10-Q: GBT Technologies Reports Q3 Loss Amid Liquidity Concerns

Sentiment:

Quarterly Report 17 November 2025 6:05 AM

GBT Technologies Inc. reported a net loss of $180,640 for Q3 2025, a significant decline from a $6.2 million income in the prior year, primarily due to changes in derivative liabilities.

Capital raiseManagement plans to seek additional capital through private placement offerings of debt and equity securities to address the going concern issue.The company expects to need approximately $10,000,000 to fully implement its business plan.

Worse than expectedNet income shifted to a net loss of $(180,640) for the three months ended September 30, 2025, compared to a net income of $6,276,094 in the prior year.Net income shifted to a net loss of $(498,594) for the nine months ended September 30, 2025, compared to a net income of $14,501,569 in the prior year.Cash flow from operating activities significantly decreased to $688 for the nine months ended September 30, 2025, from $28,522 in the prior year.Working capital deficit increased to $10,422,177 as of September 30, 2025, from $9,940,379 at December 31, 2024.Accumulated deficit increased to $295,774,377 as of September 30, 2025.

Summary

Net loss of $180,640 for the three months ended September 30, 2025, compared to net income of $6,276,094 for the same period in 2024.
Net loss of $498,594 for the nine months ended September 30, 2025, compared to net income of $14,501,569 for the same period in 2024.
Operating expenses decreased by 61% to $78,100 for the three months and by 63% to $195,271 for the nine months ended September 30, 2025, due to limited cash flow.
Other income (expense) decreased significantly by 102% to $(102,540) for the three months and by 102% to $(303,323) for the nine months, primarily due to a decrease in derivative liabilities after convertible notes were amended to fixed conversion features in Q4 2024.
Cash balance increased to $813 as of September 30, 2025, from $125 at December 31, 2024.
Total current liabilities increased to $10,429,267 as of September 30, 2025, from $9,948,966 at December 31, 2024.
Accumulated deficit grew to $295,774,377 as of September 30, 2025.
Working capital deficit increased to $10,422,177 as of September 30, 2025.
Common stock outstanding increased to 18,492,870,775 shares as of September 30, 2025, from 16,813,229,180 shares at December 31, 2024, due to convertible debt conversions.
The company's holdings in VisionWave Technologies were converted into 2,020,500 shares (14.158%) of VisionWave Holdings, Inc. (NASDAQ: VWAV) following a merger closed on July 14, 2025.
GBT Tokenize Corp., a subsidiary, entered into a Perpetual Exclusive Patent License Agreement with Boca Jom LLC on November 12, 2025, for three US patents, with a 5% running royalty on Patent-Derived Revenue.

Sentiment

Score: 2

Explanation: The company's financial position is extremely precarious, marked by substantial net losses, a rapidly increasing accumulated deficit, and a significant working capital deficit, which collectively raise substantial doubt about its ability to continue as a going concern. While there are some positive developments like the VisionWave merger and a new patent license, these are overshadowed by the critical liquidity issues and internal control weaknesses. The massive dilution potential from convertible notes further adds to the negative sentiment.

Positives

Cash balance increased from $125 at December 31, 2024, to $813 as of September 30, 2025.
Operating expenses decreased by 61% for the three months and 63% for the nine months ended September 30, 2025, indicating cost control, albeit driven by limited cash flow.
Successful conversion of VisionWave Technologies holdings into publicly traded shares of VisionWave Holdings, Inc. (VWAV) on NASDAQ, with GBT Technologies Inc. holding 2,020,500 shares (14.158%).
GBT Tokenize Corp. secured a Perpetual Exclusive Patent License Agreement with Boca Jom LLC on November 12, 2025, which includes a 5% running royalty on patent-derived revenue.

Negatives

Shift from net income to significant net losses for both the three-month ($(180,640)) and nine-month ($(498,594)) periods ended September 30, 2025, compared to positive income in 2024.
Substantial accumulated deficit of $295,774,377 and a working capital deficit of $10,422,177 as of September 30, 2025, raising substantial doubt about the ability to continue as a going concern.
Significant decrease in other income (expense) by 102% for both periods, primarily due to the absence of large gains from changes in fair value of derivative liabilities seen in 2024.
Cash provided by operating activities decreased significantly from $28,522 in 2024 to $688 in 2025 for the nine-month period.
Total current liabilities increased to $10,429,267, further exacerbating the working capital deficit.
Dilution of common stock due to the issuance of 1,679,641,595 shares for convertible note conversions during the nine months ended September 30, 2025.
The company has not made payments on its SBA loan and is seeking hardship from the SBA.
Disclosure controls and procedures were deemed not effective as of September 30, 2025, due to lack of resources and reliance on outside consultants.

Risks

Limited operating history in an evolving industry makes it difficult to evaluate future prospects and increases the risk of not being successful.
Difficulty in forecasting revenues, expanding business, assimilating acquisitions, adapting to evolving technology trends, avoiding service interruptions, developing scalable infrastructure, hiring and retaining personnel, and managing rapid growth.
Inability to achieve profitability, with continued net losses and an increasing working capital deficiency.
Uncertainty in generating positive cash flow from operations, potentially forcing suspension or discontinuation of operations.
Requirement for additional capital to support business growth, which might not be available on acceptable terms, if at all, leading to significant stockholder dilution if raised through equity or convertible debt.
Dependence on key personnel and the need for additional personnel, with the risk that the inability to attract and retain them may materially and adversely affect business operations.
Substantial capital requirements, and if adequate cash flows or financing are not maintained, profitability and financial condition will suffer, jeopardizing continued operations.
Limited public market for common stock (OTC), leading to potential significant volatility, difficulty selling shares, and unpredictable pricing.
Risk of substantial losses for stockholders due to stock price and trading volume volatility.
No plans to pay cash dividends in the foreseeable future.
Future dilution from potential equity offerings.
Charter documents and Nevada law may inhibit a takeover favorable to stockholders.
Limitations on director/officer liability.
Penny stock regulations may impose restrictions on the marketability of securities.
FINRA sales practice requirements may limit stockholders' ability to buy and sell the stock.
Failure to maintain an effective system of internal controls, potentially leading to inaccurate financial reporting or fraud.

Future Outlook

Management plans to seek additional capital through private placement offerings of debt and equity securities to mitigate going concern doubts and support business growth. The company expects to need approximately $10,000,000 to fully implement its business plan. The company also anticipates continued development and potential commercialization of its IoT and AI-enabled technologies, including those under the new exclusive patent license agreement.

Management Comments

Management has plans to seek additional capital through some private placement offerings of debt and equity securities. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern.
The decrease of $120,507 or -61% [in operating expenses for Q3] was principally due to the Company had limited cash flows to expand the business.
The change [in other income/expense] is principally due to a decrease of derivative liabilities since all the converted note payables were amended to fixed conversion features in Q4 2024.
As a smaller reporting company, with revenues stemming from recent acquisitions and a lack of profitability, the Company does not have the resources to install dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance, and does not employ enough accounting staff to have proper separation of duties.
In order to correct this material weakness, the Company engaged a consultant with expertise in SEC disclosure and GAAP compliance. The Company found that this approach worked well in the past and believes it to be the most cost-effective solution available for the foreseeable future.
The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management’s review of key financial documents and records.

Industry Context

GBT Technologies operates in the rapidly evolving Internet of Things (IoT) and Artificial Intelligence (AI) sectors, focusing on networking, tracking, and medical device technologies. The successful conversion of its VisionWave Technologies holdings into shares of NASDAQ-traded VisionWave Holdings, Inc. (VWAV) indicates a strategic move to leverage its intellectual property in the broader market. The new exclusive patent license agreement for AI-driven radio wave technologies suggests continued efforts to monetize its IP portfolio within these high-growth industries. However, the company's significant financial deficits and reliance on external financing highlight the intense capital requirements and competitive pressures inherent in these innovative but often unprofitable early-stage technology markets.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Technology Officer and Board Member	Danny Rittman	NA	2025-07-21	Resigned to commit to his role as Chief Technology Officer of VisionWave Holdings, Inc.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weakness	Disclosure controls and procedures were not effective as of September 30, 2025, due to lack of resources and reliance on outside consultants. Management does not employ enough accounting staff to have proper separation of duties.	2025-09-30	Increases risk of inaccurate financial reporting or fraud, potentially harming business and stock price. Management plans to engage a consultant and increase review of financial documents to mitigate this.

Legal Proceedings

No litigation that management believes will have a material impact on the financial position of the company.

Related Party Transactions

Accounts payable and accrued expenses related party: $3,126,726 as of September 30, 2025.
Convertible note payable to Stanley Hills: $474,599 principal balance as of September 30, 2025, with $144,884 unpaid interest. Maturity extended to December 31, 2025, and conversion price fixed at $0.00001 per share.
Notes payable to Alpha Eda, LLC: $140,000 principal balance as of September 30, 2025, with $73,274 accrued interest. Maturity extended to December 31, 2025.
Douglas Davis, former CEO and current consultant, guarantees the SBA loan.
GBT Tokenize Corp. (50% owned subsidiary) is a related party and is involved in various transactions, including the VisionWave PPA and the Boca Jom LLC license agreement.
Magic Internacional Argentina FC, S.L. is a related party in the 2023 Tokenize Agreement and received 500 shares of VisionWave.

Stakeholder Impact

Shareholders: Significant dilution from convertible debt conversions (1,679,641,595 shares issued in 9 months). Potential for further dilution from future capital raises. Stock price volatility and limited marketability due to OTC listing and penny stock regulations. Risk of substantial losses due to ongoing net losses and going concern doubts.
Employees: Dependence on key personnel, with potential impact if the company cannot attract and retain talent.
Creditors: Company has not made payments on its SBA loan and is seeking hardship. Significant current liabilities and working capital deficit indicate potential challenges in meeting obligations.
Customers/Partners: Continued development of IoT/AI technologies and new patent licensing could benefit future customers/partners, but the company's financial instability poses a risk to long-term product development and support.

Next Steps

Seek additional capital through private placement offerings of debt and equity securities.
Continue research, development, and implementation of IoT and AI-enabled products, including the qTerm intelligent human vital signs device.
Enter into strategic relationships for manufacturing, selling, and distributing products if regulatory approval is granted.
Conduct a review of existing sign-off and review procedures and document control protocols for critical accounting spreadsheets.
Increase management's review of key financial documents and records to address internal control weaknesses.
Pursue hardship relief from the SBA for the outstanding loan.
Licensee (Boca Jom LLC) is required to provide quarterly royalty reports and maintain auditable records for the Perpetual Patent License Agreement.

Key Dates

Date	Description
2009-07-22	GBT Technologies Inc. incorporated under Nevada laws.
2011-04-25	Board of Directors approved a share repurchase program.
2019-06-17	Company, AltCorp Trading LLC, GBT Technologies, S.A., and Pablo Gonzalez entered into and closed an Exchange Agreement.
2020-03-06	Company, through Greenwich, entered into a Joint Venture and Territorial License Agreement with Tokenize-It, S.A. to form GBT Tokenize Corp.
2020-03-09	Closing of the Tokenize Agreement.
2020-03-30	Provisional patent application for 'Medical Device' filed with USPTO (serial number 63001564).
2020-06-22	Company received a loan from the Small Business Administration (SBA) under the Economic Injury Disaster Loan program.
2020-11-15	Company issued a promissory note to Alpha Eda, LLC for $140,000.
2021-05-19	Company, Gonzalez, GBT-CR and IGOR 1 Corp entered into a Mutual Release and Settlement Agreement and Irrevocable Assignment.
2021-05-28	Parties agreed to amend the Tokenize Agreement to expand territory to include the entire continental United States.
2021-10-01	Company entered an Amended Loan Authorization and Agreement with the SBA.
2021-10-05	Additional $200,000 funding received from SBA.
2022-03-17	SBA notified deferral of COVID-19 EIDL loan payments from 24-months to 30-months from note date.
2022-04-12	GBT Tokenize Corp acquired a convertible promissory note of GTX Corp for $100,000 and 76,923 shares of common stock for $150,000.
2022-07-07	Company filed a preliminary information statement to stockholders regarding increasing authorized common stock and authorizing a reverse stock split.
2022-08-11	Action to increase authorized common stock to 10,000,000,000 shares concluded.
2022-09-20	GTX Corp performed a 1:65 reverse split.
2022-09-30	GBT Tokenize loaned MetAlert Inc. $90,000, secured by a promissory note.
2023-01-02	Company issued a convertible promissory note to Stanley Hills for $750,000.
2023-01-24	Company issued a consolidated convertible promissory note to Glen Eagles Acquisition LP for $512,500.
2023-04-03	GBT Tokenize entered its first commercial transaction through the sale of Avant-AI! technology to Trend Innovation Holdings, Inc. (TREN).
2023-07-18	TREN changed its name to Avant Technologies, Inc. and ticker to AVAI.
2023-07-20	Company, through Greenwich, entered into an Amended and Restated Joint Venture (2023 Tokenize Agreement) with Magic Internacional Argentina FC, S.L. and GBT Tokenize Corp.
2023-10-12	Company amended its articles of incorporation to increase authorized common stock to 30,000,000,000 shares.
2024-03-19	Tokeniz entered into a Patent Purchase Agreement with VisionWave Technologies Inc. to acquire patents for $30,000,000.
2024-03-26	Bannix Acquisition Corp. entered into a Business Combination Agreement with VisionWave Technologies, Inc.
2024-06-04	Tokenize issued additional 222 shares from VisionWave for consideration of 10,000,000 AVAI shares.
2024-07-01	Company entered into an amendment with Igor 1 Corp. to fix the conversion price of a convertible note to $0.00001 per share and reduce the balance by $3,000,000 via AVAI share transfer.
2024-08-17	Tokenize, the Company, and Magic entered into agreements effective March 26, 2024, assigning VisionWave shares issued to Tokenize, 500 to GBT and 500 to Magic.
2024-09-06	Bannix entered into a Merger Agreement and Plan of Reorganization with VisionWave Holdings, Inc. and related entities.
2024-12-31	Company entered into an amendment with Glen Eagle to fix the conversion price of a convertible note to $0.00001 per share and adjust the balance to $349,157.
2024-12-31	Company entered into an amendment with Stanley Hills LLC to extend the maturity date to December 31, 2025, and fix the conversion price to $0.00001 per share.
2024-12-31	Alpha and the Company extended the Alpha Eda note maturity to December 31, 2025.
2025-07-14	Merger between Bannix and VisionWave closed, converting company holdings into VisionWave Holdings, Inc. (VWAV) shares.
2025-07-21	Danny Rittman resigned as CTO and Board member of GBT Technologies Inc.
2025-09-30	End of the reporting period for this 10-Q filing.
2025-11-12	GBT Tokenize Corp. entered into a Perpetual Exclusive Patent License Agreement with Boca Jom LLC.
2025-11-14	Date of filing of this 10-Q report.

Recommendation

strong sell

The company's financial position is extremely precarious, marked by substantial net losses, a rapidly increasing accumulated deficit, and a significant working capital deficit, which collectively raise substantial doubt about its ability to continue as a going concern. While there are some strategic developments like the VisionWave merger and a new patent license, these are insufficient to offset the severe liquidity issues, ineffective internal controls, and the explicit need for significant additional capital. The massive dilution from recent convertible debt conversions and the potential for further dilution from future capital raises severely undermine shareholder value. The company's inability to generate positive cash flow from operations and its non-payment of the SBA loan further highlight its critical financial distress. Given these overwhelming negative factors and the high risks associated with its limited operating history and penny stock status, a strong sell recommendation is warranted.

Keywords

IoT, Artificial Intelligence, AI, wireless mesh network, asset tracking, human vitals device, VisionWave Holdings, VWAV, patent license, convertible debt, going concern, financial technology, software development, intellectual property

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.