New York, NY, July 12, 2022 (GLOBE NEWSWIRE) — Guardforce AI Co., Limited (“Guardforce AI” or the “Company”) (NASDAQ: GFAI, GFAIW), a provider of integrated security solutions, announced today that it has entered into agreements with several accredited investors who are the current holders of its private warrants, in which the investors have agreed to exercise 5,581,918 outstanding subscription (the “Existing Warrants”) to purchase an aggregate of 5,581,918 common warrants for cash, at an exercise price reduced by the Company from $1.15 per share to $0.238 per share. In consideration for the immediate exercise of the Existing Warrants in cash, the Company will issue one-half (1/2) of a common share (the “Share Consideration”) for each exercise of the Warrant. Accordingly, the exercising holders will receive approximately 2,790,959 common shares. These existing warrants were previously issued in a private placement, which closed in January 2022.
The gross proceeds from the exercise of the Existing Warrants for the Company are expected to be approximately $1.33 million and the net proceeds from the exercise of the Existing Warrants for the Company, after deducting expenses and fees estimated, should be around $1.23 million.
EF Hutton, a division of Benchmark Investments, LLC, acted as warrant inducement agent and financial advisor in connection with the transaction.
The issuance of the common stock upon the exercise of the existing warrants was made pursuant to the company’s registration statements on Form F-3, previously filed with the Securities and Exchange Commission (“SEC”) on 9 February 2022, then declared effective by the latter. The common shares issued under the Share Consideration have been offered pursuant to a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and have not been registered under the Securities Act and may not be offered or sold in the United States without registration. with the SEC or an applicable exemption from these registration requirements.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, and there will be no sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration. or qualification under the securities laws of such state or territory.
About Guardforce AI Co., Ltd.
Guardforce AI Co., Ltd. (NASDAQ: GFAI, GFAIW) is a global integrated security solutions provider focused on developing robotic solutions and information security services that complement its well-established secure logistics business. With over 40 years of professional experience, Guardforce AI is a trusted brand that protects and transports high-value assets owned by public and private sector organizations. Guardforce AI develops and delivers innovative technologies and services that enhance security and protection. For more information, visit www.guardforceai.com.
Safe Harbor Statement
This press release contains statements that do not relate to historical facts but that are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements generally (but not always) be identified by their use of terms and expressions such as anticipate, appear, believe, continue, may, estimate, expect, indicate, intend, may, plan, possible, predict, project, pursue , want, want and other similar terms and expressions, as well as the use of the future tense. Forward-looking statements are neither historical facts nor guarantees of future performance. Instead, they are based solely on current beliefs, expectations and assumptions regarding the future of the Company’s business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond our control, including the risks described in our statements. Registration and our reports under “Risk Factors” as filed with the Securities and Exchange Commission. Actual results and financial condition may differ materially from those indicated in the forward-looking statements. Accordingly, you should not rely on any such forward-looking statements. The forward-looking statements contained in this press release speak only as of the date hereof. Except as otherwise required by law, we undertake no obligation to publicly update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
David Waldman or Natalia Rudman
Crescendo Communications, LLC
E-mail: [email protected]
Guardforce AI Enterprise Communications
E-mail: [email protected]