6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2021

Commission File Number: 000-56154

Guardforce AI Co., Ltd.

(Translation of registrant’s name in 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): ☐

On February 11, 2021, Guardforce AI Co., Limited signed a purchase and sale agreement to acquire (the “Acquisition”) the consultancy firm, Logic Network Limited (“Logic Network”), through the acquisition of 51% of the outstanding shares of the parent company of Logic Network. The attached press release relates to the Acquisition. The Acquisition is scheduled to close on March 15, 2021 and is subject to standard pre-closing conditions.

Exhibit Index

The following exhibits are filed herewith:

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.

2

Exhibit 99.1

Guardforce AI Acquires Logic Network Limited

NEWS PROVIDED BY

Guardforce AI Co. Ltd.

Feb 11, 2021, 08:00 ET

NEW YORK, Feb. 11, 2021 /PRNewswire/ -- **** Guardforce AI Co., Ltd (OTC Pink: GRDAF) ("Guardforce AI"), an integrated security solutions provider in Asia, announced today that it has acquired a majority stake in IT and cloud solutions provider Logic Network Limited ("Logic Network"), a Hong Kong-based consultancy specializing in telecommunications, network operations, intelligent retail systems and technology.

Logic Network offers integrated solutions that help network service providers, internet data centers, and telecommunications operators with the design and implementation of cloud-based application platforms and different types of information and communications technology (ICT) strategies. This acquisition is the latest step in Guardforce AI's transformation journey towards providing customers in Asia-Pacific with premium technology-powered services.

Terence Yap, Chairman of Guardforce AI, commented: "Guardforce AI is broadening its focus to deploy more robotics and AI-based security solutions, therefore it requires relevant and strategic cloud-based and IT-related solutions. Through our acquisition of Logic Network, combined with Guardforce AI's deep knowledge of the security industry, we will increase our value proposition to clients and ensure our long-term competitiveness. We are very excited to partner with Logic Network, which has an outstanding reputation for quality and reliability in the commercial, technology, and telecommunications sectors."

Brian Chan, Managing Director at Logic Network, commented: "We are looking forward to working with the team at Guardforce AI to further develop the market for cybersecurity and cloud services. Our clients are increasingly looking for holistic strategies that combine AI, ICT, big data analytics and security solutions to ensure their future growth and address evolving business requirements. Partnering with Guardforce AI will present our clients with a more integrated offering that will improve their services and systems."

About Guardforce AI Co., Ltd.

Guardforce AI Co. Ltd. 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 AI helps clients adopt new technologies and operate safely as the Asia Pacific business landscape evolves.

For more information, visit www.guardforcecash.co.th.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "continue," "estimate," "expect," "intend," "may," "ongoing," "plan," "potential," "predict," "project," "will" or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on reasonable assumptions we have made in light of our industry experience, perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this press release you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions, including the risks described in the reports and other documents we file with the Securities and Exchange Commission. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.  Any forward-looking statement made by us in this press release speaks only as of the date of this press release. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

SOURCE Guardforce AI Co. Ltd.