卫安智能美股招股说明书(2026-07-30版)

GUARDFORCE AI CO., LIMITED We have entered into an At the Market Offering Agreement, dated as of July 2, 2024 (the “ATM Agreement”), with H.C. Wainwright& Co., LLC (the “Manager”), relating to our ordinary shares, par value $0.12 per share (the “Ordinary Shares”), offered by thisprospectus supplement and the accompanying base prospectus. In accordance with the terms of the ATM Agreement, we may offer andsell our Ordinary Shares, under this prospectus, having an aggregate offering price of up to $3,115,495 from time to time through theManager, acting as sale agent or principal. Our Ordinary Shares and warrants are both listed on the Nasdaq Capital Market under the symbol “GFAI” and “GFAIW”, respectively.The last reported sale price of our Ordinary Shares and warrants on the Nasdaq Capital Market on July 29, 2026 was $0.3166 and$0.0315, respectively. You are urged to obtain current market quotations of our Ordinary Shares. Sales of our Ordinary Shares, if any, under this prospectus supplement and the accompanying base prospectus will be made in salesdeemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, orthe Securities Act, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for our OrdinaryShares, sales made to or through a market maker other than on an exchange or otherwise, directly to Manager as principal, innegotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in anyother method permitted by law. The Manager is not required to sell any specific amount of Ordinary Shares, but will act as our salesagent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms betweenthe Manager and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to the Manager for sales of Ordinary Shares sold pursuant to the ATM Agreement will be an amount up to 3.0% ofthe gross proceeds of Ordinary Shares sold under the ATM Agreement unless otherwise agreed by the Company and the Manager. Inconnection with the sale of Ordinary Shares on our behalf, the Manager may be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation of the Manager may be deemed to be underwriting commissions or discounts. We have alsoagreed to provide indemnification and contribution to the Manager with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. As of the date of this prospectus supplement, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates isapproximately $14.99 million based on 31,393,337 Ordinary Shares issued and outstanding, of which approximately 23,427,152Ordinary Shares are held by non-affiliates, and a per share price of $0.64 based on the closing price of our Ordinary Shares on June 2,2026, which is the highest closing sale price of our Ordinary Shares on The Nasdaq Capital Market within the prior 60 days. Duringthe 12 calendar months prior to and including the date of this prospectus supplement, we have sold $1,882,297.10 of our OrdinaryShares pursuant to General Instruction I.B.5 of Form F-3. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sellsecurities registered in a public primary offering with a value exceeding more than one-third of our public float in any 12 calendarmonth period so long as our public float remains below $75.0 million. Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-11 of this prospectussupplement and elsewhere in this prospectus supplement, the accompanying base prospectus and the other documents that areincorporated by reference in this prospectus supplement and the accompanying base prospectus. Neither the U.S. Securities and Exchange Commission nor any states securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is July 30, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-iiUse of Certain Defined TermsS-iiiCautionary Note Regarding Forward-looking StatementsS-viProspectus Supplement SummaryS-1The OfferingS-10Risk FactorsS-11Use of ProceedsS-16DilutionS-17Description of Ordinary Shares We Are OfferingS-19Plan of DistributionS-27Legal MattersS-28ExpertsS-28Incorporation of Certain Information by ReferenceS-29Where You Can Find More InformationS-29 Prospectus ABOUT THIS PROSPECTUSiiCOMMONLY USED DEFINED TERMSiiiPROSPECTUS SUMMARY1RISK FACTORS22FORWARD-LOOKING STATEMENTS44USE