Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 24 2022 - 06:05AM
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): ☐
As previously disclosed on June 21, 2022, Guardforce AI Co.,
Limited (the “Company”) convened its 2022 annual general
meeting of members (the “Annual Meeting”), which was
adjourned to Thursday, June 23, 2022, at 10:00 a.m., local time
(10:00 p.m. Eastern Time on June 22, 2022) due to a lack of quorum
on Thursday, June 16, 2022, at 10:00 a.m., local time (10:00 p.m.
Eastern Time on June 15, 2022). Holders of the Company’s ordinary
shares, par value $0.003 per share (“Ordinary Shares”) at
the close of business on May 5, 2022 (the “Record Date”)
were entitled to vote at the Annual Meeting. As of the Record Date,
there were 41,379,075 Ordinary Shares issued and outstanding.
According to the Company’s Articles of Association, each Ordinary
Share has one vote per share. 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 attend and vote
at the Annual Meeting by 10:30 a.m., local time, on June 23, 2022
at Unit 04, 5/F., Guardforce Centre, No.3 Hok Yuen Street East,
Hung Hom, Kowloon, Hong Kong. Because at the reconvened meeting a
quorum was not present within half an hour from the appointed for
the meeting to commence, the shareholders present were considered a
quorum under the Company’s current Articles of Association, and the
Annual Meeting was properly convened.
The final voting results for each matter submitted to a vote of
shareholders at the meeting are as follows:
|
1. |
To
elect five persons to the Board of Directors of the Company, each
to serve until the next annual general meeting of members, or until
such person’s successor is duly elected and qualified or until his
or her earlier death, resignation, retirement, disqualification or
removal: |
Director’s
Name |
|
For |
|
|
Withhold |
|
Terence Wing Khai Yap |
|
|
18,680,763 |
|
|
|
94,640 |
|
|
|
|
|
|
|
|
|
|
Lei Wang |
|
|
18,694,674 |
|
|
|
80,729 |
|
|
|
|
|
|
|
|
|
|
John Fletcher |
|
|
18,717,260 |
|
|
|
58,143 |
|
|
|
|
|
|
|
|
|
|
David Ian Viccars |
|
|
18,716,359 |
|
|
|
59,044 |
|
|
|
|
|
|
|
|
|
|
Donald Duane Pangburn |
|
|
18,716,499 |
|
|
|
58,904 |
|
Accordingly, each such person has been duly elected as a director
to hold such office until the 2023 annual general meeting of
members or until such person’s successor is duly elected and
qualified or until his or her earlier death, resignation,
retirement, disqualification or removal.
|
2. |
To
ratify the appointment of PKF Littlejohn LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2022: |
For |
|
Against |
|
Abstain |
18,722,298 |
|
25,454 |
|
27,650 |
Accordingly, the ratification of the appointment of PKF Littlejohn
LLP as the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2022 has been approved and
adopted.
|
3. |
To approve amendments to the
company’s Articles of Association including to (i) authorize hybrid
and/or electronic meetings of shareholders, receipt of electronic
proxies and other relevant documents; (ii) authorize directors to
issue “blank cheque” preferred shares; (iii) remove the requisition
right of members; (iv) enhance indemnity provisions for directors
and officers; (v) and to update to changes in law generally, by the
adoption of a second amended and restated articles of association
(the “Second Amended and Restated Articles”) in substitution
for the Amended and Restated Articles of Association of the Company
currently in effect (the “Current Amended and Restated
Articles”): |
For |
|
Against |
|
Abstain |
18,514,298 |
|
211,372 |
|
49,733 |
Accordingly, amendments to the company’s Articles of Association
including to (i) authorize hybrid and/or electronic meetings of
shareholders, receipt of electronic proxies and other relevant
documents; (ii) authorize directors to issue “blank cheque”
preferred shares; (iii) remove the requisition right of members;
(iv) enhance indemnity provisions for directors and officers; (v)
and to update to changes in law generally, by the adoption of the
Second Amended and Restated Articles in substitution for the
Current Amended and Restated Articles have been approved.
On the same day, Conyers Trust Company (Cayman) Limited, the
Secretary of the Company, made the necessary filings with the
Registrar of Companies of the Cayman Islands in respect of the
amendments to the Company’s Articles of Association.
A copy of the Second Amended and Restated Articles is attached
hereto as Exhibit 99.1.
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.
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: June 24, 2022 |
Guardforce AI Co., Limited |
|
|
|
|
By: |
/s/ Lei Wang |
|
Lei
Wang |
|
Chief Executive Officer |
4
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