Current Report Filing (8-k)
April 02 2021 - 5:01PM
Edgar (US Regulatory)
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 31, 2021
GBS
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-39825
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82-1512711
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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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))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.01 par value
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GBS
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The
NASDAQ Stock Market LLC
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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
1.01.
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Entry
into a Material Definitive Agreement.
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On
March 31, 2021, GBS, Inc., a Delaware corporation (the “Company”), entered into a certain Option Agreement
with Life Science Biosensor Diagnostics Pty Ltd., an Australian company and a shareholder of the Company (“LSBD”)
and BiosensX (North America) Inc. (“BIOX”). Under the terms of this Option Agreement, LSBD granted to the Company
an exclusive option (the “Option”) to purchase an exclusive license to use, make, sell and offer to sell products
under the intellectual property rights in connection with the Biosensor technology the glucose/diabetes management field in the
United States, Mexico and Canada (the “NA Territory”). The Company is entitled to exercise this Option at any time
during the 2-year term from the effective date of the Option Agreement by paying the option fee in the amount of USD$5 million
to LSBD at the time of the option exercise. Upon such exercise, (i) LSBD and BIOX will promptly terminate their respective agreement
with respect to the NA Territory, and (ii) LSBD and the Company will promptly enter into a license agreement pursuant to which
LSBD will grant an exclusive license (with the right to sublicense) to the Company, substantially on the same set of terms as
the LSBD-BIOX license agreement currently in place, provided that the license agreement between LSBD and the Company will also
contain a commercialization milestone payment to the LSBD for the equivalent of 5 years’ of royalties based upon agreed
maintainable sales due 90 days from the end of the first royalty year. The terms and provisions of the foregoing transaction have
been reviewed and approved by the Company’s Board of Directors and the Audit Committee of the Board.
The
foregoing description of the Option Agreement is qualified in its entirety by reference to the full texts of such agreement,
a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference. The
representations, warranties and covenants contained in such document were made only for purposes of such agreement and as of
specific date, were solely for the benefit of the parties to such agreement, and (i) should not be treated as statements of
fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may
have been qualified in the agreement by disclosures that were made to the other party in connection with the negotiation of
the agreement; (iii) may apply contract standards of “materiality” that are different from
“materiality” under the applicable securities laws; and (iv) were made only as of the date of such agreement or
such other date or dates as may be specified in the agreement.
Item
9.01.
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Financial
Statements and Exhibits.
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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:
April 2, 2021
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GBS,
INC.
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By:
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/s/
Harry Simeonidis
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Name:
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Harry Simeonidis
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Title:
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Chief
Executive Officer and President
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