Current Report Filing (8-k)
November 03 2021 - 5:02PM
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): October 29, 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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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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☐
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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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☐
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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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☐
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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 ☒
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
October 29, 2021, the board of directors (the “Board”) of GBS Inc. (the “Company”) appointed Professor Steven
Boyages, the Chairman of the Board, to the additional position of Interim Chief Executive Officer of the Company, effective immediately.
As Interim Chief Executive Officer, Professor Boyages will become the Company’s principal executive officer. Professor Boyages
will not be receiving additional compensation in connection with serving as Interim Chief Executive Officer.
Professor
Steven Boyages, 63, has served as both a director of the Company and Chairman of the Board since July 2020. Professor Boyages is a practicing
clinician in endocrinology with more than 30 years’ experience in medicine, including multiple executive positions. Professor Boyages
previously held the position of Chief Executive of the Sydney West Area Health Service (SWAHS) from February 2002 to May 2011, which
is now known as Western Sydney Local Health District. Covering a population of 1.2 million people, SWAHS employed more than 15,000 staff
and had a gross operating budget of $2 billion (AUD), managing $1.6 billion (AUD) worth of assets. Professor Boyages has also served
as Medical Director for eHealth New South Wales and was the foundation Chief Executive of the Clinical Education and Training Institute
(CETI) New South Wales (NSW), Australia, set up to ensure the development and the delivery of clinical education and training across
the NSW public health system. Previous to this, Professor Boyages was the Director of Diabetes and Endocrinology at Westmead Hospital,
from February 1990 to December 1999. During this time, Professor Boyages’ major achievements were to define the pathophysiology
of thyroid hormone deficiency on brain development secondary to iodine deficiency; to develop prevention strategies in iodine deficient
communities in China, India, Indonesia and Northern Italy; to define the impact of growth hormone excess and deficiency in adults and
to develop innovative population health models of care for people with diabetes. Professor Boyages continues an active research career
in a range of fields, but mostly in the pursuit of better models of chronic disease prevention and management. Professor Boyages was
the founding director of the Centre for Research and Clinical Policy in NSW Health in 1999, during which he established the Priority
Health Programs (receiving $15 million (AUD) in funding per annum), doubled the Research Infrastructure Grants Program, established the
Quality Branch of NSW Health and was appointed as Clinical Advisor to the Director General to implement the Government Action Plan for
Health Reform. Additionally, Professor. Boyages was instrumental in establishing and securing funding for the NSW biotechnology strategy,
BioFirst, a $150 million (AUD) investment.
There
are no arrangements or understandings between Professor Boyages and any other persons pursuant to which he was selected as Interim Chief
Executive Officer. There are no family relationships between Professor Boyages and any director or executive officer of the Company,
and he has no indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Harry
Simeonidis, who served as CEO and President of the Company, vacated these positions prior to Professor Boyages’ appointment as
Interim CEO and was appointed to the position of President Asia Pacific, Sales and Marketing, effective October 29, 2021. There have
been no changes to Mr. Simonides’ compensation in connection with his appointment as President Asia Pacific, Sales and Marketing.
On
October 29, 2021, Mr. Simeonidis resigned from the Board. There were no disagreements between the Company and Mr. Simeonidis on any matter
relating to the Company’s operations, policies or practices that led to his resignation. Mr.
Simonides will continue to serve as President Asia Pacific, Sales and Marketing.
Item
7.01 Regulation FD Disclosure.
On
November 1, 2021, the Company issued a press release reporting on, among other things, the appointment of Professor Steven Boyages to
the additional position of Interim Chief Executive Officer of the Company, and the appointment of Mr. Simeonidis as President Asia Pacific,
Sales and Marketing of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibits.
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:
November 3, 2021
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GBS,
INC.
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By:
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/s/
Spiro Sakiris
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Name:
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Spiro
Sakiris
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Title:
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Chief
Financial Officer
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