Guardforce AI (NASDAQ: GFAI) reports Nasdaq minimum bid price non-compliance

Rhea-AI Filing Summary

Guardforce AI Co., Limited disclosed that it received a notice from Nasdaq on December 12, 2025 stating that its ordinary shares no longer meet the exchange’s minimum bid price requirement for continued listing. Nasdaq rules require a minimum bid price of US$1.00 per share, measured over 30 consecutive business days, and the company’s shares were below this level from October 30 through December 11, 2025.

The company has 180 calendar days, until June 10, 2026, to regain compliance by maintaining a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days. If it does not regain compliance by that date, it may be eligible for additional time or could face delisting from Nasdaq. The notice does not immediately affect trading, and the shares continue to trade on Nasdaq under the ticker “GFAI.” Guardforce AI plans to monitor its share price and is considering measures to improve its financial position and operations, which it expects will help address the deficiency.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency: Guardforce AI’s shares traded below the required US$1.00 minimum bid price for 30 consecutive business days through December 11, 2025, triggering a formal non-compliance notice and creating potential delisting risk if compliance is not restored by June 10, 2026.

Insights

Equity & Listing Standards Analyst

Nasdaq bid-price deficiency introduces listing risk if compliance is not restored.

Guardforce AI reports that its shares failed to meet Nasdaq’s US$1.00 minimum bid price requirement over 30 consecutive business days ending December 11, 2025. Under Listing Rule 5810(c)(3)(A), the company now has 180 calendar days, until June 10, 2026, to bring the bid back to at least US$1.00 for 10 consecutive trading days.

This notice has no immediate impact on trading status; the shares continue to trade on Nasdaq under ticker “GFAI.” However, if the company does not regain compliance by June 10, 2026, Nasdaq may delist the shares, unless an additional compliance period is granted under the rules. The company states that it is monitoring its closing bid price and is considering measures to improve its financial position and results of operations, which it expects could help address the deficiency.

From an investor perspective, the key milestone is the June 10, 2026 deadline for regaining compliance. Any future disclosures about specific measures—such as capital actions or operating changes—would further clarify how the company aims to restore the bid price and maintain its Nasdaq listing.

Form 6-K: How Foreign Companies Report to the SEC →

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, December 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 ☐

Other Events

On December 12, 2025, Guardforce AI Co., Limited (the “Company”) received a notification letter (the “Notification Letter”) from the Nasdaq Stock Market LLC (the “NASDAQ”) dated December 12, 2025, notifying the Company that it is not in compliance with the minimum bid price requirement as set forth under NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ.

NASDAQ Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s ordinary shares for the 30 consecutive business days from October 30 through December 11, 2025, the Company no longer meets the minimum bid price requirement. In accordance with the NASDAQ Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until June 10, 2026, to regain compliance with NASDAQ Listing Rule 5550(a)(2).

To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days. In the event that the Company does not regain compliance by June 10, 2026, the Company may be eligible for additional time to regain compliance or may face delisting. The receipt of the Notification Letter has no immediate effect on the listing of the Company’s ordinary shares, which will continue to trade uninterrupted on NASDAQ under the ticker “GFAI”. To address this issue, the Company intends to continuously monitor its closing bid price and is in the process of considering various measures to improve its financial position and results of operations, which the Company expects to countervail the short-term adverse effects on its trading price and cure the deficiency in due time.

On December 17, 2025, the Company issued a press release announcing that it has received the Notification Letter from NASDAQ. A copy of that press release is attached as Exhibit 99.1 hereto.

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

1

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release titled “Guardforce AI Announces Receipt of Nasdaq Minimum Bid Price Deficiency Notification Letter,” dated December 17, 2025

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: December 17, 2025	Guardforce AI Co., Limited
	By:	/s/ Lei Wang
		Lei Wang
		Chief Executive Officer

3

FAQ

What Nasdaq notice did Guardforce AI (GFAI) receive in December 2025?

On December 12, 2025, Guardforce AI received a notification letter from Nasdaq stating that its ordinary shares are not in compliance with the minimum bid price requirement for continued listing under Listing Rule 5550(a)(2).

Why is Guardforce AI currently out of compliance with Nasdaq’s listing rules?

Nasdaq Listing Rule 5550(a)(2) requires a minimum bid price of US$1.00 per share. Based on the closing bid prices for the 30 consecutive business days from October 30 through December 11, 2025, Guardforce AI’s ordinary shares were below this level, causing a deficiency under Listing Rule 5810(c)(3)(A).

How long does Guardforce AI have to regain Nasdaq minimum bid price compliance?

Guardforce AI has 180 calendar days, until June 10, 2026, to regain compliance. To do so, its ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive trading days within that period.

What happens if Guardforce AI does not regain compliance by June 10, 2026?

If Guardforce AI does not regain compliance with the minimum bid price rule by June 10, 2026, it may be eligible for additional time to regain compliance under Nasdaq rules or may face delisting of its ordinary shares from Nasdaq.

Does the Nasdaq deficiency notice immediately affect trading in GFAI shares?

No. The company states that receipt of the notification letter has no immediate effect on the listing of its ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker symbol “GFAI.”

How does Guardforce AI plan to address the Nasdaq bid price deficiency?

Guardforce AI says it intends to continuously monitor its closing bid price and is considering various measures to improve its financial position and results of operations, which it expects will help countervail short-term adverse effects on its trading price and cure the deficiency over time.

How is this 6-K related to Guardforce AI’s existing registration statements?

The report states that it is incorporated by reference into several of Guardforce AI’s Form F-3 registration statements and a Post-Effective Amendment No. 1 to Form F-1 on Form F-3, allowing the information about the Nasdaq notice to be part of those prospectuses.