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 September 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): ☐
Departure of Directors or Certain Officers and Appointment of Directors
or Certain Officers
On August 31, 2022, Guardforce AI Co., Limited
(the “Company” or “Guardforce AI”) announced that Terence Wing Khai Yap (“Mr. Yap”) resigned as the
Chairman of the Board of the Company, and Ms. Chung Chi Ng (“Ms. Ng”) resigned as the Chief Financial Officer of the Company,
effective as of August 31, 2022. Mr. Yap and Ms. Ng’s decisions to resign were not the result of any dispute or disagreements with
the Company on any matter relating to the Company’s operation, policies (including accounting or financial policies) or practices.
On the same date, the board of directors (the
“Board”) of the Company appointed Ms. Lei Wang (“Ms. Wang”) as the Chairman of the Board of the Company, Mr. Lin
Jia (“Mr. Jia”) as the President of the Company, Mr. Yu-Heng Ma (“Mr. Ma”) as the Chief Financial Officer of the
Company and Mr. Mingchang Liu (“Mr. Liu”) as the Chief Technology Officer of the Company.
Lei Wang has been the Chief Executive Officer
of Guardforce AI since June 2019 and a Director of Guardforce AI since January 2020. Ms. Wang also served as the Chairman of the Supervisory
Board, Director and Vice President, Board Vice Chairman and Chief Executive Officer, and Board Vice Chairman of China Security & Fire
Co., Ltd. (A-Share Stock Code of PR China: SH600654). She brings more than 15 years of capital markets and security industry experience.
Ms. Wang graduated with a Master of Business Administration from the Chinese University of Hong Kong.
Prior to his appointment as President, Lin Jia
served as Guardforce AI’s Head of Research & Development since May 2022. He brings extensive experience in the robotics industry,
having served as the Chief Operating Officer and Chief Technology Officer at Shenzhen Intelligent Guardforce Robot Co., Ltd, a leading
robotics company that specializes in the design, manufacturing, and application of service robots in Mainland China. During this time,
he led a team of more than 300 R&D engineers to develop Robotics-as-a-Service (RaaS), Platform-as-a-Service (PaaS), and Software-as-a-Service
(SaaS) products, as well as the hardware framework for indoor universal mobile robots. He also established and managed the sales, marketing,
and technical teams for the RaaS business in more than 30 cities across Mainland China. Previously, Mr. Jia served as the Deputy General
Manager at Shenzhen Kewei Robot Technology Co., Ltd where he oversaw daily operations of the Sales, Marketing, Tech Support, and Product
departments. Prior to that, he worked as Manager of the Supply Chain & Product Center at Shenzhen Zhongzhi Kechuang Robot Co., Ltd
and Deputy Manager of Product Center. Mr. Jia graduated from the University of Electronic Science and Technology of China with a Master’s
degree in Engineering and obtained his Bachelor of Engineering degree from the Harbin Institute of Technology.
Yu-Heng Ma brings more than 20 years of experience
in finance and accounting, including with several publicly listed companies. He previously served as Chief Financial Officer at China
Grand Star Luxury Cars Investment Holdings Limited, where he oversaw the deployment of strategic business plans to achieve accounting,
compliance, and revenue targets. He also served as Chief Financial Officer & Executive Vice President of Summi Group (HKEX:00756),
where he was responsible for fundraising, bank loan restructuring, and developing import and distribution strategies to increase profit
margins. Prior to joining Summi, he was a Vice President of Taipei Fubon Commercial Bank (TWEX:2881) and held senior financial positions
at other banks. Mr. Ma has been an independent non-executive director of China Fordoo (HKEX:02399) since March 16, 2022 and U-ton Future
(HKEX:06168) since May 25, 2022. Mr. Ma is a member of Certified Practising Accountant Australia. Mr. Ma graduated from Da-Yeh University
in Taiwan with an MBA degree and from Soochow University in Taiwan with a Bachelor of Business Administration degree in Business Mathematics.
Mingchang Liu has served as Manager of the Technical
Development Department at Shenzhen GFAI Robot Technology Co., Ltd, a wholly-owned and recently acquired subsidiary of Guardforce AI since
March 2022. Since joining the Company, he has been responsible for product globalization and localization, conception and construction
of the product business models and external cooperation. He specializes in globalization of high-tech products and is experienced in developing
multi-language AI voice interaction solutions. He has also led a team launching related technology solutions on three robotic applications.
Mr. Liu is experienced in vision algorithm image processing signal chain based on Field Programmable Gate Array (FPGA). Previously, he
worked as Manager of the Technical Development Department at Guardforce AI (Hong Kong) Co., Ltd, a wholly-owned subsidiary of Guardforce
AI. Prior to that, Mr. Liu served as Manager of the Technical Department in the Global Business Center at Shenzhen Intelligent Guardforce
Robot Technology Co., Ltd. Mr. Liu graduated from the University of Liverpool with a Master’s degree in Microelectronics Systems.
Ms. Wang, Mr. Jia, Mr. Ma and Mr. Liu were appointed
until her or his successor are duly elected and qualified. There are no arrangements or understandings among Ms. Wang, Mr. Jia, Mr. Ma
and Mr. Liu and any other persons pursuant to which they were selected the Chairman of the Board, the President, the Chief Financial Officer
and the Chief Technology Officer. There are no family relationships among the newly appointed Chairman of the Board, the President, the
Chief Financial Officer, the Chief Technology Officer and our directors or officers that would require disclosure under Item 401(d) of
Regulation S-K. There has been no transaction, nor is there any currently proposed transaction, between any of the above director and
officers and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On August 31, 2022, the Company entered into a
consulting agreement with Ms. Wang, effective as of August 31, 2022 (the “Wang Consulting Agreement”). The Wang Consulting
Agreement provides Ms. Wang with an annual base salary of $390,000.
On the same day, the Company entered into a consulting
agreement with Mr. Jia, effective as of August 31, 2022 (the “Jia Consulting Agreement”). The Jia Consulting Agreement provides
Mr. Jia with an annual base salary of $140,000.
On the same day, the Company entered into a consulting
agreement with Mr. Ma, effective as of August 31, 2022 (the “Ma Consulting Agreement”). The Ma Consulting Agreement provides
Mr. Ma with an annual base salary of $210,000.
On the same day, the Company entered into a consulting
agreement with Mr. Liu, effective as of August 31, 2022 (the “Liu Consulting Agreement”). The Liu Consulting Agreement provides
Mr. Liu with an annual base salary of $80,000.
The summary of the Wang Consulting Agreement,
Jia Consulting Agreement, Ma Consulting Agreement and Liu Consulting Agreement set forth above does not purport to be complete and is
qualified in its entirety by reference to the full text of the their consulting agreements, a form of which is attached to this Report
on Form 6-K as Exhibit 10.1 and incorporated by reference herein.
The Company issued a press release on August 31,
2022, announcing the appointment of Ms. Wang, Mr. Jia, Mr. Ma and Mr. Liu as the Company’s Chairman of the Board, the President,
the Chief Financial Officer and the Chief Technology Officer, a copy of which is attached to this Form 6-K as Exhibit 99.1.
This current report of Form 6-K and the attached
Exhibit 99.1 press release 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, (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, and (iii) the prospectus dated June 14, 2022 contained in the Company’s
Post-Effective Amendment No. 1 to the Form F-1 registration statement on Form F-3 (SEC File No. 333-258054) declared effective by the
Securities and Exchange Commission on June 14, 2022.
EXHIBIT INDEX
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: September 2, 2022 |
Guardforce AI Co., Limited |
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|
|
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By: |
/s/ Lei Wang |
| |
Lei Wang |
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Chief Executive Officer |
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Exhibit
10.1
Consulting
Agreement
This
Consulting Agreement (the “Agreement” or “Consulting Agreement”) states the terms and conditions that govern
the contractual agreement between Guardforce AI Co., Limited having its registered office at Cricket Square, Hutchins Drive, P.O. Box,
Grand Cayman, KY1-1111, Cayman Islands (the “Client”), and _______ (the “Consultant”) who agrees to be bound
by this Agreement.
WHEREAS,
the Consultant offers consulting services in day-to-day management of the operational functions and financial performances of the
robotic business; and
WHEREAS,
the Client desires to retain the services of the Consultant to render consulting services with regard to day-to-day management of
the operational functions and financial performances of the robotic business consulting services according to the terms and conditions
herein.
NOW,
THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Consultant and the Client (individually,
each a “Party” and collectively, the “Parties”) covenant and agree as follows:
1.
Term
As
the position President, this Agreement shall begin on Aug 31, 2022 and continue for three years. Either Party may terminate this Agreement
for any reason with 60 days written notice to the other Party.
2.
Consulting Services
The
Consultant agrees that it shall provide its expertise to the Client for all things pertaining to day-to-day management of the operational
functions and financial performances of the robotic business (the “Consulting Services”).
3.
Compensation
In
consideration for the Consulting Services, the Client shall pay the Consultant at the rate of USD per year.
4.
Intellectual Property Rights in Work Product
The
Parties acknowledge and agree that the Client will hold all intellectual property rights in any work product resulting from the Consulting
Services including, but not limited to, copyright and trademark rights. The Consultant agrees not to claim any such ownership in such
work product’s intellectual property at any time prior to or after the completion and delivery of such work product to the Client.
5.
Confidentiality
The
Consultant shall not disclose to any third party any details regarding the Client’s business, including, without limitation any
information regarding any of the Client’s customer information, business plans, or price points (the “Confidential Information”),
(i) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for
personal use or for distribution unless requested to do so by the Client, or (ii) use Confidential Information other than solely for
the benefit of the Client.
6.
Noncompetition
During
the term of this Agreement and for 2 years thereafter, the Consultant shall not engage, directly or indirectly, as an employee, officer,
manager, partner, manager, consultant, agent, owner or in any other capacity, in any competition with the Client or any of its subsidiaries,
including any company engaged in AI robotics business.
7.
Nonsolicitation of Customers
During
the term of this Agreement and for 2 years thereafter, the Consultant will not, directly or indirectly, solicit or attempt to solicit
any business from any of the Company’s clients, prospects, employees or contractors.
8.
Nonsolicitation of Employees
During
the term of this Agreement and for 2 years thereafter, the Consultant will not, directly or indirectly, recruit, solicit, or induce,
or attempt to recruit, solicit, or induce, any of the Company’s employees, or contractors for work at another company.
9.
Indemnification
The
Client agrees to indemnify, defend, and protect the Consultant from and against all lawsuits and costs of every kind pertaining to the
Client’s business including reasonable legal fees due to any act or failure to act by the Client based upon the Consulting Services.
10.
No Modification Unless in Writing
No
modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.
11.
Applicable Law
This
Consulting Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of Cayman Islands
and subject to the exclusive jurisdiction of the federal and state courts located in Cayman Islands.
IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement effective as of the date written below.
| |
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| NAME: [Officer Name] |
|
| DATE: August 31, 2022 |
|
GUARDFORCE
AI CO., LTD.
| |
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| AUTHORIZED SIGNATORY |
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| DATE: August 31, 2022 |
|
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Exhibit 99.1
Guardforce AI Announces
New Executive Leadership Team
NEW YORK, NY / August 31, 2022 / Guardforce
AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ:GFAI, GFAIW), an integrated security solutions
provider, today announced a series of appointments to form a new management team to support the Company’s accelerated growth in
the robotics and information security markets.
Ms. Lei (Olivia) Wang, who serves as Chief Executive
Officer of Guardforce AI, has been appointed Chairman of the Board, and will continue to serve as Chief Executive Officer. Mr. Lin Jia
has been appointed President. Mr. Yu-Heng (Brian) Ma has been appointed Chief Financial Officer and Mr. Mingchang (Leonardo) Liu has been
appointed Chief Technology Officer.
The Company also announced that, effective August
31, 2022, Mr. Wing Khai (Terence) Yap resigned from his position as Chairman of the Board to pursue other interests. Also effective August
31, 2022, Ms. Chung Chi (Cynthia) Ng resigned from her position as the Company’s Chief Financial Officer to pursue other interests.
The resignations of Mr. Yap and Ms. Ng were not the result of any disagreements with the executive management of the Company.
Effective August 31, 2022, Guardforce AI’s
senior management team will be comprised of the following persons:
Lei (Olivia) Wang: Chairman & Chief Executive
Officer
Lei (Olivia) Wang has been the Chief Executive
Officer of Guardforce AI since June 2019 and a Director of Guardforce AI since January 2020. Ms. Wang also served as the Chairman of the
Supervisory Board, Director and Vice President, Board Vice Chairman and Chief Executive Officer, and Board Vice Chairman of China Security
& Fire Co., Ltd. (A-Share Stock Code of PR China: SH600654). She brings more than 15 years of capital markets and security industry
experience. Ms. Wang graduated with a Master of Business Administration from the Chinese University of Hong Kong.
Lin Jia: President
Prior to his appointment as President, Lin Jia
served as Guardforce AI’s Head of Research & Development since May 2022. He brings extensive experience in the robotics industry,
having served as the Chief Operating Officer and Chief Technology Officer at Shenzhen Intelligent Guardforce Robot Co., Ltd, a leading
robotics company that specializes in the design, manufacturing, and application of service robots in Mainland China. During this time,
he led a team of more than 300 R&D engineers to develop Robotics-as-a-Service (RaaS), Platform-as-a-Service (PaaS), and Software-as-a-Service
(SaaS) products, as well as the hardware framework for indoor universal mobile robots. He also established and managed the sales, marketing,
and technical teams for the RaaS business in more than 30 cities across Mainland China. Previously, Mr. Jia served as the Deputy General
Manager at Shenzhen Kewei Robot Technology Co., Ltd where he oversaw daily operations of the Sales, Marketing, Tech Support, and Product
departments. Prior to that, he worked as Manager of the Supply Chain & Product Center at Shenzhen Zhongzhi Kechuang Robot Co., Ltd
and Deputy Manager of Product Center. Mr. Jia graduated from the University of Electronic Science and Technology of China with a Master’s
degree in Engineering and obtained his Bachelor of Engineering degree from the Harbin Institute of Technology.
Yu-Heng (Brian) Ma: Chief Financial Officer
Yu-Heng Ma brings more than 20 years of experience
in finance and accounting, including with several publicly listed companies. He previously served as Chief Financial Officer at China
Grand Star Luxury Cars Investment Holdings Limited, where he oversaw the deployment of strategic business plans to achieve accounting,
compliance, and revenue targets. He also served as Chief Financial Officer & Executive Vice President of Summi Group (HKEX:00756),
where he was responsible for fundraising, bank loan restructuring, and developing import and distribution strategies to increase profit
margins. Prior to joining Summi,he was a Vice President of Taipei Fubon Commercial Bank (TWEX:2881) and held senior financial positions
at other banks. Mr. Ma has been an independent non-executive director of China Fordoo (HKEX:02399) since March 16, 2022 and U-ton Future
(HKEX:06168) since May 25, 2022. Mr. Ma is a member of Certified Practising Accountant Australia. Mr. Ma graduated from Da-Yeh University
in Taiwan with an MBA degree and from Soochow University in Taiwan with a Bachelor of Business Administration degree in Business Mathematics.
Mingchang (Leonardo) Liu: Chief Technology
Officer
Mingchang (Leonardo) Liu has served as Manager
of the Technical Development Department at Shenzhen GFAI Robot Technology Co., Ltd, a wholly-owned and recently acquired subsidiary of
Guardforce AI since March 2022. Since joining the Company, he has been responsible for product globalization and localization, conception
and construction of the product business models and external cooperation. He specializes in globalization of high-tech products and is
experienced in developing multi-language AI voice interaction solutions. He has also led a team launching related technology solutions
on three robotic applications. Mr. Liu is experienced in vision algorithm image processing signal chain based on Field Programmable Gate
Array (FPGA). Previously, he worked as Manager of the Technical Development Department at Guardforce AI (Hong Kong) Co., Ltd, a wholly-owned
subsidiary of Guardforce AI. Prior to that, Mr. Liu served as Manager of the Technical Department in the Global Business Center at Shenzhen
Intelligent Guardforce Robot Technology Co., Ltd. Mr. Liu graduated from the University of Liverpool with a Master’s degree in Microelectronics
Systems.
Lei Wang, the new Chairman of Guardforce AI, stated,
“The Company and Board of Directors would like to express our sincere gratitude to Terence and Cynthia for their significant contributions
and outstanding leadership they provided Guardforce AI over the years. Terence has been instrumental in transforming Guardforce AI during
his tenure as Chairman, culminating in our uplisting to the Nasdaq Capital Market. We are also thankful to Cynthia for her contributions
that have provided Guardforce AI with a solid foundation for long-term financial success. Terence and Cynthia will be missed by the Guardforce
AI team, and we wish them success in their future endeavors.”
“The breadth of global experience, the leadership
qualities and values of our new leadership team are ideal for leading Guardforce AI through the next phase of our strategic journey, focusing
on robotic solutions and information security services. We have rapidly transformed into a globally integrated security solutions provider,
and we believe this new team with tremendous experience in the robotics industry and capital markets will help the Company rapidly scale
and expand our global footprint.”
“We are accelerating the rollout of our
RaaS platform through both acquisitions and organic growth strategies. Our goal is to capture a significant share of the rapidly growing,
multi-billion-dollar RaaS market. Towards this end, we are focused on expanding the scope of our RaaS platform; accelerating the development
of new cybersecurity, robotics, and AI applications; and seeking strategic opportunities to acquire or partner with leading security industry
companies to enhance our technology capabilities and expand our global presence. We believe the outlook for Guardforce AI is brighter
than ever, as we advance towards our goal of becoming a leading global provider of RaaS service,” concluded Ms. Wang.
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 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.
Safe Harbor Statement
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 Securities and Exchange Commission.
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.
Investor Relations:
David Waldman or Natalya Rudman
Crescendo Communications, LLC
Email: gfai@crescendo-ir.com
Tel: 212-671-1020
Guardforce AI Corporate Communications
Hu Yu
Email: yu.hu@guardforceai.com
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