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, March 2022

 

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 ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

Entry into a Sale and Purchase Agreement

 

On March 11, 2022, Guardforce AI Co., Limited (the “Company”) entered into a Sale and Purchase Agreement (the “Agreement”) with Shenzhen Kewei Robot Technology Co., Limited (“Shenzhen Kewei”) relating to the previously proposed acquisition of Shenzhen Keweien Robot Service Co., Ltd. and Guangzhou Kewei Robot Technology Co., Ltd. from Shenzhen Kewei. This acquisition is expected to serve an integral role in the growth of Guardforce AI’s robotics as a service (RaaS) business initiative. This acquisition is expected to be closed by end of April 2022.

 

A press release was issued on March 11, 2022 and is attached as Exhibit 99.1 hereto.

 

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EXHIBIT INDEX

 

Exhibit No.     Description
99.1   Press Release: Guardforce AI Enters into Agreement to Expand Robotics as a Service (RaaS) to China’s Greater Bay Area dated March 11, 2022

 

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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: March 13, 2022 Guardforce AI Co., Limited
     
  By: /s/ Lei Wang
  Lei Wang
  Chief Executive Officer

 

 

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Exhibit 99.1

 

 

 

Guardforce AI Enters into Agreement to Expand Robotics as a Service (RaaS) to China’s Greater Bay Area

 

~Signs Definitive Agreement to Acquire Shenzhen Keweien & Guangzhou Kewei~

 

NEW YORK, March 11, 2022 -- Guardforce AI Co., Limited (“Guardforce AI” or “Company”) (Nasdaq: GFAI, GFAIW), an integrated security solutions provider, announced today the signing of the definitive agreement of the previously proposed acquisition of Shenzhen Keweien Robot Service Co., Ltd (“SZ”) and Guangzhou Kewei Robot Technology Co., Ltd (“GZ”). This acquisition is expected to serve an integral role in the growth of Guardforce AI’s robotics as a service (RaaS) business initiative. This acquisition is expected to be closed by end of April 2022.

 

The acquisition purchase price of US$10,000,000 will be paid in a mix of cash (10%) and restricted ordinary shares of the Company (90%). Guardforce AI is presently listed on the U.S. Nasdaq Capital Market under the symbol “GFAI.” For purposes of the definitive acquisition agreement, each share will be valued at US$4.20.

 

SZ and GZ are based in the Greater Bay Area, one of the fastest-growing economic regions in China with both Shenzhen and Guangzhou ranking among the top 10 largest Chinese cities and among the 30 largest cities globally. Focused on the hospitality, healthcare, property management, and government sectors, SZ and GZ derive revenues from AI robotic services which automate repetitive tasks, making them less labor intensive.

 

The Company has reiterated its 2022 full-year revenue expectations of US$55-60 million, representing growth of more than 66% as compared to 2021.

 

About Guardforce AI Co., Ltd.

 

Guardforce AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a global integrated security solutions provider that is focused on developing robotic solutions and information security services that complement its well-established secured logistics business. With more than 40 years of professional experience, Guardforce AI is a trusted brand name that protects and transports the high-value assets belonging to public and private sector organizations. Guardforce AI develops and provides innovative technologies and services that enhance safety and protection.

 

For more information, visit www.guardforceai.com

 

Forward Looking Statements

 

This press release contains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of terms and phrases such as anticipate, appear, believe, continue, could, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue, will, would and other similar terms and phrases, as well as the use of the future tense. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks described in our registration statements and reports under the heading “Risk Factors” as filed with the SEC. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements in this press release speak only as of the date hereof. Unless otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether because of new information, future events or otherwise.

 

Media Relations

Patrick Yu

Email: patrick.yu@fleishman.com

Phone: (+852) 2586-7877

 

Investor Relations

Shannon Devine
Email: GFAI@mzgroup.us

Phone: +1 203-741-8811

 

Guardforce AI Corporate Communications

Hu Yu

Email : yu.hu@guardforceai.com