Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 15 2022 - 04:01PM
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, 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): ☐
Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
On March 9, 2022, Guardforce
AI Co., Limited (the “Company”) received a written notification from the Nasdaq Listing Qualifications Department (the
“Notification Letter”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive
business days, the closing bid price for the Company’s ordinary share has been below the minimum $1.00 per share required for continued
listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”).
Nasdaq
Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A)
provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business
days. Based on the closing bid price of the Company’s ordinary shares for the 30 consecutive business days from January 25,
2022 to March 8, 2022, the Company no longer meets the minimum bid price requirement.
The Notification Letter
does not impact the Company’s listing of its ordinary shares on the Nasdaq Capital Market at this time. In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until September 6, 2022 to regain compliance with Rule 5550(a)(2).
To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for
a minimum of 10 consecutive business days. If the Company does not regain compliance during such 180-day period, the Company may be eligible
for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held
shares and all other initial listing standards for Nasdaq except for Nasdaq Listing Rule 5550(a)(2), and provide a written notice of its
intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company
does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify
the Company of its determination to delist the Company’s ordinary shares, at which point the Company will have an opportunity to
appeal the delisting determination to a Hearings Panel. If at any time before September 6, 2022, the bid price of the shares closes at
or above US$1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the company has
achieved compliance with the minimum bid price requirement and will consider such deficiency matters closed.
The Company intends to monitor the closing bid
price of its ordinary shares and may, if appropriate, consider implementing available options to regain compliance with the minimum bid
price requirement under the Nasdaq Listing Rules.
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 15, 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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