GFAI 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, February 2026
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 ☐
On February 20, 2026, Guardforce AI Co., Limited (the “Company”) issued a press release announcing that its board of directors has approved a share repurchase program with authorization to purchase up to $5 million of the Company’s outstanding ordinary shares. A copy of that press release is attached as exhibit 99.1 hereto.
On February 9, 2026, the Company issued a press release announcing that it has entered into a non-binding letter of intent to acquire 100% of the issued and outstanding share capital of MGAI Limited, a pioneer in AI-driven solutions for speech therapy and development management and rehabilitation services. A copy of that press release is attached as exhibit 99.2 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; (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; and (iv) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24, 2025
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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.
| Date: February 23, 2026 | Guardforce AI Co., Limited | |
| By: | /s/ Lei Wang | |
| Lei Wang | ||
| Chief Executive Officer | ||
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Exhibit 99.1
Guardforce AI Announces Share Repurchase Program
NEW YORK, February 20, 2026 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an AI-driven technology company providing Agentic AI smart solutions in automation, robotics, and secured logistics, today announced that its Board of Directors has approved a Share Repurchase Program with authorization to purchase up to $5 million of the Company’s outstanding ordinary shares.
This Program, effective immediately and in effect for up to one year from today, reflects the Company’s belief that its current market valuation does not fully reflect its intrinsic value, including the strength of its legacy secured logistics business and the long-term potential of its AI business.
The Program is intended to utilize disciplined capital allocation to help enhance this long-term value.
“This share repurchase authorization reflects our confidence in the Company’s fundamentals,” said Guardforce AI Chairwoman and CEO Lei Wang. “We are building our future on a foundation of real revenue, operational discipline, and a clear roadmap for our AI Agent platform.”
“At current market levels, we believe our shares represent compelling long-term value. This Program allows us to act opportunistically while continuing to invest in growth.”
Repurchases under the Program may be made from time to time in open market transactions, in privately negotiated transactions, through block trades, or through other legally permissible means. The timing and actual number of shares repurchased will depend on a variety of factors, including share price, market conditions, regulatory requirements, and other factors.
The program does not obligate the Company to repurchase any specific number of shares and may be modified, suspended, or discontinued at any time.
About Guardforce AI Co., Ltd.
Guardforce AI (Nasdaq: GFAI, GFAIW) is an AI-driven technology company with a solid operational foundation in the cash logistics and retail sectors. Through its proprietary Intelligent Cloud Platform (ICP), Guardforce AI delivers next generation smart solutions and AI applications spanning cash management, retail automation, robotics, and Agentic AI. Expanding into areas such as travel planning, the Company is demonstrating how scalable AI can drive industry transformation, balancing stable, recurring revenues with high-growth, future-ready innovations. For more information, visit www.guardforceai.com Twitter: @Guardforceai.
Safe Harbor Statement
This press release contains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of 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 are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks described in 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 should not 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 because of new information, future events or otherwise.
Guardforce AI Corporate Communications
Hu Yu
Email: [email protected]
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
Office: (646) 893-5835
Email: [email protected]
Exhibit 99.2
Guardforce AI Signs Non-binding Letter of Intent to Acquire
Leading AI-Powered Speech Therapy and Development Platform
NEW YORK, February 9, 2026 -- Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an AI-driven technology company providing Agentic AI, smart solutions in automation, robotics, and secured logistics, today announced it has entered into a non-binding Letter of Intent (LOI) to acquire 100% of the issued and outstanding share capital of MGAI Limited (“MGAI”), a pioneer in AI-driven solutions for speech therapy and development management and rehabilitation services.
Utilizing advanced AI technology and one of China’s largest domestic databases for children’s language development assessment, MGAI has built a service ecosystem combining proprietary AI-supported software, cloud-based SaaS tools, professional training systems, and integrated hardware solutions.
The platform supports a wide service network including patients, rehabilitation professionals, hospitals, rehabilitation institutions, and educational organizations. To date, MGAI’s ecosystem has served more than 110,000 patients and has over 20,000 registered rehabilitation professionals.
MGAI plans to expand beyond Mainland China through established distribution channels into Hong Kong, Singapore, and Taiwan.
“This LOI represents a perfect acquisition for us,” said Guardforce AI Chairwoman and CEO Lei Wang. “MGAI provides a real-world AI application platform where professional rehabilitation expertise can be structured, digitized, and scaled. By integrating MGAI into our AI Agent framework, we expect to transform individual professional knowledge into scalable AI-enabled service capabilities and create new recurring, high-margin digital service opportunities while expanding our presence in healthcare-related AI applications.”
The LOI describes a share purchase transaction subject to the completion of due diligence, execution of a definitive purchase agreement, and satisfaction of customary closing conditions.
About Guardforce AI Co., Ltd.
Guardforce AI (Nasdaq: GFAI, GFAIW) is an AI-driven technology company with a solid operational foundation in the cash logistics and retail sectors. Through its proprietary Intelligent Cloud Platform (ICP), Guardforce AI delivers next generation smart solutions and AI applications spanning cash management, retail automation, robotics, and Agentic AI. Expanding into areas such as travel planning, the Company is demonstrating how scalable AI can drive industry transformation, balancing stable, recurring revenues with high-growth, future-ready innovations. For more information, visit www.guardforceai.com Twitter: @Guardforceai.
Safe Harbor Statement
This press release contains statements that do not relate to historical facts but are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can generally (although not always) be identified by their use of 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 are neither historical facts nor assurances of future performance. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of the business of the Company, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control, including the risks described in 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 should not 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 because of new information, future events or otherwise.
Guardforce AI Corporate Communications
Hu Yu
Email: [email protected]
Investor Relations Inquiries:
Skyline Corporate Communications Group, LLC
Scott Powell, President
Office: (646) 893-5835
Email: [email protected]