Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 21 2022 - 9:01AM
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 June 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): ☐
Adjournment of Annual General Meeting of Members
held on June 16, 2022
This report on Form 6-K was submitted in
connection with the adjournment of 2022 Annual General Meeting of Members (the “Annual Meeting”) held by
Guardforce AI Co., Limited (the “Company”) on Thursday, June 16, 2022, at 10:00 a.m., local time (10:00 p.m.
Eastern Time on June 15, 2022), at Unit 04, 5/F., Guardforce Centre, No.3 Hok Yuen Street East, Hung Hom, Kowloon, Hong Kong. The
Annual Meeting was convened to consider proposals (the “Proposals”) presented in the Notice of 2022 Annual
General Meeting of Members dated May 13, 2022, which is also available on the Company’s website at
https://ir.guardforceai.com/corporate-governance/governance-documents/.
The Annual Meeting was adjourned by the
Company due to a lack of quorum. The Company’s current Articles of Association provide, at Article 17.1, that “No
business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to
business. Save as otherwise provided by these Articles, a quorum shall consist of one or more Members present in person or by proxy
holding at least a majority of the paid up voting share capital of the Company. If the Company has only one Member, that only Member
present in person or by proxy shall be a quorum for all purposes.” A total of 41,379,075 ordinary shares, par value $0.003 per
share (the “Ordinary Shares”) of the Company, were issued and outstanding as of the record date of May 5, 2022. There were present in person or by proxy 18,775,403 Ordinary Shares or approximately
45.37% of all the votes of the Company’s Ordinary Shares entitled to vote at the Annual Meeting. Therefore, a quorum was not
present.
The Company will reconvene the Annual Meeting on Thursday, June 23,
2022, 10:00 a.m., local time (10:00 p.m. Eastern Time on June 22, 2022), at the same place to decide on the Proposals. According to Article
17.2 of the Company’s Articles of Association, if at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the Member or Members present and entitled to vote shall be a quorum.
Proxies which have been received would remain valid for the adjourned
Annual Meeting. Holders of the Company’s Ordinary Shares whose names are on the register of members of the Company at the close
of business on May 5, 2022 are entitled to attend the adjourned Annual Meeting. Shareholders who wish, but have not yet, cast their votes
may do so by returning the proxy card distributed in connection with the Annual Meeting.
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.
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: June 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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