GTCH 10-K & 10-Q changes, risk factors and insider trading

The Company does not accrue or capitalize development costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred net operating loss of $644,697$721,551 for the year ended December 31, 2024.2025. If we incur additional significant operating losses, our stock price, may decline, perhaps significantly. Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital deficiency will increase.

The Company sustained a net operating loss of $644,697,$720,934, a total net income of $20,675,445 and our operating activities provide by cash flows of $27,142$470 for the year ended December 31, 2024. 2025. The Company had a working capital deficit of $9,940,379,$10,521,007, stockholders’ deficit of $10,184,119$10,871,007 and an accumulated deficit of $295,278,233 $295,996,525 at December 31, 2024.2025.

Our success depends on our inability to attract and retain key personnel including, MichaelPatrick Murray,Bertagna, our CEO, Mansour Khatib, our Secretary, and Dr. Danny Rittman, our CTO, and our inability to do so may materially and adversely affect our business operations. The loss of qualified personnel could have a material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company.

This section of the report should be read together with Footnotes of the Company audited financials. The audited statements of operations for the years ended December 31, 20242025 and 20232024 areis compared in the sections below.

GBT Technologies Inc. (the “Company”, “GBT”, or “GTCH”) was incorporated on July 22, 2009 under the laws of the State of Nevada. The Company via its 50% subsidiary, is targeting growing markets such as development of Internet of Things (IoT) and Artificial Intelligence (AI) enabled networking and tracking technologies, including wireless mesh network technology platform and fixed solutions, development of an intelligent human body vitals device, asset-tracking IoT, and wireless mesh networks. The Company technologies can be grouping as (i) the provision of IT consulting services; and (ii) from the licensing of its technology. (ii) from selling electronic products through e-commerce platforms. (iviii) an advanced RF-based computer vision system, to utilize this platform potential to significantly enhance object detection and imaging capabilities, using radio waves to create detailed 2D and 3D images .On February 18, 2022 the Company, effective March 1, 2022 entered into a Revenue Sharing Agreement (“RSA”) with Mahaser LTD. (“Mahaser”) pursuant to which the Company shares revenues generated by Mahaser with respect to e-commerce sales through the online retail platform in the United States of America. Effective July 1, 2023, the Company agreed to terminate the RSA with Mahaser Ltd.images.

On September 6, 2024, Bannix entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”), by and among Bannix, VisionWave Holdings, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Bannix (“VisionWave Holdings”), BNIX Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of VisionWave Holdings (“Parent Merger Sub”), BNIX VW Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of VisionWave, and Target. The Merger Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bannix, VisionWave Holdings, Parent Merger Sub, Company Merger Sub, and Target, ans subject to Bannix shareholder’s approval.Target.

As of December 31, 20242025 and 2023,2024, the marketable security had a FV of $2,462$8 and $1,692,$2,462 , respectively.

Other incomeexpenses for the year ended December 31, 20242025 was $21,320,142,$405,655, an increase of $37,313,162$21,725,173 or 217%102% from $15,993,020$21,320,142 expensesincome for the same period in 2023.2024. The increase in other incomeexpense was was principally due to i) a gain from debt extinguishment of $7,800,449; ii) gain from change in FV of derivative liability by $14,035,071; iii) reductionincrease in interest expense and financing costs of $457,436.$403,201.

Net incomeloss for the year ended December 31, 20242025 was $20,675,445$720,934 compared to the net lossincome of $17,771,626$20,412,777 for the same period in 20232024 due to the factors described above.

Our cash was $125$595 and $529$125 at December 31, 20242025 and 2023, 2024, respectively. Cash provided by operating activities during the year ended December 31, 20242025 was $27,142,$470, compared to $51,341$27,142 used inprovided by operating activities during the same period in 2023.2024. The amount provided by operating activities for the year ended December 3131, 2024 2025 was primarily related to a net incomeloss of $20,675,445$720,934 and offset by amortization of debt discount of $46,003, excess of debt discount and financing costs of $7,084, change in FV of derivative liability of $14,035,071, change in FV of market equity security of $10,000, gain on debt extinguishment of $7,800,449,$2,454, and net working capital increase of $1,087,393. $718,9500. Our working capital position changed by going from a working capital deficit of $31,781,634 at December 31, 2023 to a working capital deficit of $9,940,379 at December 31, 2024.2024 to a working capital deficit of $10,521,007 at December 31, 2025.

The amount used in operating activities for the year ended December 31, 20232024 was primarily related to a net lossincome of $17,771,626$20,675,445 and offset by amortization of debt discount of $322,933,$46,003, excess of debt discount and financing costs of $1,462,446,$7,084, change in FV of derivative liability of $13,759,482,$14,035,071, change in FV of market equity security of $10,000, gain on debt extinguishment of $315,297, loss on loss of control of $38,385, shares issued for services of 80,000, change in fair value of market equity security of $10,992,$7,800,449, and net working capital deficit increase of $13,259,588.$1,087,393. Our working capital position changed by going from a working capital deficit of $31,781,634 at December 31, 2023 to a working capital deficit of $9,940,379 at December 31, 2024.

Cash used in financing activities for the year ended December 31, 20242025 was $27,546,$0, compared to $38,182$27,546 providedused byin the same period in 2023.2024. The decrease is due to the repayment of notes payable of $27,546 $27,546.in prior year.

We obtained a net incomeloss of $20,675,445$720,934 for the year ended ended December 31, 2024.2025. In addition, we had a working capital deficit of $9,940,379$10,521,007 and an accumulated deficit of $295,278,233$295,996,525 at December 31, 2024.2025.

The Company does not accrue or capitalize development costs (or any costs to this effect) and expense it to its profit and loss statements as required by US GAAP. As such, the Company incurred a net loss of $187,710$573,651 for the threesix months ended MarchJune 31,30, 2026. If we incur additional significant operating losses, our stock price, may decline, perhaps significantly. Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are an emerging enterprise, we expect that net losses will continue, and our working capital deficiency will increase.

The Company had a stockholders’ deficit of $9,960,195$10,276,107 and an accumulated deficit of $296,184,220$296,570,132 at MarchJune 31,30, 2026.

This section of the report should be read together with Footnotes of the Company audited financials for the year ended December 31, 2024,2025, the unaudited statements of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 are compared in the sections below.

Three Months Ended MarchJune 31,30, 2026 and 2025

A comparison of the statements of operations for the three months ended MarchJune 31,30, 2026 and 2025 is as follows :

Operating expenses for the three months ended March 31,June 30, 2026 were $7,295,$77,628, compared to $3,161$114,010 for the same period in 2025.2025, representing a decrease of $36,382, or 32%. The increase of $4,134 or 131%decrease was principallyprimarily dueattributable to the absence auditof andmarketing consultingexpenses fees incurred induring the three months ended MarchJune 31,30, 2026.2026, as the Company reduced its marketing activities due to liquidity constraints.

Other income (expense) for the three months ended MarchJune 31,30, 2026 was $(180,415308,313), an increase of $81,176$206,769 or 82%204% from expense of $(99,239101,544) for the same period in 2025. The change is mainly due to an increase in derivative liabilities and amortization of debt discount.

Net income (loss) for the three months ended MarchJune 31,30, 2026 was $(181,710385,941) compared to $(102,400215,554) for the same period in 2025 due to the factors described above.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has an accumulated deficit of 296,184,220 296,570,132 and has a working capital deficit of $10,585,707$10,869,592 as of MarchJune 31,30, 2026, which raises substantial doubt about its ability to continue as a going concern.

Our cash and cash equivalent were $262$0 and $144 at June March 31,30, 2026 and 2025, respectively. Cash provided by (used in) operating activities during the period ended MarchJune 31, 30, 2026 was $333$635 compared to $19$125 during the same period in 2025. The amount provided by operating activities for the period ended June March 31,30, 2026 was primarily related to a net loss of $187,710, $693,651, change in fair value of derivative liability of 120,000,52,800, change of accounts payable of $94,494$16,742 and offset by debt discount exceed of face value of 180,000180,000, stock based compensation of $60,000 and accounts payable – related parties of $202,512. Our working capital position changed by going from a working capital deficit of $10,521,007 at December 31, 2025 to a working capital deficit of $10,585,707 at March 31, 2026.$245,536.