Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 21 2022 - 3:58PM
Edgar (US Regulatory)
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 March 2022
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 ☐
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): ☐
Entry
into a Letter of Intent
On
March 21, 2022, Guardforce AI Co., Limited (the “Company”) signed a non-binding letter of Intent (the “LOI”)
with Shenzhen Kewei Robot Technology Co., Limited and Shenzhen Yeantec Co., Limited (together, the “Kewei Group”)
to purchase up to 36 of the Kewei Group’s subsidiaries located in China. Under the LOI, in the first of two phases, Guardforce
AI will acquire eight of the Kewei Group companies. The second phase provides Guardforce AI the right of first refusal to purchase the
remaining 28 companies within a period of 24 months from the date of the signing of the LOI. The purchase of the additional 28 companies
will be dependent on the Company’s operational plans. The Company expects to sign the definitive agreement for the phase one acquisitions
before the end of May.
The
purchase price for the eight phase one companies will be based upon a valuation that is equal to one-time (from 2022 to 2026) projected
average revenues for the eight companies estimated to be U.S. $30 million and will be paid in a mix of cash (10%) and Company restricted
shares (90%) at a price of U.S. $2.00 per share. The Company will be required to pay Kewei Group the 10% cash component ($3,000,000)
of the purchase price as a deposit and Kewei Group will deliver to the Company 100% of the outstanding share capital of the eight phase
one companies as a pledge, within 10 days of the signing of the LOI. The acquisition is subject to, among other things, the satisfactory
completion of due diligence by the Company, the entry into definitive agreements and any required third-party consents.
A
press release relating to the signing of the LOI was issued on March 21, 2022 and is attached as Exhibit 99.1 hereto.
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: March 21, 2022 |
Guardforce AI Co., Limited |
|
|
|
By: |
/s/ Lei Wang |
|
|
Lei Wang |
|
|
Chief Executive Officer |
3
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