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 September 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 September 13, 2022, Guardforce AI Co., Limited (the “Company”) issued a press release announcing that it had signed letter of intent to acquire Shenzhen Kewei Robot Technology Company Limited (“Kewei”), a high-tech robotics company specializing in developing robotics software solutions and robotics management platforms, as well as robotics sales and technical services. 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

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 Announces LOI to Acquire ShenzhenKewei Robot Technology Company Limited, a Premier Robotics Technology Company in China

Acquisition will ProvideNew Robotics-as-a-Service Capabilities, Add Key Patentsand Expand Global Fortune 500 Customer Base

Agreement SupersedesPreviously Announced LOI to Acquire 19 Robotics Subsidiaries of Shenzhen Kewei

NEW YORK, NY / September 13, 2022 / GuardforceAI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ:GFAI, GFAIW), an integrated security solutions provider, announced today it has signed a non-binding letter of intent (LOI) with Shenzhen Intelligent Guardforce Robot Co., Ltd to acquire Shenzhen Kewei Robot Technology Company Limited (“Kewei”), a high-tech robotics company specializing in developing robotics software solutions and robotics management platforms, as well as robotics sales and technical services.

This agreement supersedes and replaces the previously announced LOI with Kewei to acquire 12 of its subsidiary companies, and the terminated securities purchase agreement pursuant to which the Company had intended to acquire 7 of its subsidiary companies.

The purchase price and consummation of the acquisition of Kewei are subject to the satisfactory completion of the Company’s due diligence and an independent audit, as well as a third-party valuation and fairness opinion. The Company plans to pay for this acquisition through a combination of cash (10%) and restricted common stock of the Company (90%) at a value of no less than $1 per share. Guardforce AI expects to enter into a definitive purchase agreement with Kewei relating to this acquisition within the next few months.

Lin Jia, President of Guardforce AI, stated, “We are thrilled to announce this proposed acquisition of Kewei, a qualified National High-tech Enterprise in China, which holds more than a dozen robotics-related patents and more than 40 copyrights to its proprietary software. Its robotic solutions cover a variety of recurring revenue streams such as technical services and robotics advertising. The RaaS platform currently operates approximately 65,000 robots that belong to Kewei, clients, and partners, of which more than 40,000 are equipped with screens for advertising and interactive features. Kewei’s customer base includes an impressive roster of Fortune 500 corporations across various industries. In 2021, the unaudited Chinese GAAP revenue for Kewei was approximately USD $15 million. Overall, we believe this proposed acquisition, including Kewei’s highly skilled R&D team, robust robotics platform, operational skills, as well as its advertising and technical capabilities, provide us a solid foundation to further expand our geographic footprint across China and other international markets.”

Olivia Wang, Chairwoman and Chief Executive Officer of Guardforce AI, added, “After conducting further due diligence, it became clear that acquiring Kewei itself, compared to acquiring only the Kewei sales channel subsidiaries, would add both a premier roster of business clients, as well as advanced technologies that we believe will help to accelerate our strategic expansion within the robotics industry worldwide. Overall, we remain focused on our goal to transform Guardforce AI into a leading integrated security company in AI and robotics.”

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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