6-K
Guardforce AI Co., Ltd. (GFAI)
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, October 2021
Commission File Number 001-40848
GUARDFORCE AI CO., LIMITED
(Translation of registrant’s name into English)
96 Vibhavadi Rangsit Road, Talad Bangkhen, Laksi
Bangkok 10210, Thailand
(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): ☐
ITEM4.01 CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Former Independent Registered Public Accounting Firm
On October 25, 2021, Guardforce AI Co., Limited (the “Company”) dismissed its independent registered public accounting firm, Wei, Wei & Co., LLP (“Wei, Wei & Co.”), effective immediately.
The audit reports of Wei, Wei & Co. on the Company’s financial statements as of and for the fiscal years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and Board of Directors of the Company.
During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through October 25, 2021, the Company had no “disagreements” (as described in Item 304(a)(1)(iv) of Regulation S-K) with Wei, Wei & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Wei, Wei & Co., would have caused it to make reference in connection with its opinion to the subject matter of the disagreements.
During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through October 25, 2021, there was no “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K and the instructions related thereto.
In accordance with Item 304(a)(3) of Regulation S-K, the Company furnished Wei, Wei & Co. with a copy of this Current Report on Form 6-K on October 28, 2021, providing Wei, Wei & Co. with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company herein in response to Item 304(a) of Regulation S-K and if not, stating the respects in which it does not agree. Attached as Exhibit 16.1 is a copy of Wei, Wei & Co.’s letter addressed to the SEC relating to the statements made by the Company in this report.
New Independent Registered Public AccountingFirm
On October 19, 2021, the Audit Committee and the Board of Directors of the Company appointed PKF Littlejohn LLP (“PKF”) as its new independent registered public accounting firm to audit and review the Company’s financial statements.
During the Company’s two most recent fiscal years ended December 31, 2020 and 2019, and for the subsequent interim period through the date hereof prior to the engagement of PKF, neither the Company nor anyone on its behalf consulted PKF regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or on the type of audit opinion that might be rendered on the consolidated financial statements of the Company, and neither a written report nor oral advice was provided to the Company that PKF concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
Issuance of PressRelease
On October 29, 2021, the Company issued a press release announcing the engagement of MZ Group to lead a comprehensive strategic investor relations and financial communications program across all key markets and the appointment of PKF as its new independent registered public accounting firm.
The press release furnished in this report as Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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Item9.01 Financial Statements and Exhibits
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from Wei, Wei & Co., LLP, dated October 28, 2021. |
| 99.1 | Press Release dated October 29, 2021 |
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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: October 29, 2021 | Guardforce AI Co., Limited | |
|---|---|---|
| By: | /s/ Lei Wang | |
| Lei Wang | ||
| Chief Executive Officer |
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 16.1 | Letter from Wei, Wei & Co., LLP, dated October 28, 2021. |
| 99.1 | Press Release dated October 29, 2021 |
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Exhibit 16.1
| October 28, 2021 |
|---|
| U.S. Securities and Exchange Commission |
| Office of the Chief Accountant |
| 100 F Street Northeast |
| Washington, DC 20549-2000 |
| Commissioners: |
| We have read the statements of the Report of Foreign Private Issuer on Form 6-K of Guardforce AI Co., Limited (the “Registrant”) to be filed with the Securities and Exchange Commission on October 29, 2021. We agree with all statements pertaining to us. We have no basis on which to agree or disagree with the other statements of the Registrant contained therein. |
| Yours sincerely, |
| /s/ Wei, Wei & Co., LLP |
Exhibit 99.1
Guardforce AI Announces Strategic Partnerships
~ Engages MZ Group to Lead Strategic InvestorRelations and Shareholder Communication Program ~
~ Appoints New Auditor ~
NEW YORK, October 29, 2021 -- Guardforce AI Co., Limited (“Guardforce” or the “Company”) (Nasdaq: GFAI, GFAIW), an integrated security solutions provider in Asia, has announced today the Company has engaged international investor relations specialists MZ Group (“MZ”) to lead a comprehensive strategic investor relations and financial communications program across all key markets. In addition to the engagement of MZ, the Company also announced the appointment of PFK Littlejohn LLP (“PKF”) as its new independent registered public accounting firm.
MZ Group will work closely with Guardforce management to develop and implement a comprehensive capital markets strategy designed to increase the Company’s visibility throughout the investment community. The campaign will highlight how Guardforce is leveraging its nearly 40 years of experience in the security industry to build a leading Robot as a Service (RaaS) solution powered by Artificial Intelligence (AI) and managed by an intelligent online robotics platform, as well as complementary secured logistics, cybersecurity and managed security services.
MZ has developed a distinguished reputation as a premier resource for institutional investors, brokers, analysts and private investors. The firm maintains offices worldwide and was recently ranked No. 7 in the world in business communication.
Shannon Devine, Managing Director at MZ North America, will advise Guardforce in all facets of corporate and financial communications, including the coordination of roadshows and investment conferences across key cities and building brand awareness with financial and social media outlets.
Guardforce appointed PFK to replace Wei, Wei & Co., LLP as its new independent registered public accounting firm to perform interim review for June 30, 2021 and auditing for financial year 2021. The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and Board of Directors of the Company. PFK will perform the audit for the consolidated financial statements and issue a written report, all of which are to be included in the annual report (Form 20-F) proposed to be filed by the Company under the Securities Exchange Act of 1934.
PKF is ranked in the top 15 of global accountancy networks with presence in over 150 countries around the globe, 21,100 PKF partners and staff support private and listed businesses. PKF is PCAOB registered and serves as auditor to a number of US listed companies across a range of sectors, filing both IFRS and US GAAP accounts.
“Today’s announcements represent the evolution of Guardforce, and we could not be more pleased with the addition of MZ Group as our Investor Relations partner and PFK as our new public accounting firm. Both strategic partnerships are key components to our next phase of growth, and we look forward to working with both,” commented Terence Yap, Chairman of Guardforce.
Ted Haberfield, Chairman & President of MZ Group North America, commented, “Guardforce is an established leader in the secure logistics and physical security markets, with decades of experience protecting and transporting high-value assets for public and private sector customers in Thailand and the Asia Pacific region. Financial, retail and government institutions are continuing to outsource these operations to third-party service providers to reduce the risk and focus on core competencies. Guardforce has launched multiple strategic initiatives utilizing robotics in response to the significant market potential and demand arising from the need for automation within the security and facilities management industry segment. Mordor Intelligence anticipates the total addressable market worldwide for service robotics will grow to $212.6 billion by 2026 and grow at a CAGR of 44.9%. With its recent Nasdaq listing, we find the valuation disconnect at Guardforce to be a unique opportunity for investors and look forward to sharing this with our network of institutional investors and family offices.”
Shannon Devine added, “Guardforce continues to expand its leadership position in the secure logistics and physical security business throughout Thailand through 21 branches and a fleet of 478 secured vehicles. The Company works closely with its technology partners to develop the right tools to help its clients, leading to its RaaS solution dedicated to offering a variety of AI powered robots managed by an Intelligent Cloud Platform (ICP) that allows Guardforce to remotely manage and monitor deployed robots. Current models include intelligent reception, spray, concierge, delivery and patrol robots for commercial and public sectors. For customers looking to further harden their online assets, Guardforce acquired a majority stake in information security consultants Handshake Networking Ltd, a Hong Kong-based company specializing in a wide variety of information security consultancy services including penetration testing and vulnerability assessment, information systems audit, consultancy, computer forensics and security awareness training.”
For more information on Guardforce, please visit the Company’s website at www.guardforceai.com. To schedule a conference call with management, please email your request to GFAI@mzgroup.us or call Shannon Devine at 203-741-8811.
About MZ Group
MZ North America is the US division of MZ Group, a global leader in investor relations and corporate communications. MZ provides innovative, customized services to domestic and multinational private and public companies across all industries through a unique, fully-integrated “one-stop-shop” approach. By delivering a comprehensive suite of products and services through one point of contact, MZ offers services to all relevant markets geared to helping our clients build a sustainable public brand. MZ North America has a global footprint with offices located in New York, Chicago, San Diego, Aliso Viejo, Austin, Minneapolis, Taipei and São Paulo. For more information, please visit www.mzgroup.us.
About Guardforce AI Co., Ltd.
Guardforce AI Co. Ltd. (Nasdaq: GFAI, GFAIW) is a leading integrated security solutions provider that is trusted to protect and transport the high-value assets of public and private sector organizations. Developing and introducing innovative technologies that enhance safety and protection, Guardforce helps clients adopt new technologies and operate safely as the Asia Pacific business landscape evolves. For more information visit www.guardforceai.com.
Corporate Contact
Yu Hu
yu.hu@guardforceai.com
Investor Relations
Shannon Devine
MZ North America
Main: 203-741-8811
GFAI@mzgroup.us