Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
April 14 2022 - 4:01PM
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,
April 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): ☐
Other Events
As previously reported, on March 9, 2022, Guardforce
AI Co., Limited (the “Company”) received a written notification from the Nasdaq Listing Qualifications Department of the Nasdaq
Stock Market (the “Nasdaq”) that the closing bid price of our ordinary share had been below $1.00 per share for the previous
30 consecutive business days, and that we were not in compliance with the minimum bid price requirement for continued listing on Nasdaq
under Nasdaq Listing Rule 5550(a)(2) (the “Rule”). The Company was provided 180 calendar days, until September 6, 2022, to
regain compliance.
On April 11, 2022, the Company received written
notice from the Listing Qualifications Staff of Nasdaq notifying the Company that, for more than the last ten (10) consecutive business
days, from March 25, 2022 through April 8, 2022, the closing bid price of the Company’s ordinary share was $1.00 per share or greater.
Accordingly, the written notice stated that the Company has regained compliance with the minimum bid price listing requirement set forth
under the Rule.
On April 14, 2022, the Company issued a press
release announcing that it regained compliance with Nasdaq listing requirements. A copy of that press release is attached as Exhibit 99.1
hereto.
This report on Form 6-K and the attached Exhibit
99.1 press release 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 on January 5, 2022 and (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.
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: April 14, 2022 |
Guardforce AI Co., Limited |
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By: |
/s/ Lei Wang |
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Lei Wang |
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Chief Executive Officer |
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