI solutions globally—ultimately fostering stronger synergies with our existing customers,” concluded Ms. Wang.

Financial Overview


Revenue increased by approximately $0.07 million, or 0.2%, to approximately $36.3 million for 2024, compared to 2023. Gross profit increased to approximately $6.3 million for 2024, compared to approximately $5.4 million for 2023. Gross profit margin increased to 17.2% for 2024, from 14.9% for 2023, primarily due to cost control initiatives and a higher profit margin from our continued growing GDM business and Cash-In-Transit business with our retail customers.

For 2024, selling, distribution, and administrative expenses decreased significantly to approximately $10.1 million, compared to approximately $12.7 million for 2023, representing a 20.7% decrease. Operating loss was approximately $6.7 million in 2024, compared to approximately $29.3 million in 2023, mainly due to the reduction in fixed asset depreciation and inventory provisions. As of December 31, 2024, and 2023, the Company had cash and cash equivalents and restricted cash of approximately $23.4 million and $21.9 million, respectively.

Conference Call


Gaurdforce will host a conference call at 8:30 a.m. Eastern Time on Monday, April 28, 2025. The conference call will be available via telephone by dialing toll-free 888-506-0062 for U.S. callers or 973-528-0011 for international callers and entering access code 436086.

A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/3101/52346 or on the company’s Investor Relations section of the website, ir.guardforceai.com/news-events/company-events.

A webcast replay will be available on the company’s Investor Relations section of the website (ir.guardforceai.com/news-events/company-events) through April 26, 2026. A telephone replay of the call will be available approximately one hour following the call, through May 12, 2025, and can be accessed by dialing 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering access code 52346.


About GuardforceAI Co., Ltd.


Guardforce AI Co., Limited (NASDAQ: GFAI/GFAIW) is an integrated solution provider, specializing in security solutions, and focusing on implementing AI and robotics solutions to improve business operational efficiency and sales and marketing process, especially for the retail and travel industry in the Asia Pacific. Drawing upon 42 years’ operational experience, established premiere long-term customer base, and sales channels, Guardforce AI has built a robust foundation towards the next level of elevating tailored AI solutions and expanding globally. For more information, visit www.guardforceai.com Twitter: @Guardforceai.

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Safe HarborStatement

This press releasecontains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of thesafe 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 currentbeliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipatedevents and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subjectto 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 reports under the heading “Risk Factors” as filedwith the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in theforward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in thispress release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly update or revisethese forward-looking statements, whether because of new information, future events or otherwise.

Investor Relations:

David Waldman or Natalya Rudman

Crescendo Communications, LLC

Email: gfai@crescendo-ir.com

Tel: 212-671-1020

Guardforce AI CorporateCommunications

Hu Yu

Email: yu.hu@guardforceai.com

(tables follow)

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GuardforceAI Co., Limited and Subsidiaries

ConsolidatedStatements of Profit and Loss

(Expressed inU.S. Dollars)

For the years ended December 31,
2024 2023 2022
(Restated)
Continuing operations:
Revenue $ 36,347,373 $ 36,280,502 $ 33,965,648
Cost of sales (30,089,911 ) (30,889,226 ) (30,196,382 )
Gross profit 6,257,462 5,391,276 3,769,266
Provision for expected credit loss on trade receivables and other receivables (210,437 ) (899,433 ) -
Allowance for doubtful debts on a related party receivable - (5,637,527 ) -
Impairment loss on goodwill (30,575 ) (2,267,583 ) -
Impairment loss on intangible assets (188,797 ) (3,713,551 ) -
Provision for withholding taxes receivable (4,339 ) (683,344 ) (448,243 )
Provision for obsolete inventory - (3,797,552 ) (942,882 )
Impairment loss on fixed assets - (3,682,789 ) (4,408,037 )
Stock-based compensation expenses (1,849,356 ) (1,101,800 ) (252,095 )
Research and Development expenses (591,225 ) (169,511 ) (99,947 )
Selling, distribution and administrative expenses (10,104,688 ) (12,740,964 ) (14,444,301 )
Operating loss (6,721,955 ) (29,302,778 ) (16,826,239 )
Other income, net 369,249 461,926 87,616
Foreign exchange gains (losses), net 5,761 305,026 (590,965 )
Finance income (costs), net 337,601 (653,374 ) (1,141,830 )
Loss before income tax from continuing operations (6,009,344 ) (29,189,200 ) (18,471,418 )
Provision for income tax benefit (expense) 125,925 (434,320 ) (132,208 )
Net loss for the year from continuing operations (5,883,419 ) (29,623,520 ) (18,603,626 )
Discontinued operations:
Net profit (loss) for the year from discontinued operations 38,719 34,138 (62,432 )
Net loss for the year (5,844,700 ) (29,589,382 ) (18,666,058 )
Net (profit) loss attributable to non-controlling interests (19,465 ) 17,721 101,264
Net loss attributable to equity holders of the Company $ (5,864,165 ) (29,571,661 ) $ (18,564,794 )
Loss per share
Basic and diluted loss attributable to the equity holders of the Company $ (0.53 ) $ (4.53 ) $ (14.97 )
Loss per share from continuing operations
Basic and diluted loss attributable to the equity holders of the Company $ (0.53 ) $ (4.53 ) $ (14.90 )
Weighted average number of shares used in computation:
Basic and diluted 11,161,053 6,531,918 1,239,852

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Guardforce AICo., Limited and Subsidiaries

ConsolidatedBalance Sheets

(Expressed inU.S. Dollars)

2023
Assets
Current assets:
Cash and cash equivalents 21,936,422 $ 20,235,227
Restricted cash 27,642 100,764
Trade receivables, net 5,922,345 5,630,805
Other current assets 2,291,439 1,665,571
Withholding taxes receivable, net 393,960 607,221
Inventories 274,854 506,403
Amount due from related parties - 2,172,638
Assets held for sale - 201,963
Total current assets 30,846,662 31,120,592
Non-current assets:
Restricted cash 1,432,738 1,608,762
Property, plant and equipment 3,183,856 4,043,725
Right-of-use assets 2,268,022 2,688,208
Intangible assets, net 2,300,951 2,836,250
Goodwill 411,862 411,862
Withholding taxes receivable, net 1,967,826 1,617,625
Deferred tax assets, net 1,281,531 1,085,477
Other non-current assets 998,971 402,447
Total non-current assets 13,845,757 14,694,356
Total assets 44,692,419 $ 45,814,948
Liabilities and Equity
Current liabilities:
Trade payables and other current liabilities 4,549,364 $ 6,188,493
Borrowings 44,232 337,241
Borrowing from a related party - 3,104,149
Current portion of operating lease liabilities 1,574,537 1,239,066
Current portion of finance lease liabilities, net 96,372 108,597
Amount due to related parties - 2,898,506
Liabilities directly associated with the assets held for sale - 130,876
Total current liabilities 6,264,505 14,006,928
Non-current liabilities:
Borrowings - 44,410
Operating lease liabilities 768,174 1,455,857
Finance lease liabilities 121,746 218,996
Provision for employee benefits 5,548,726 4,935,982
Total non-current liabilities 6,438,646 6,655,245
Total liabilities 12,703,151 20,662,173
Equity
Ordinary shares – par value 0.12 authorized 300,000,000 shares, issued and outstanding 17,808,947 shares at December 31, 2024; issued and outstanding 9,830,373 shares at December 31, 2023 2,137,108 1,179,680
Subscription receivable (50,000 ) (50,000 )
Additional paid in capital 93,102,042 80,983,164
Legal reserve 223,500 223,500
Warrants reserve 251,036 251,036
Accumulated deficit (64,204,840 ) (58,340,675 )
Accumulated other comprehensive income 590,981 985,120
Capital & reserves attributable to equity holders of the Company 32,049,827 25,231,825
Non-controlling interests (60,559 ) (79,050 )
Total equity 31,989,268 25,152,775
Total liabilities and equity 44,692,419 $ 45,814,948

All values are in US Dollars.

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GuardforceAI Co., Limited and Subsidiaries

ConsolidatedStatements of Cash Flows

(Expressed inU.S. Dollars)


For the years ended <br> December 31,
2024 2023 2022
(Restated)
Cash flows from operating activities
Net loss from continuing operations $ (5,883,419 ) $ (29,623,520 ) $ (18,603,626 )
Net profit (loss) from discontinued operations 38,719 34,138 (62,432 )
Net loss (5,844,700 ) (29,589,382 ) (18,666,058 )
Adjustments for:
Depreciation 2,933,137 4,249,646 5,365,312
Amortization of intangible assets 434,125 993,594 616,095
Provision for obsolete inventories - 3,797,552 942,882
Impairment loss on fixed assets - 3,682,789 4,408,037
Stock-based compensation expense 1,849,356 1,101,800 252,095
Impairment loss on intangible assets 188,797 3,713,551 -
Impairment loss on goodwill 30,575 2,267,583 -
Allowance for doubtful debts on a related party receivable - 5,637,527 -
Netting off related parties’ balances (690,487 ) - -
Finance (income) costs, net (337,356 ) 653,460 1,083,276
Deferred income taxes (125,925 ) 434,315 121,169
Provision for (Recovery of) expected credit loss on trade receivables and other receivables, net 210,437 899,433 (7,394 )
Increase in provision for withholding tax receivables 4,339 683,344 448,243
(Gain)/Loss from fixed assets disposal (21,644 ) 208,093 24,250
Gain from disposal of a subsidiary (3,608 ) - -
Changes in operating assets and liabilities:
(Increase)/Decrease in trade and other receivables (347,566 ) (312,348 ) 428,772
Increase in other current assets (680,694 ) (64,759 ) (332,188 )
Decrease (Increase) in restricted cash 249,146 (409,521 ) 1,825,023
Decrease/(Increase) in inventories 220,974 757,518 (2,876,443 )
Decrease/(Increase) in amount due from related parties - 424,979 (15,725,707 )
(Increase)/Decrease in other non-current assets (585,746 ) 33,924 (151,170 )
(Decrease)/Increase in trade payables and other current liabilities (937,169 ) 363,833 928,247
(Decrease)/Increase in amount due to related parties - (970,185 ) 3,884,995
(Increase)/Decrease in withholding taxes receivable (146,855 ) (192,502 ) 258,989
Increase/(Decrease) in provision for employee benefits 275,265 34,534 (193,639 )
Net cash used in operating activities (3,325,599 ) (1,601,222 ) (17,365,214 )
Cash flows from investing activities
Acquisition of property, plant and equipment (244,581 ) (2,107,069 ) (4,402,394 )
Proceeds from disposal of property, plant and equipment 23,856 - 5,235
Acquisition of intangible assets (61,995 ) (18,476 ) (3,242,537 )
Interest received 511,292 - -
Disposal of discontinued operation, net of cash disposed of (28,186 ) - -
Acquisition of subsidiaries, net of cash acquired - - (1,765,933 )
Net cash generated from/(used in) investing activities 200,386 (2,125,545 ) (9,405,629 )
Cash flows from financing activities
Proceeds from issue of shares 10,399,732 20,867,386 20,346,353
Proceeds from exercise of warrants - 506,692 3,014,710
Proceeds from a convertible note - - 1,500,000
Cash repayment of a convertible note - (554,238 ) -
Cash paid for the cancellation of fractional shares - (49,664 ) -
Proceeds from borrowings - 1,895,151 3,426,096
Repayment of borrowings (3,648,353 ) (2,890,252 ) (4,499,358 )
Payment of lease liabilities (2,043,529 ) (2,652,150 ) (2,849,816 )
Net cash generated from financing activities 4,707,850 17,122,925 20,937,985
Net increase (decrease) in cash and cash equivalents, and restricted cash 1,582,637 13,396,158 (5,832,858 )
Effect of movements in exchange rates on cash held 89,916 (62,928 ) 34,714
Cash and cash equivalents at beginning of year 20,263,869 6,930,639 12,728,783
Cash and cash equivalents at end of year $ 21,936,422 $ 20,263,869 $ 6,930,639
Non-cash investing and financing activities
Equity portion of purchase consideration paid for acquisition of subsidiaries $ - $ - $ 4,579,880
Equity portion of the settlement of a borrowing from a third party - 15,914,615 -
Equity portion of purchase consideration paid for acquisition of fixed and intangible assets - 1,848,000 -

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Non-IFRS FinancialMeasures


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 income (loss) from operations and net income (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.

EBITDArepresents net (loss) income before (i) finance costs, income tax benefit and depreciation of fixed assets and amortization of intangible assets, which we do not believe are reflective of our core operating performance during the periods presented.

Non-IFRS adjustedEBITDArepresents net (loss) income before (i) finance costs, income tax benefit and depreciation of fixed assets and amortization of intangible assets, (ii) certain non-cash expenses, consisting of stock-based compensation expense, allowance for and write off of withholding tax receivables, provision for obsolete inventory and impairment loss on fixed assets.

Non-IFRS (loss)earnings per sharerepresents non-IFRS net (loss) income attributable to ordinary shareholders divided by the weighted average number of shares outstanding during the periods.

Non-IFRS dilutedearnings per sharerepresents non-IFRS net (loss) income 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 to EBITDA and non-IFRS adjusted EBITDA for the periods indicated:

For the years ended <br> December 31,
2024 2023 2022
Net loss from continuing operations – IFRS $ (5,883,419 ) $ (29,623,520 ) $ (18,603,626 )
Finance (income) costs, net (337,601 ) 653,374 1,141,830
Income tax expense (benefit) (125,925 ) 434,320 132,208
Depreciation and amortization expense 3,367,262 5,243,240 5,981,407
EBITDA (2,979,683 ) (23,292,586 ) (11,348,181 )
Stock-based compensation expense 1,849,356 1,101,800 252,095
Provision for expected credit loss on trade receivables and other receivables 210,437 899,433 -
Allowance for doubtful debts on a related party receivable - 5,637,527 -
Impairment loss on goodwill 30,575 2,267,583 -
Impairment loss on intangible assets 188,797 3,713,551 -
Provision for withholding taxes receivables 4,339 683,344 448,243
Provision for obsolete inventory - 3,797,552 942,882
Impairment loss on fixed assets - 3,682,789 4,408,037
Foreign exchange (gains) losses, net (5,761 ) (305,026 ) 590,965
Adjusted EBITDA (Non-IFRS) $ (701,940 ) $ (1,814,033 ) $ (4,705,959 )
Non-IFRS loss per share
Basic and diluted loss for the year attributable to ordinary equity holders of the Company $ (0.06 ) $ (0.28 ) $ (3.80 )
Weighted average number of shares used in computation:
Basic and diluted 11,161,053 6,531,918 1,239,852
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