Benzinga | Jan 18, 2022 09:29AM EST

Guardforce AI Announces Pricing of $10.3M Offering

Guardforce AI Co., Limited ("Guardforce AI" or the "Company") (NASDAQ:GFAI) (NASDAQ:GFAIW), an integrated security solutions provider, today announced that it entered into a securities purchase agreement with certain institutional investors to purchase approximately $10.3 million worth of its ordinary shares and warrants in a private placement.

Under the terms of the securities purchase agreement, the Company has agreed to sell 7,919,997 ordinary shares and warrants to purchase 11,879,993 ordinary shares. The warrants will be exercisable immediately upon the date of issuance and have an exercise price of $1.30 per share. The warrants will expire five years from the date of issuance. The purchase price for one ordinary share and one and one-half corresponding warrant will be $1.30. The warrants are subject to standard full ratchet anti-dilution provisions and with respect to any subsequent equity sale that is deemed a dilutive issuance, the warrants will be subject to a floor price of $0.238 per share. The gross proceeds to the Company from the private placement are estimated to be approximately $10.3 million before deducting the placement agent's fees and other estimated offering expenses. The offering is expected to close on or about January 20, 2022, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the private placement for acquisitions and partnerships, investments in technology and expanding corporate infrastructure and for general working capital and administrative purposes.

EF Hutton, division of Benchmark Investments, LLC, is acting as exclusive placement agent for the offering.

The ordinary shares and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the ordinary shares and the shares issuable upon exercise of the warrants.

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