UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2021
GBS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39825 | 82-1512711 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
708 Third Avenue, 6th Floor
New York, NY 10017
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: Telephone: (646) 828-8258
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | GBS | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item 8.01 Other Events
On August 11, 2021 GBS, Inc. (the “Company”) announced (i) its fourth quarter and full year 2021 preliminary financial results and recent business highlights, and (ii) a conference call and webcast scheduled to take place today at 4:30 p.m. ET, during which the preliminary financial results and recent business highlights will be discussed. To participate in the conference call, please dial 877-407-3982 (Domestic/Toll-Free) or 201-492-6780 (International) and reference the conference ID: 13721414. To participate via a webcast, the public should visit: http://public.viavid.com/index.php?id=145701 The webcast will be archived for approximately 30 days and will be available at https://investors.gbs.inc/news-and-events/investor-calendar.
A copy of that press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified in its entirety by the full text of the press release.
Item 9.01. Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release entitled “GBS Inc. Reports Fourth Quarter and Full Year 2021 Preliminary Financial Results and Recent Business Highlights” dated August 11, 2021. |
SIGNATURE
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 hereunto duly authorized.
Dated: August 11, 2021
| GBS, INC. | ||
| By: | /s/ Harry Simeonidis | |
| Name: | Harry Simeonidis | |
| Title: | Chief Executive Officer and President | |
Exhibit 99.1
GBS Inc. Reports Fourth Quarter and Full Year 2021 Preliminary Financial Results and Recent Business Highlights
-
Awarded $4.7 Million Government Grant Funding to support the building of a
high-tech manufacturing facility –
- Signs Strategic Partnerships with Johns Hopkins University, Wyss Institute from Harvard University, University of Newcastle and Precision Medical Architects –
-
$12.7 Million in Cash, Cash Equivalents, and Marketable Securities as of
June 30, 2021, Provides Runway into 4Q 2022 –
-To Host Conference Call and Webcast Today at 4:30 p.m. ET-
New York, NY, August 11, 2021 – GBS Inc. (Nasdaq: GBS), a life sciences company developing non-invasive, real-time diagnostic testing in the hands of patients and their primary health practitioners at point-of-care, today announced its financial results for the fourth financial quarter and full-year ended June 30, 2021, and provided a recent business update. Management will host a webcast and conference call at 4:30 p.m. today after market.
“This has been a tremendous year for GBS marked by advances in our regulatory affairs, IRB approval to commence clinical studies, strategic partnerships and financial management. We, as a company, are driven to provide non-invasive, real-time diagnostics testing solutions to patients and their healthcare providers at point-of-care as GBS leverages its core Biosensor Platform technology,” Chief Executive Officer of GBS, Harry Simeonidis said.
“We have made great progress towards commercializing our novel saliva-glucose test and the opportunities to expand our pipeline are very exciting. Most recently, a grant from the Australian Federal Government to financially support our next-generation high-tech manufacturing facility highlights the confidence others see in our technology and approach. Our technology was one of six National Manufacturing Priorities identified by the Government under Modern Manufacturing Strategy.”
Fourth Quarter & FY Highlights and Recent Operational Developments
Financial Stability
| ● | $4.7 Million Medical Products Priority Grant funding by the Australian government to fund high tech manufacturing facility; identified as one of six National Manufacturing Priorities | |
| ● | Initial Public Offering generated $21.6m in gross proceeds and listing on the NASDAQ Global Stock Market in December 2020 | |
| ● | Securing option to acquire North America license for Glucose Testing |
| ○ | Option agreement to acquire 100% of the glucose license for North America for $5 million (expires March 2023) |
| ● | Received R&D grants from the Australian government of $850k in the 2021 financial year |
Management continues to evaluate financial strategies such as receiving deposits from pre-orders and sublicensing fees from potential commercial partners as the projects advance globally in order to optimize anticipated commercial opportunities as they arise.
Strategic Partnerships & Pipeline Development
| ● | Johns Hopkins University Sponsored Research Agreement for glucose and covid accelerating the Development of next-generation Saliva Based Diagnostic Test Candidates | |
| ● | Precision Medicine Architects, as advisors for clinical strategy in support of regulatory, commercial and marketing services measures | |
| ● | Harvard University’s Wyss Institute collaboration to develop a printable point-of-care SARS-CoV-2 quantitative antibody test candidates |
Commercial Development
| ● | Global voice of customer survey of more than 300 patients living with diabetes verified an overall 90% desirability for the Saliva Glucose Biosensor, with 7 out of 10 patients ‘seriously interested’ in purchasing the product when it’s released, and 3 out of 10 wanting to be placed on the waiting list ahead of release | |
| ● | L.E.K Consulting agreement to identify suitable commercial partners for sublicensing and distribution in China as the Company prepares for market entry in the Asia Pacific (APAC) region |
Anticipated Events and Targeted Milestones for the Coming Year
| ● | Clinical trial protocol developed and completed | |
| ● | Developing SARS-CoV-2 Antibody Biosensor for FDA EUA submission | |
| ● | Progressing the design transfer to manufacture phase for Saliva Glucose Biosensor | |
| ● | Securing strategic sublicensing partnership opportunities for sales and distribution in the APAC region |
Fourth Quarter and Full Year 2021 Financial Results
As of June 30, 2021, the Company’s cash, cash equivalents and marketable securities totaled approximately $12.7 million, compared to approximately $0.43 million on June 30, 2020. In December 2020, the Company closed its initial public offering which generated approximately $19.7 million in net cash proceeds.
For the year ended, June 30, 2021 the Company has a prelimary net loss of $8.5 million or $0.68 per share compared to a net loss of $3.3 million or $.0.37 per share for same period last year. This is predominantly due to the accelaration of development & commercialization expenditures.
Government support income was $578k and $0 for the three months ended June 30, 2021, and 2020 respectively.
Since our IPO, GBS has brought forward expenditure on key resources and commercial partners to advance projects towards commercialization. The major categories include:
| ● | Research, Development & Commercialization for the financial year of $3.8 million compared to the year prior of $0.6 million | |
| ● | Employee Benefits Expense of $1.7 million compared to the year prior of $1.1 million |
GBS is of the view that based on the current operating plan and financial resources, its cash, cash equivalents and marketable securities at June 30, 2021, will be sufficient to cover expenses and capital requirements into the calendar fourth quarter of 2022. Cash runway does not include excercising the glucose North American license option agreement. The financial strategies discussed under Financial Stability are being pursued in parallel.
Conference Call and Webcast
To participate in the conference call, please dial 877-407-3982 (Domestic/Toll-Free) or 201-492-6780 (International) and reference the conference ID: 13721414. To participate via a webcast, please visit: http://public.viavid.com/index.php?id=145701
The webcast will be archived for approximately 30 days and will be available at https://investors.gbs.inc/news-and-events/investor-calendar.
About GBS Inc.
GBS Inc. is a life sciences company developing non-invasive, real-time monitoring and diagnostic tests for patients and their primary health practitioners. With the world-first Biosensor Platform, GBS Inc. is developing and launching diagnostic tests urgently needed to help people living with diabetes.
For
more information, please visit GBS.inc or follow GBS Inc. on Twitter and LinkedIn.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, GBS Inc.’s ability to develop and commercialize its diagnostic tests, realize commercial benefit from its partnerships and collaborations, and secure regulatory approvals, among others. Although GBS, Inc. believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. GBS Inc. has attempted to identify forward-looking statements by terminology including ‘‘believes,’’ ‘‘estimates,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘projects,’’ ‘‘intends,’’ ‘‘potential,’’ ‘‘may,’’ ‘‘could,’’ ‘‘might,’’ ‘‘will,’’ ‘‘should,’’ ‘‘approximately’’ or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, included in the Company’s public filings filed with the Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
For more information, please contact:
Investor Contact:
LifeSci Advisors, LLC
Jeremy Feffer - Managing Director
212-915-2568
jeremy@lifesciadvisors.com
Company Contact:
Alex Arzeno - VP Investor Relations
investor.relations@gbs.inc
646-790-5757
GBS, INC.
PRELIMINARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(Amounts in $)
12 months to Jun 2021 | 9 months to March 2021 | 12 months to June 2020 | ||||||||||
| Revenue | - | - | ||||||||||
| Interest income | 13,806 | 8,139 | 97 | |||||||||
| Other income | 955,029 | 372,754 | 188,744 | |||||||||
| 968,835 | 380,893 | 188,841 | ||||||||||
| Less Expenses | ||||||||||||
| Audit & Accountancy Fees | (384,348 | ) | (294,769 | ) | (124,488 | ) | ||||||
| Director Fees | (172,766 | ) | (96,561 | ) | (32,407 | ) | ||||||
| Employee benefits expenses | (1,715,825 | ) | (1,204,256 | ) | (1,121,587 | ) | ||||||
| General & Administrative expenses | (1,035,516 | ) | (572,843 | ) | (858,651 | ) | ||||||
| Interest Expense | (1,093,608 | ) | (1,091,249 | ) | (457,745 | ) | ||||||
| Rent Expenses | (42,990 | ) | (29,871 | ) | (36,818 | ) | ||||||
| Research, Development & Commercialization Expenses | (4,269,036 | ) | (2,529,074 | ) | (588,206 | ) | ||||||
| Prospectus & Capital Raising Expenses | (359,198 | ) | (358,674 | ) | (254,407 | ) | ||||||
| Other expenses | (7,620 | ) | (7,541 | ) | - | |||||||
| Share of profit/(loss) in equity investments (associates) | (135,692 | ) | (135,692 | ) | 121,692 | |||||||
| Foreign Exchange Profit/ Loss | (271,225 | ) | (270,333 | ) | - | |||||||
| (9,487,824 | ) | (6,590,863 | ) | (3,352,617 | ) | |||||||
| Total Net profit/(loss) | (8,518,989 | ) | (6,209,970 | ) | (3,163,776 | ) | ||||||
| Attributable to non-controlling interest | (34,369 | ) | (25,442 | ) | (29,174 | ) | ||||||
| Net loss attributable to GBS Inc | (8,484,620 | ) | (6,184,528 | ) | (3,134,602 | ) | ||||||
| Other Comprehensive Income/(Loss) | ||||||||||||
| Foreign Currency Translation gain | (297,309 | ) | (278,744 | ) | (147,081 | ) | ||||||
| Other comprehensive income for the period | (297,309 | ) | (278,744 | ) | (147,081 | ) | ||||||
| Attributable to non-controlling interest | - | - | - | |||||||||
| Other comprehensive income attributable to GBS Inc | (297,309 | ) | (278,744 | ) | (147,081 | ) | ||||||
| Total comprehensive profit/(loss) attributable to GBS Inc | (8,781,929 | ) | (6,463,272 | ) | (3,281,683 | ) | ||||||
| Total comprehensive profit/(loss) | (8,816,298 | ) | (6,463,031 | ) | (3,310,857 | ) | ||||||
(Amounts are preliminary and subject to finalization & completion of audit)
GBS, INC.
PRELIMINARY CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in $)
| Jun 2021 | March 2021 | June 2020 | ||||||||||
| Current Assets | ||||||||||||
| Cash and Cash Equivalents | 12,573,685 | 14,261,622 | 427,273 | |||||||||
| Deferred charges | - | - | 1,863,613 | |||||||||
| Other current assets | 3,811,901 | 2,324,389 | 49,062 | |||||||||
| Total Current Assets | 16,385,586 | 16,586,011 | 2,339,948 | |||||||||
| Non Current Assets | ||||||||||||
| Prepayments | 866,667 | 866,667 | - | |||||||||
| Investment in associates | - | - | 135,692 | |||||||||
| Other receivables | 3,148,328 | - | - | |||||||||
| Total Non Current Assets | 4,014,995 | 866,667 | 135,692 | |||||||||
| Total Assets | 20,400,581 | 17,452,678 | 2,475,640 | |||||||||
| Current Liabilities | ||||||||||||
| Accounts payable and accrued expenses | 1,467,724 | 1,423,602 | 594,064 | |||||||||
| Related party payables | 13,323 | 37,235 | 1,769,293 | |||||||||
| Other payables | 244 | - | 168,064 | |||||||||
| Employee benefit liabilities | 102,475 | 98,297 | 25,341 | |||||||||
| Convertible notes payable | - | - | 5,133,706 | |||||||||
| Deferred income | 2,098,884 | |||||||||||
| Total Current Liabilities | 3,682,650 | 1,559,134 | 7,690,468 | |||||||||
| Non Current Liabilities | ||||||||||||
| Employee benefit liabilities | 21,770 | 18,128 | - | |||||||||
| Deferred Income | 3,148,328 | |||||||||||
| Total Non Current Liabilities | 3,170,098 | 18,128 | - | |||||||||
| Total Liabilities | 6,852,748 | 1,577,262 | 7,690,468 | |||||||||
| Net assets | 13,547,833 | 16,375,416 | (5,214,828 | ) | ||||||||
| Shareholders’ (deficit) equity | ||||||||||||
| Common shares | 142,321 | 118,813 | 2,850,001 | |||||||||
| Preference shares | 6,500 | 30,000 | 17,328,682 | |||||||||
| Additional paid-in capital | 38,440,089 | 38,440,097 | (9,168,732 | ) | ||||||||
| Accumulated deficit | (24,317,137 | ) | (22,016,804 | ) | (15,832,518 | ) | ||||||
| Accumulated other comprehensive income | (661,260 | ) | (642,695 | ) | (363,951 | ) | ||||||
| Total GBS Inc (Consolidated Group) equity | 13,610,513 | 15,929,411 | (5,186,518 | ) | ||||||||
| Non-controlling interest | (62,680 | ) | (53,995 | ) | 28,311 | |||||||
| Total Shareholders’ (deficit) equity | 13,547,833 | 15,875,416 | (5,158,207 | ) | ||||||||
| Total liabilities and shareholders’ equity | 20,400,581 | 17,452,678 | 2,475,639 | |||||||||
(Amounts are preliminary and subject to finalization & completion of audit)