Guardforce AI Enters into Warrant Exercise Transaction for $1.33 Million in Gross Proceeds

Guardforce AI Co., Limited (“Guardforce AI” or the “Company”), an integrated security solutions provider, announced that it has entered into agreements with several accredited investors that are existing holders of its private warrants, wherein the investors agreed to exercise 5,581,918 outstanding warrants (the “Existing Warrants”) to purchase an aggregate of 5,581,918 ordinary shares 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 for cash, the Company will issue one-half (1/2) of an ordinary share (the “Share Consideration”) for each warrant exercise. As a result, the exercising holders will receive approximately 2,790,959 ordinary shares. These Existing Warrants were previously issued in a private placement, which closed in January 2022.

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The gross proceeds of the exercise of the Existing Warrants to the Company are expected to be approximately $1.33 million and the net proceeds of the exercise of the Existing Warrants to the Company, after deducting estimated expenses and fees, are expected to be approximately $1.23 million.

EF Hutton, division of Benchmark Investments, LLC, acted as warrant inducement agent and financial advisor in connection with the transaction.

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The issuance of the ordinary shares upon exercise of the Existing Warrants was conducted pursuant to the Company’s registration statements on Form F-3, previously filed with and subsequently declared effective by the Securities and Exchange Commission (“SEC”) on February 9, 2022. The ordinary shares issued pursuant to the Share Consideration were offered in 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 absent registration with the SEC or an applicable exemption from such registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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