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,
November 2023
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 October 17, 2023, Guardforce AI Co., Limited (the “Company”) issued a press release, announcing that its subsidiary, Guardforce
Cash Solutions Security (Thailand) Company Limited, has secured a three-year contract with a leading Japanese retailer that was a pre-existing
client for its end-to-end cash management solutions, further strengthening the Company’s leading position in Thailand, a copy of
which is attached to this Form 6-K as Exhibit 99.1.
The Company issued a press release on October 24, 2023, announcing that it has completed the conversion of the Company’s $13.4 million
of debt and $2.5 million of accrued and unpaid interest in exchange for 2,947,150 restricted ordinary shares at $5.40 per share. The conversion
price represents an approximately 75% premium to October 23, 2023’s closing price, a copy of which is attached to this Form 6-K
as Exhibit 99.2.
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; and (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.
EXHIBIT INDEX
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: November 2, 2023 |
Guardforce AI Co., Limited |
| |
|
|
| |
By: |
/s/ Lei Wang |
| |
|
Lei Wang |
| |
|
Chief Executive Officer |
3
Exhibit 99.1
Guardforce AI Has Secured a Three-Year Contract
with a Leading Japanese Retailer for its End-to-End Cash Management Solution Including Guardforce Digital Machine in Thailand
NEW YORK, NY / October 17, 2023 / Guardforce
AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an integrated security
provider specializing in secured logistics, Artificial Intelligence (AI) and Robot-as-a-Service (“RaaS”), today announced
that its subsidiary, Guardforce Cash Solutions Security (Thailand) Company Limited (“GFCS”), has secured a three-year contract
with a leading Japanese retailer that was a pre-existing client (“Client”) for its end-to-end cash management solutions, further
strengthening the Company’s leading position in Thailand.
The end-to-end cash management solution in this
contract renewal includes Guardforce Digital Machine (“GDM”), Cash-in-Transit, Cash Processing Centre, and Change Fund services
across four locations in Bangkok, Thailand.
GDM, the newly added service in this contract,
enhances the Client’s safety through a security system that protects against potential fraud or theft. GDM eliminates the need for
staff to count cash by hand, thereby decreasing cash-counting errors and enhancing efficiency. The Client can also generate revenue reports
at any time and from anywhere.
Kee Yun (Tommy) Kwan,
Chief Operating Officer of Guardforce AI, stated, “We appreciate our client’s support over the few past years. Retail clients
are one of our prime customers for our secured logistics solution since retail clients have a relatively large demand for cash processing
and require quick and accurate cash counting and trackable digital records. We’re the only company in Thailand that provides complete
end-to-end cash management solutions, and this contract further strengthens our footprint in Thailand. By maintaining solid relationships
with our clients, it allows us to cross-sell additional products such as robotics and other security services.”
About Guardforce AI Co., Ltd.
Guardforce AI Co., Ltd. (NASDAQ: GFAI, GFAIW)
is a global security solutions provider, building on its legacy secured logistic business, while expanding to integrated AI and Robot-as-a-Service
(RaaS) business. With more than 40 years of professional experience and a strong customer foundation, Guardforce AI is developing RaaS
solutions that improve operational efficiency, quickly establishing its presence in the Asia Pacific region, while expanding globally.
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.
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
Exhibit 99.2
Guardforce AI Completes Conversion of $15.91
Million of Total Debt and Interest into Ordinary Shares at $5.40 Per Share
Conversion of debt to equity significantly improves
the Company’s balance sheet
NEW YORK, NY / October 24, 2023 / Guardforce
AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), an integrated security
provider specializing in secured logistics, Artificial Intelligence (AI) and Robot-as-a-Service (“RaaS”), is pleased to announce
that it has completed the conversion of the Company’s $13.4 million of debt and $2.5 million of accrued and unpaid interest in exchange
for 2,947,150 restricted ordinary shares at $5.40 per share on October 24, 2023. The conversion price represents an approximately 75%
premium to yesterday’s closing price.
Lei (Olivia) Wang, Chairwoman
and Chief Executive Officer of Guardforce AI, stated, “This debt-to-equity conversion is a strategic move to further strengthen
our balance sheet as we continue to enhance and develop our robotic solutions and support our well-established secured logistics business.
The lender has been our long-term partner since the Company’s inception and has consistently supported our business development efforts.
With the conversion price set at a substantial premium to our current share price, we believe this transaction further demonstrates the
lender’s confidence in our business outlook. Additionally, this opportunity was in the best interests of our shareholders as we
have now preemptively addressed and satisfied next year’s large debt maturity while meaningfully reducing our overall leverage.
We raised approximately $23 million gross proceeds in the first half of 2023 and we remain very excited about the prospects for the business.”
About Guardforce AI Co., Ltd.
Guardforce AI Co., Ltd. (NASDAQ: GFAI, GFAIW)
is a global security solutions provider, building on its legacy secured logistic business, while expanding to integrated AI and Robot-as-a-Service
(RaaS) business. With more than 40 years of professional experience and a strong customer foundation, Guardforce AI is developing RaaS
solutions that improve operational efficiency, quickly establishing its presence in the Asia Pacific region, while expanding globally.
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.
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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