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 April 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): ☐

 

 

  

 

 

 

 

On April 8, 2022, Guardforce AI Co., Limited (the “Company”) issued a press release relating to the initiation of its marketing of its robotic solutions within the hotel industry. A copy of that press release is attached as Exhibit 99.1 hereto.

 

On the same day, the Company issued a press release announcing the closing of its registered direct offering of 8,739,351 ordinary shares, par value $0.003 per share, of the Company, at a price of $1.15 per share, for aggregate gross proceeds of approximately $10.05 million, before underwriting discounts and other offering expenses. A copy of that press release is attached as Exhibit 99.2 hereto.

 

These reports of Form 6-K and the attached Exhibits 99.1 and 99.2 press releases are incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective by the Securities and Exchange Commission on January 5, 2022 and (ii) the prospectus dated February 9, 2022 contained in the Company’s registration statement on Form F-3 (SEC File No. 333-262441) declared effective by the Securities and Exchange Commission on February 9, 2022.

 

EXHIBIT INDEX

 

Exhibit No.     Description
99.1   Press Release: Guardforce AI Initiates Applications Robotic Solutions Upgrades for Hotels, dated April 8, 2022
99.2   Press Release: Guardforce AI Announces Closing of $10.0 Million Registered Direct Offering, dated April 8, 2022

 

 

1 

 

 

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: April 8, 2022 Guardforce AI Co., Limited
     
  By: /s/ Lei Wang
  Lei Wang
  Chief Executive Officer

 

 

2

 

 

Exhibit 99.1

 

 

 

Guardforce AI Initiates Robotics Solutions Upgrades for Hotels Through Mutual Agreement with Blue Pin

NEW YORK, April 8, 2022 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (Nasdaq: GFAI, GFAIW), an integrated security solutions provider, today announced it has entered into a mutual agreement with Blue Pin (HK) Limited (“BP”) to integrate BP’s Guest Services RobotTM (“GSR”) into the Company’s concierge robots (T-series) and co-market the integration within the hotel industry.

BP is a leading software provider specializing in hotel automation technologies. Its flagship solution, GSR, is designed to offer a customizable digital solution that allows hotels to improve guest engagement and daily operations. This integration between Guardforce AI and BP will enable a series of self-services including online booking, check-in, and check-out.

Commencing on April 1, 2022, Guardforce AI began testing the GSR technology in the Asia Pacific region which is well known for entertainment and hospitality. This cooperation with BP allows Guardforce AI to expand the usability and application of its robotic solutions, which can be duplicated in other regions where the Company has operations.

Lei Wang, CEO of Guardforce AI, commented, “This project is an exciting milestone for Guardforce AI as we dive deeper in the hospitality industry and provide enhanced innovative robotic solutions that meet the complex requirements our clients demand. Post-pandemic, there is great potential in the Asia Pacific region’s hospitality industry and this partnership with BP aligns Guardforce AI to benefit from it.”

Gary Leung, CEO of Blue Pin, stated, “For Blue Pin, this agreement with Guardforce AI enables BP to access the expanding Guardforce AI customer base across nine major markets globally to further expand our business beyond Hong Kong. With the assistance from Guardforce AI, we hope to quickly expand our GSR service in other markets beyond the Asia Pacific region.”

A video interview accompanying this press release can be streamed here.

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

 

Exhibit 99.2

 

 

 

Guardforce AI Announces Closing of $10.0 Million Registered Direct Offering

 

NEW YORK, NY / ACCESSWIRE / April 8, 2022 / Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ:GFAI) (NASDAQ:GFAIW), an integrated security solutions provider, today announced the closing of its previously announced securities purchase agreement with certain institutional investors to purchase approximately $10.0 million worth of its ordinary shares in a registered direct offering.

 

Under the terms of the securities purchase agreement, the Company sold approximately 8.7 million shares of its ordinary shares at a price of $1.15 per share.

 

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $10.0 million, before deducting the placement agent’s fees and other estimated offering expenses.

 

EF Hutton, division of Benchmark Investments, LLC, acted as exclusive placement agent for the offering.

 

The offering of the ordinary shares described above were offered by the Company pursuant to a “shelf” registration statement on Form F-3 (File No. 333-261881) filed with the Securities and Exchange Commission (“SEC”) and declared effective by the SEC on January 5, 2022, and the accompanying prospectus contained therein.

 

The offering was made only by means of a prospectus supplement and accompanying prospectus. The final prospectus supplement and accompanying base prospectus relating to the securities being offered in the registered direct offering were filed with the SEC on April 8, 2022.

 

Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained on the SEC’s website at http://www.sec.gov or by contacting EF Hutton, division of Benchmark Investments, LLC, Attention: Syndicate Department, 590 Madison Avenue, 39th Floor, New York, NY 10022, by email at syndicate@efhuttongroup.com, or by telephone at (212) 404-7002.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

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