Current Report Filing (8-k)
March 23 2022 - 4:16PM
Edgar (US Regulatory)
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0001725430
2022-03-17
2022-03-17
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iso4217:USD
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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): March 17, 2022
GBS
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
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001-39825 |
|
82-1512711 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
420
Lexington Ave, Suite 300
New
York, NY 10170
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: Telephone: (646) 828-8258
(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:
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☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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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 ☒
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.
Item
3.01, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 17, 2022, GBS Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the minimum closing bid price per share for its common
stock was below $1.00 for 30 consecutive business days preceding the date of the Notice, and that the Company did not meet the $1.00
per share minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1).
The
Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until September 13, 2022 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period,
the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days,
Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In
the event the Company does not regain compliance by September 13, 2022, the Company may be eligible for an additional 180 calendar day
period to regain compliance. To qualify, the Company will be required to submit, no later than the expiration date, a transfer application
and applicable fees, and meet the continued listing requirement for market value of publicly held shares and all other initial listing
standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second compliance period by effecting a reverse stock split if necessary. As part of its review process, Nasdaq will make
a determination of whether it believes the Company will be able to cure the deficiency. If Nasdaq concludes that the Company will not
be able to cure the deficiency, or if the Company determine not to submit a transfer application or make the required representation,
Nasdaq will provide notice that the Company’s securities will be subject to delisting. If the Company chooses to implement a reverse
stock split, it must complete the split no later than ten business days prior to the expiration of the second compliance period.
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:
March 22, 2022
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GBS
INC. |
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By: |
/s/
Spiro Sakiris |
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Name:
|
Spiro
Sakiris |
|
Title:
|
Chief
Financial Officer
|
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