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, January 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 Material Definitive Agreement
On January 20, 2022, Guardforce AI Co., Limited (the
“Company”) completed a private placement with several
investors, wherein a total of 7,919,997 ordinary shares of the
Company (the “Shares”), par value $0.003 per share (the
“Ordinary Shares”) were issued at a purchase price of $1.30
per share, with each investor also receiving a warrant to purchase
up to a number of Ordinary Shares equal to 150% of the number of
Ordinary Shares purchased by such investor in the Offering (the
“Warrant Shares”), at an exercise price of $1.30 per share
(the “Purchaser Warrants”), for a total purchase price of
approximately $10.3 million (the “Offering”). The Purchaser
Warrants are immediately exercisable on the date of issuance,
expire five years from the date of issuance and have certain
downward pricing adjustment mechanisms, including with respect to
any subsequent equity sale that is deemed a dilutive issuance, in
which case the warrants will be subject to a floor price of $0.238
per share, as set forth in the Purchaser Warrants.
The Offering raised net cash proceeds of approximately $9.36
million (after deducting the placement agent fee and expenses of
the Offering). The Company intends to use the net cash proceeds
from the Offering for acquisitions and partnerships, investments in
technology and expanding corporate infrastructure, expansion of its
sales team and marketing efforts and for general working capital
and administrative purposes.
The Company engaged EF Hutton, division of Benchmark Investments,
LLC (“EF Hutton”) as the Company’s placement agent for the
Offering pursuant to a Placement Agency Agreement (the
“PAA”) dated as of January 18, 2022. Pursuant to the PAA,
the Company agreed to pay EF Hutton a cash placement fee equal to
7.5% of the gross proceeds of the Offering, an additional cash fee
equal to 0.5% of the gross proceeds raised by the Company in the
offering for non-accountable expenses, and also agreed to reimburse
EF Hutton up to $100,000 for accountable expenses.
In connection with the Offering, the Company entered into a
Securities Purchase Agreement (the “Purchase Agreement”)
with investors containing customary representations and warranties.
The Company and investors also entered into a Registration Rights
Agreement (the “Registration Rights Agreement”), pursuant to
which the Company will be required to file a resale registration
statement (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) to register for resale
the Shares and the Ordinary Shares issuable upon exercise of the
Purchaser Warrants, promptly following the Closing Date but in no
event later than 15 calendar days after the effective date of the
Registration Rights Agreement, and to have such Registration
Statement declared effective by the Effectiveness Date (as defined
in the Registration Rights Agreement). The Company will be
obligated to pay certain liquidated damages to the investors if the
Company fails to file the Registration Statement or fails to file
or cause the Registration Statement to be declared effective by the
SEC within the period of time provided in the Registration Rights
Agreement, or fails to maintain the effectiveness of the
Registration Statement pursuant to the terms of the Registration
Rights Agreement. The liquidated damages are generally equal to 2%
of the aggregate subscription amount upon the occurrence of the
default event and 2% per month thereafter until the default event
is cured.
The representations, warranties and covenants contained in the
Purchase Agreement and the Registration Rights Agreement were made
solely for the benefit of the parties to the Purchase Agreement and
may be subject to limitations agreed upon by the contracting
parties. In addition, such representations, warranties and
covenants (i) are intended as a way of allocating the risk
between the parties to the Purchase Agreement and not as statements
of fact, and (ii) may apply standards of materiality in a way
that is different from what may be viewed as material by
shareholders of, or other investors in, the Company. Accordingly,
forms of the Purchase Agreement and the Registration Rights
Agreement are filed with this report only to provide investors with
information regarding the terms of transaction, and not to provide
investors with any other factual information regarding the Company.
Shareholders should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the
actual state of facts or condition of the Company. Moreover,
information concerning the subject matter of the representations
and warranties may change after the date of the Purchase Agreement
and the Registration Rights Agreement, which subsequent information
may or may not be fully reflected in public disclosures.
The Offering was exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”)
pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the
Securities Act and Rule 506 of Regulation D of the Securities Act
and in reliance on similar exemptions under applicable state laws.
Each of the Purchasers represented that it is an accredited
investor within the meaning of Rule 501(a) of Regulation D, and was
acquiring the securities for investment only and not with a view
towards, or for resale in connection with, the public sale or
distribution thereof. The securities were offered without any
general solicitation by the Company or its representatives.
Previously, the Company sold 3,614,458 units in connection with a
public offering, and 542,168 warrants as the result of the
representative’s exercise of the over-allotment option. Each unit
consisted of one ordinary share and a warrant to purchase one
ordinary share. The public warrants sold as a component of the
units contain an antidilution provision. As a result of the
Offering, the exercise price of the Company’s public warrants is
being adjusted to $1.30 pursuant to the antidilution provisions of
the public warrants.
The foregoing description of each of the Purchase Agreement, PAA,
Registration Rights Agreement and form of Purchaser Warrant is
qualified in its entirety by reference to the forms of such
documents which are filed hereto as Exhibits 10.1, 10.2, 10.3, and
10.4 respectively.
Unregistered Sales of
Equity Securities
The matters described above of this Report on Form 6-K are
incorporated herein by reference. In connection with the issuance
of Shares, and the issuance of Warrant Shares upon proper exercise
of the Purchaser Warrants, the Company relied upon the exemption
from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, and Regulation D promulgated thereunder for
transactions not involving a public offering.
Other Events.
On January 18, 2022, the Company issued a press release announcing
the pricing of the Offering. On January 20, 2022, the Company
issued a press release announcing the closing of the Offering.
The press releases, which are
furnished in this report as Exhibits 99.1 and 99.2, shall not be
deemed to be “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section.
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: January 21, 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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