6-K

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, November 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): ☐

As previously disclosed, on May 27, 2022, Guardforce AI Co., Limited (the “Company”) received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq rules for continued listing on the Nasdaq, and the Company was provided 180 calendar days, or until November 23, 2022, to regain compliance.

The Company’s ordinary shares have not regained compliance with the minimum $1 bid price per share requirement. However, on November 28, 2022, the Company received a written notification (the “Notification Letter”) from Nasdaq, notifying the Company that it is eligible for an additional 180 calendar day period, or until May 22, 2023, to regain compliance.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s ordinary shares for any consecutive period of 30 business days from May 27, 2022 to November 23, 2022, the Company does not meet the minimum bid price requirement.

The Notification Letter does not impact the Company’s listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an additional 180 calendar days, or until May 22, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by May 22, 2023, the Company may face delisting.

The Company’s business operations are not affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its ordinary shares and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding ordinary shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

On November 22, 2022, the Company issued a press release announcing that they launched innovative “AIoT” robot advertising model for its robot-as-a-service business. A copy of that press release is attached as Exhibit 99.1 hereto.

This report on Form 6-K is 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 (the “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 Commission on February 9, 2022; and (iii) the prospectus contained in the Company’s Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (SEC File No. 333-258054) declared effective by the Commission on June 14, 2022.

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EXHIBIT INDEX

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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.

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Exhibit 99.1

Guardforce AI Launches Innovative “AIoT”Robot Advertising Model for its Robot-as-a-Service Business

Launching a new mobileapplication on the Apple App Store

NEW YORK, NY / November 22, 2022 / GuardforceAI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an integrated AI and Robot-as-a-Service (RaaS) provider, today announced the formal launch of its Artificial Intelligence of Things (AIoT) Robot Advertising (RA) model and its mobile application, GFAI AD, on the Apple App Store in Asia. The AIoT RA model enables advertisers to publish advertisements on Guardforce AI’s robots and make more informed marketing decisions with data feedback from the Guardforce AI Intelligent Cloud Platform (GFAI ICP). As a part of the AIoT RA rollout, the initial launch of the mobile app is commencing with robots in Macau, with additional markets to follow.

Guardforce AI has managed approximately 6,000 robots deployed globally. Most robots are placed at the entrances of hotels, restaurants, supermarkets, offices and residential buildings, which are high-volume traffic points. While providing concierge, order and queue systems, and disinfection services, the robot screens could be used for advertisers to achieve more customized, cost-efficient and precise marketing strategies that better reach their target audiences. Advertisers can choose different scenarios, hours, repetitions and locations where they predict their target audiences will most frequently visit, and fine-tune their campaign through real-time data feedback, by monitoring key metrics such as exposure and customer engagement.

Through the AIoT RA services, Guardforce AI has transformed its omnipresent robots into intermediaries that connect customers and advertisers under numerous service scenarios. The connection has been further strengthened with the launch of a mobile application. The mobile app, integrated with an e-payment function, provides more convenient access for advertisers around the world to place ad orders and transform Digital Out-of-Home (DOOH) advertising to be more agile and responsive to advertisers’ changing needs and demands.

Evolved from the Web to mobile application services, our DOOH advertising supports both corporate and consumer needs by broadcasting ideas and creative content. The latest upgrades are expected to enhance the Company’s global advertising capabilities and further differentiate the company’s RaaS solution capacities.

Olivia Wang, Chairwoman and Chief Executive Officer of Guardforce AI, stated, “Digital advertising, especially the DOOH market is growing rapidly in the Asia Pacific region. According to ResearchAndMarkets, the Asia Pacific DOOH advertising market is projected to grow 14.1% annually and reach $55.2 billion by 2030. Our AIoT RA model app, combined with the GFAI ICP capabilities and a growing customer base, provide many distinct advantages. These benefits include the ability to deliver interactive ads, as well as enhanced data analysis and operational support, while providing users continuous feedback, thereby making it easier for advertisers to find target audiences and achieve intelligent, high-quality, and cost-effective smart advertising. We initially piloted the AIoT RA web-based model in Macau in 2021. Based on the overwhelmingly positive feedback, we are now launching the app, first in Macau, with other markets to follow soon thereafter. We believe this new advertising model opens up more opportunities for robotic services, thereby having a positive impact on both our top and bottom-line results.”

About Guardforce AI Co., Ltd.

Guardforce AI Co., Ltd. (NASDAQ:GFAI, GFAIW) is a global security solutions provider, building on its legacy secured logistic business, while expanding and transforming it into an integrated AI and Robot-as-a-Service (RaaS) business. With more than 40 years of professional experience and a strong customer foundation, Guardforce AI is developing RaaS solutions that improve operational efficiency, quickly establishing its presence in the Asia Pacific region, while expanding globally. For more information, visit www.guardforceai.com Twitter: @Guardforceai

Safe Harbor Statement

This press release contains statements thatdo not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of theU.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their useof 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 areneither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptionsregarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economyand other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risksand changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks describedin 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 shouldnot 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 becauseof 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