6-K

Guardforce AI Co., Ltd. (GFAI)

6-K 2022-06-28 For: 2022-06-27
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Added on April 08, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 OF THE

SECURITIESEXCHANGE ACT OF 1934

For the month of June 2022

Commission File Number 001-40848

GUARDFORCEAI CO., LIMITED

(Translation of registrant’s name into English)

10Anson Road, #28-01 International Plaza

Singapore079903

(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 June 24, 2022, Guardforce AI Co., Limited (the “Company”) issued a press release announcing that it had closed the acquisition of Beijing Wanjia Security System Co., Ltd. from Shenzhen Yeantec Co., Limited. A copy of that press release is attached as Exhibit 99.1 hereto.

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.

EXHIBITINDEX

Exhibit No. Description
99.1 Press Release: Guardforce AI Announces Closing of Previously Anounced Acquisition of Beijing Wanjia Security System Co., Ltd., June 24, 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: June 27, 2022 Guardforce AI Co., Limited
By: /s/<br> Lei Wang
Lei Wang
Chief Executive Officer

2

Exhibit 99.1

Guardforce AI Announces Closing of PreviouslyAnnounced Acquisition of Beijing Wanjia Security System Co.,Ltd

The AcquisitionStrengthens Guardforce AI’s Integrated Security Solutions in China

NEW YORK, NY / June 24, 2022 / Guardforce AICo., Limited (“Guardforce AI” or the “Company”) (NASDAQ:GFAI,GFAIW), an integrated security solutions provider, announced today that it has acquired Beijing Wanjia Security System Co., Ltd. (“BJWJ”) from Shenzhen Yeantec Co., Limited (“Yeantec”) for approximately US $8.4 million. BJWJ is an integrated security solution provider with more than 25 years of experience, focusing on fire alarm security systems, and a well-established customer base among retail businesses. The acquisition was paid for in a combination of cash (10%) and restricted ordinary shares of the Company (90%) at the previously agreed price of U.S. $2.00 per share.

As previously announced, on May 24, 2022, Guardforce AI entered into two definitive agreements to acquire a total of eight companies in China. The second definitive agreement, to acquire an additional seven companies from Shenzhen Kewei Robot Technology Co., Limited (“Kewei”), is still expected to close in the third quarter of 2022. The seven companies to be acquired from Kewei are established providers of Robotics-as-a-Service (RaaS) solutions in their respective markets in China.

Terence Yap, Chairman of Guardforce AI, noted, “The acquisition of a well-established integrated security solution provider in Beijing is truly transformative for Guardforce AI as it not only strengthens our foothold in Asia, but also expands our integrated security capabilities. Importantly, this acquisition brings to Guardforce AI an established customer base among retail businesses in different industries. Our global expansion strategy not only includes expanding geographically, but also building a more diverse customer base. We look forward to leveraging these newly acquired capabilities across our global platform and accelerating the commercial rollout of our integrated security initiatives. Additionally, we look forward to closing the acquisition of Kewei’s seven robotics companies in the third quarter of 2022.”

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 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

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