10-K: GBT Technologies Files Annual Report for FY 2025

GBT Technologies Inc. filed its Form 10-K for the fiscal year ended December 31, 2025, detailing its business operations, financial condition, and forward-looking strategies.

Summary

• GBT Technologies Inc. (formerly Gopher Protocol Inc.) filed its annual report (Form 10-K) for the fiscal year ended December 31, 2025.
• The company is focused on IoT and AI-enabled networking and tracking technologies, including wireless mesh networks and an intelligent human body vitals device.
• Key investments and developments include its stake in VisionWave Holdings (VWAV) and its involvement in the MetAlert (formerly GTX Corp) venture.
• A significant event was the merger closing on July 14, 2025, converting GBT's holdings in Visionwave Technologies into publicly traded VisionWave Holdings, Inc. (VWAV).
• The company reported a net loss of $720,934 for the year ended December 31, 2025, compared to a net income of $20,675,445 in 2024.
• Operating expenses decreased by 51% to $315,279 in 2025 from $644,697 in 2024, primarily due to reduced marketing, general, and professional expenses.
• The company has an accumulated deficit of $295,996,525 and a working capital deficit of $10,521,007 as of December 31, 2025, raising substantial doubt about its ability to continue as a going concern.
• Management plans to seek additional capital through private placement offerings of debt and equity securities.
• Patrick Bertagna was appointed Interim Chief Executive Officer and Director on January 15, 2026.
• The company has entered into a Strategic Joint Venture Agreement (effective January 9, 2026) to develop EDA, defense, and high-security technology projects.
• Internal controls over financial reporting were assessed as not effective.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant net loss, lack of revenue, substantial deficits, and the going concern warning, despite some strategic initiatives.

Positives

• Strategic Joint Venture Agreement entered into on January 9, 2026, for advanced technology projects.
• Merger of VisionWave Technologies into VisionWave Holdings, Inc. (VWAV) on July 14, 2025, converting GBT's investment into a publicly traded entity.
• Reduction in operating expenses by 51% to $315,279 for the year ended December 31, 2025, compared to $644,697 in 2024.
• The company expects to have sufficient capital to maintain operations through 2026, with plans to raise approximately $12,000,000 to fully implement its business plan.

Negatives

• Net loss of $720,934 for the year ended December 31, 2025.
• Accumulated deficit of $295,996,525 and a working capital deficit of $10,521,007 as of December 31, 2025, raising substantial doubt about the company's ability to continue as a going concern.
• Disclosure controls and procedures were assessed as not effective.
• The company has a limited operating history in an evolving industry, making future prospects difficult to evaluate.
• No revenues were generated for the years ended December 31, 2025 and 2024.
• The company has not generated positive cash flow from operations.

Risks

• Limited operating history in an evolving industry makes it difficult to evaluate future prospects and increases the risk of failure.
• The company may not be able to achieve profitability going forward.
• Uncertainty in generating positive cash flow from operations could lead to suspension or discontinuation of operations.
• The need for additional capital to support business growth and operations, with no guarantee of availability on acceptable terms.
• Dependence on key personnel and the need to attract and retain additional personnel.
• The limited public market for the company's common stock could negatively affect its value and make it difficult to sell shares.
• Failure to maintain an effective system of internal controls could lead to inaccurate financial reporting or fraud.
• Volatility in stock price and trading volume may result in substantial losses for stockholders.
• Potential future dilution from equity offerings.
• Charter documents and Nevada law may inhibit a takeover that stockholders consider favorable.
• Penny stock regulations may impose restrictions on marketability and liquidity of securities.
• FINRA sales practice requirements may limit stockholders' ability to buy and sell stock.

Future Outlook

The company requires additional capital, estimated at $12,000,000, to fully implement its business plan. Management plans to seek this capital through private placement offerings of debt and equity securities. The company expects to have sufficient capital to maintain operations through 2026.

Management Comments

• Management believes that the accounting policies described are critical to understanding the business, results of operations, and financial condition because they involve significant judgments and estimates.
• Management assessed the effectiveness of internal control over financial reporting as not effective as of December 31, 2025.
• Management is developing plans to alleviate negative trends and conditions, but the business plan is speculative and unproven.
• Management believes that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025, and the consolidated results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Industry Context

StockSavvy.ai notes that GBT Technologies operates in the rapidly evolving IoT and AI sectors, facing competition from established players and the need for continuous innovation. The company's strategic shift towards advanced technology projects through its new joint venture indicates an attempt to capitalize on emerging market opportunities.

Comparison to Industry Standards

• The company's net loss of $720,934 and lack of revenue for the fiscal year 2025 are significantly below industry standards for companies in the IoT and AI sectors that are typically focused on growth and revenue generation.
• The substantial accumulated deficit of $295,996,525 and working capital deficit of $10,521,007 highlight a significant financial challenge compared to industry peers who generally maintain healthier balance sheets or have access to more robust funding.
• The company's reliance on future capital raises to fund operations and growth is a common strategy for early-stage tech companies, but the amount needed ($12 million) and the uncertainty of its availability present a riskier profile than many established competitors.
• The assessment of internal controls as 'not effective' is a concern and deviates from the standard of robust internal controls expected from publicly traded companies, especially those aiming for uplisting to senior exchanges.

Management Changes

Corporate Governance

Legal Proceedings

• There is currently no litigation that management believes will have a material impact on the financial position of the Company.

Related Party Transactions

• As of December 31, 2025, the Company owed $760,000 to Yello Partners, Inc., a company owned by former CEO and director Mansour Khatib.
• As of December 31, 2025, the Company owed $140,000 to Alpha Eda, LLC, a related party (formerly owned by Dr. Rittman), with accrued interest of $76,803.
• Accounts payable and accrued expenses related to prior parties totaled $3,263,558 as of December 31, 2025.

Stakeholder Impact

• Shareholders may experience significant dilution due to future equity offerings needed to raise capital.
• The company's common stock is considered a penny stock, potentially limiting marketability and imposing restrictions on broker-dealers and investors.
• The company's financial condition raises substantial doubt about its ability to continue as a going concern, impacting all stakeholders.
• The appointment of new management and strategic joint venture may lead to new opportunities and potential value creation for shareholders.

Next Steps

• Seek additional capital through private placement offerings of debt and equity securities.
• Fully implement the business plan with the raised capital.
• Develop and commercialize designated electronic design automation (EDA), defense, and high-security technology projects through the new joint venture.
• Continue efforts to improve internal controls over financial reporting.

Key Dates

Recommendation

While the company is pursuing strategic initiatives in emerging tech sectors and has reduced operating expenses, the significant financial distress, lack of revenue, and going concern warning necessitate a cautious approach. The need for substantial capital raises and the unproven nature of its business plan suggest a 'hold' recommendation until clearer signs of financial stability and revenue generation emerge.

Keywords

GBT Technologies, Form 10-K, Annual Report, IoT, AI, Networking, Tracking Technologies, VisionWave, MetAlert, Financial Statements, Going Concern, Startup