What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2022-02-11 · 187 added, 229 removed, 388 unchanged (52% of the section changed)

1 unchanged sentence

Consolidated Balance Sheets

and cash equivalents

receivable, current portion

and development tax incentive receivable

current assets

Cash and cash

Grant receivable, current

Research and development

tax incentive receivable

current assets

Total current assets

Grant receivable, net of current portion

Other non-current assets

LIABILITIES AND SHAREHOLDERS’

Current liabilities:

Accounts payable and accrued

Related party payables

Current portion of deferred

employee benefit liabilities

Total current liabilities

grant receivable

work in progress

non-current assets

AND SHAREHOLDERS’ EQUITY

payable and accrued expenses

party payables

portion of deferred grant income

employee benefit liabilities

Long-term deferred grant

Total liabilities

Commitments and contingencies (Note 9)

Shareholders’ equity:

Preferred stock, $ 0.01

par value, 10,000,000

shares authorized, 0

and 1,300,000

shares issued and outstanding at December 31, 2021 and June

30, 2021, respectively

Common stock, $ 0.01

par value, 100,000,000

shares authorized, 14,882,522

and 13,582,122

shares issued and outstanding at December 31, 2021 and June

current liabilities

benefit liabilities

deferred grant income

and contingencies (Note 9)

Shareholders’

stock, $ 0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at March 31, 2022 and June 30,

2021, respectively

Additional paid-in capital

Accumulated deficit

stock, $ 0.01 par value, 100,000,000 shares authorized, 14,889,904 and 13,582,122 shares issued and outstanding at March 31, 2022

and June 30, 2021, respectively

paid-in capital

( 29,097,699 )

1 unchanged sentence

other comprehensive loss

Total consolidated GBS

consolidated GBS Inc.

Non-controlling

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Consolidated Statements of Operations and Other Comprehensive Income (Loss)

Other income:

Months Ended March 31,

support income

Operating expenses:

General and administrative

Development and regulatory

and administrative

and regulatory approval

and capital raising

operating expenses

Loss from operations

( 3,466,635 )

( 4,905,954 )

( 1,580,321 )

Other income (expense):

Interest expense

( 1,072,688 )

Loss from unconsolidated

equity method investment

Realized foreign exchange

other income (expense)

from operations

( 1,342,829 )

( 3,140,515 )

Loss before income taxes

( 6,248,783 )

( 4,720,836 )

income (expense):

( 1,091,249 )

from unconsolidated equity method investment

foreign exchange income (loss)

other income (expense)

( 1,489,135 )

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$ ( 6,184,287 )

Other comprehensive gain (loss), net of tax:

currency translation gain (loss)

other comprehensive gain (loss)

Comprehensive loss

comprehensive loss, net of tax:

currency translation loss

$ ( 262,032 )

$ ( 278,744 )

other comprehensive loss

Comprehensive

( 1,341,340 )

( 3,404,699 )

( 6,303,130 )

( 6,488,715 )

Comprehensive

6 unchanged sentences

$ ( 6,463,031 )

Net loss per share, basic and diluted

Weighted average shares outstanding, basic and diluted

loss per share, basic and diluted

Weighted average

shares outstanding, basic and diluted

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

shareholders’

Balance, June 30, 2021

June 30, 2021

$ ( 22,869,803 )

$ ( 661,260 )

Issuance of common stock at

initial public offering

Issuance of common stock at

initial public offering , shares

Issuance cost of common stock

at initial public offering

Cancellation of common stock

in exchange for preferred shares

Cancellation of common stock

in exchange for preferred shares , shares

Conversion of convertible notes

into common stock at initial public offering

of convertible notes into common stock at ini tial public offering, shares

Conversion of convertible preferred

shares into common stock at initial public offering

Conversion of convertible preferred

shares into common stock at initial public offering , shares

Beneficial conversion feature

Series A warrants exercised

to purchase common shares

Series A warrants exercised

to purchase common shares, shares

Series A and B warrants acquired

Series B warrants exercised

to purchase common shares

Conversion of convertible preferred

shares into common shares

B warrants exercised to purchase common shares

of convertible preferred shares into common shares

( 1,300,000 )

Foreign currency translation

currency translation loss

( 1,432,652 )

( 1,437,840 )

Balance,September 30, 2021

September 30, 2021

( 24,302,455 )

Foreign currency translation

currency translation loss

( 3,459,998 )

( 3,463,823 )

Balance, December 31,

December 31, 2021

( 27,762,453 )

currency translation loss

B warrants exercised to purchase common shares

( 1,335,246 )

Balance, June 30, 2020

( 1,344,133 )

March 31, 2022

$ ( 29,097,699 )

$ ( 718,594 )

Issuance of convertible preferred shares

Foreign currency translation

June 30, 2020

$ ( 15,832,517 )

$ ( 363,951 )

Balance,September 30, 2020

$ ( 5,214,828 )

of convertible preferred shares

currency translation loss

( 1,072,510 )

Issuance of common stock at

initial public offering

Issuance cost of common stock

at initial public offering

( 1,076,915 )

September 30, 2020

( 16,905,027 )

Cancellation of common stock

in exchange for preferred shares

( 3,047,566 )

Conversion of convertible

notes into common stock at initial public offering

Conversion of convertible preferred

shares into common stock at initial public offering

of common stock at initial public offering

cost of common stock at initial public offering

( 3,867,565 )

Beneficial conversion feature

Series A warrants exercised

to purchase common shares

Series A and B warrants acquired

Foreign currency translation

( 3,867,565 )

of common stock in exchange for preferred shares

( 3,000,000 )

Balance, December 31,

of convertible notes into common stock at initial public offering

of convertible preferred shares into common stock at initial public offering

( 2,810,190 )

conversion feature

A warrants exercised to purchase common shares

A and B warrants acquired

currency translation loss

( 1,983,964 )

( 1,990,389 )

December 31, 2020

( 18,888,991 )

A warrants exercised to purchase common shares

B warrants exercised to purchase common shares

currency translation loss

( 3,127,813 )

( 3,142,667 )

March 31, 2021

$ ( 22,016,804 )

$ ( 642,695 )

$ ( 22,016,804 )

$ ( 642,695 )

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Consolidated Statements of Cash Flows

Months Ended December 31,

Cash flows from operating

Months Ended March 31,

flows from operating activities:

$ ( 6,245,796 )

$ ( 6,209,971 )

Adjustments to reconcile

net loss to net cash provided by (used in) operating activities:

Non-cash gain (loss) on

foreign currency translation, net

Loss on investment in affiliate

Contingent beneficial conversion

feature on convertible notes

Non-cash research and development

Non-cash other operating

Changes in operating assets

and liabilities:

Grant receivable

Research and development

tax incentive receivable

Other current assets

Accounts and other payables

Accounts payable - related

to reconcile net loss to net cash used in operating activities:

loss on foreign currency translation, net

on investment in affiliate

beneficial conversion feature on convertible notes

research and development charge

cash refund of R&D expenditure claims

other operating activities

in operating assets and liabilities:

and development tax incentive receivable

current assets

( 2,275,327 )

non-current assets

and other payables

payable - related party

( 1,732,058 )

long-term liabilities

cash provided by (used in) operating activities

cash used in operating activities

( 1,634,829 )

( 9,613,666 )

Cash flows from financing

Proceeds from issuance

Proceeds from warrant holders

for common shares

Proceeds from issuance

of preferred stock

Proceeds from initial public

flows from investing activities:

invested on capital work in progress

cash used in investing activities

flows from financing activities:

from issuance of warrants

from warrant holders for common shares

from issuance of preferred stock

from initial public offering

of equity issuance costs

1 unchanged sentence

cash provided by financing activities

Effect of foreign exchange

rates on cash and cash equivalents

(Decrease)/Increase in

cash and cash equivalents

of foreign exchange rates on cash and cash equivalents

increase in cash and cash equivalents

( 1,817,596 )

1 unchanged sentence

and cash equivalents, end of period

Non-cash investing and financing

Reclassification of deferred

charges to additional paid in capital upon completion of initial public offering

Conversion of notes to

common shares at initial public offering

Conversion of preferred shares into common

Supplemental disclosure

of cash flow information:

Cash paid for income taxes

Cash paid for interest

investing and financing activities

Reclassification

of deferred charges to additional paid in capital upon completion of initial public offering

of notes to common shares at initial public offering

Conversion of preferred

shares into common shares

disclosure of cash flow information:

paid for interest

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

19 unchanged sentences

hormones, chemistry, tumor markers and nucleic acid tests.

of December 31, 2021, GBS Inc, is an 18.5 % owned affiliate of LSBD, an Australian company that owns the worldwide intellectual property

rights to the biosensor platform from University of Newcastle, Australia.

LSBD has licensed to the Company that technology to introduce

and launch the platform in the APAC Region.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation

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and $ 6,245,796

for the three and six months ended December 31,

for the three and nine months ended March

31, 2022, respectively (net loss of $ 3,142,667

and $ 6,209,971

for the three and six months ended December 31,

for the three and nine months ended March

31, 2021, respectively).

At December 31, 2021, the Company has shareholders’ equity of $ 10,044,831 ,

As of March 31, 2022, the Company has shareholders’ equity of $ 8,703,491 ,

working capital of $ 8,443,248 ,

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Operating results for the

three and six months ended December 31, 2021, are not necessarily indicative of the results that may be expected for the year ending

June 30, 2022.

The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read

in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2021,

which was filed with the U.S.

Securities and Exchange Commission (the “SEC”) on September 16, 2021 and amended on Form 10-K/A

filed with the SEC on September 30, 2021 (as amended, the “2021 Form 10-K”).

three and nine months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending June

The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction

with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2021, which was filed

with the U.S.

Securities and Exchange Commission (the “SEC”) on September 16, 2021 and amended on Form 10-K/A filed with

the SEC on September 30, 2021 (as amended, the “2021 Form 10-K”).

of consolidation

36 unchanged sentences

A total of $ 181,598 R&D tax refund income is recognized

in the other income during the current period.

within other income during the current period.

currency translation

7 unchanged sentences

Foreign currency movements resulted in a gain of $ 2,793

and a loss of $ 60,127

for the three and six months ended December 31,

2021 respectively (a gain of $ 33,856

and a loss of $ 16,712

for the three and six months ended December 31,

2020, respectively).

and a loss of $ 57,334 for the three and nine months ended March 31, 2022, respectively (a loss of $ 262,032 and a loss of $ 278,744 for

the three and nine months ended March 31, 2021, respectively).

accordance with the provisions of ASC 740, Income Taxes , tax positions initially need to be recognized in the consolidated financial

2 unchanged sentences

guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

of December 31, 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated

of March 31, 2022, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated

financial statements.

11 unchanged sentences

license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033.

have been incurred through to December 31, 2021 (December 31, 2020:

have been incurred through to March 31, 2022 (March 31, 2021:

March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use

13 unchanged sentences

of Government Assistance by analogy when accounting for the Australian Government grant to the Company.

Australian Government grant proceeds will be used to reimburse construction costs incurred meet the definition of grants related to assets

as the primary purpose for the payments is to fund the construction of a capital asset.

Under IAS 20, government grants related to assets

are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving

at the carrying amount of the asset.

Either of these two methods of presentation of grants related to assets in financial statements

are regarded as acceptable alternatives under IAS 20.

We have elected to record the grants received as deferred income using the first

Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition

of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset.

Under IAS 20, government

grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income or by

deducting the grant in arriving at the carrying amount of the asset.

Either of these two methods of presentation of grants related to

assets in financial statements are regarded as acceptable alternatives under IAS 20.

We have elected to record the grants received as

deferred income using the first method.

IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the

4 unchanged sentences

income on the grant effective date.

The grant receivable was reduced by $ 1.9 million for payments received during the six months ended

December 31, 2021 (no payments were received during the three months ended December 31, 2021) and $ 2.8 million remains in grant receivable

The grant receivable was reduced by $ 1.9 million for payments received during the nine months ended

March 31, 2022 (no payments were received during the three months ended March 31, 2022) and $ 2.8 million remains in grant receivable

on the Condensed Consolidated Balance Sheets.

8 unchanged sentences

A total of $ 179,264

deferred grant income was recognized in other income during the current period.

deferred grant income was recognized within other income during the current period.

loss per share attributable to common shareholders (“EPS”)

64 unchanged sentences

SCHEDULE OF OTHER CURRENT ASSETS

Goods and services tax receivable

Other receivables

and services tax receivable

of the year ended June 30, 2021, the Company made $ 2,600,000 in prepayments for research and development.

6 unchanged sentences

in the Option Agreement dated March 31, 2021 with LSBD (see Note 3).

the three months ended December 31, 2021, the Company assessed the current status of the R&D activities and determined that the most

the nine months ended March 31, 2022, the Company assessed the current status of the R&D activities and determined that the most

likely outcome of the prepaid R&D contribution would be to be application against the exercise price in the Option Agreement and/or

3 unchanged sentences

been expensed as development and regulatory approval costs in the Condensed Consolidated Statements of Operations and Other Comprehensive

Loss during the current period.

Loss during the nine months period ended March 31, 2022.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts and other payables

payable and other payables

SHAREHOLDERS’ EQUITY

of December 31, 2021, 1,401,377 and 59,782 Series A and Series B warrants were held by certain shareholders, respectively.

of March 31, 2022, 1,401,377 and 52,400 Series A and Series B warrants were held by certain shareholders, respectively.

is convertible into 1 share of the Company’s common stock.

September 9, 2021, the Company issued 400 shares of common stock as a result of Series B warrants that were exercised and converted into

common stock.

January 1, 2022 and September 9, 2021, the Company issued 7,382 & 400 shares

respectively of common stock as a result of Series B warrants that were exercised in cashless exercise provision offered during

the Dec 2020 IPO and converted into common stock.

August 31, 2021, all 1,300,000 Series B Convertible Preferred Stock was converted into common stock.

4 unchanged sentences

The following transactions occurred

with LSBD during the period July 1, 2021 to December 31, 2021.

Company incurred a total cost of $ 26,081

and $ 145,733

during the three and six months ended December

31, 2021, respectively (three and six months ended December 31, 2020:

$nil), towards overhead cost reimbursement which includes salaries,

rents and other related overheads directly attributable to the Company which are included in general and administration expenses in the

Condensed Consolidated Statements of Operations and Other Comprehensive Loss.

with LSBD during the period July 1, 2021 to March 31, 2022.

Company incurred a total cost of $ nil and $ 145,733 during the three and nine months ended March 31, 2022, respectively (three and nine

months ended March 31, 2021:

$ nil ), towards overhead cost reimbursement which includes salaries, rents and other related overheads directly

attributable to the Company which are included in general and administration expenses in the Condensed Consolidated Statements of Operations

and Other Comprehensive Loss.

INVESTMENT IN AFFILIATE

10 unchanged sentences

over BiosensX (North America) Inc.

but, in accordance with ASC 810, Consolidation , LSBD is deemed to have control over BiosensX

(North America) Inc.

due to its direct ownership of 50% in BiosensX (North America) Inc.

and indirect ownership of 50% in BiosensX (North

America) Inc.

through GBS Inc.

of December 31, 2021, LSBD holds 18.5 % of common Stock of GBS Inc.

and therefore still has control over BiosensX (North America) Inc.

the quarter, LSBD sold all its shares in GBS Inc., as a result of this as of March 31, 2022, both LSBD and GBS Inc.

held 50 % ownership

in BiosensX (North America) Inc.

determined whether it has a controlling financial interest in Biosensx (North America) Inc.

by first evaluating whether the entity is a voting interest entity or a variable interest entity under GAAP.

Voting interest entities

are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides

the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about

the entity’s activities.

The Company consolidates voting interest entities (VIEs) in which it has all, or at least a majority of,

the voting interest.

As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of

a voting interest entity.

A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities

of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive

benefits that could potentially be significant to the VIE.

The enterprise with a controlling financial interest, known as the primary

beneficiary, consolidates the VIE.

The management concluded that GBS Inc.

does not have a controlling financial interest in BiosensX

(North America) Inc., hence it continues to recognize its investments in BiosensX (North America) Inc.

using the equity method.

following table summarizes the amount recorded in the unaudited condensed consolidated financial statements:

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

Investment value

Loss from the affiliate

Carrying amount

from the affiliate

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

agreed to pay Johns Hopkins a total amount of $ 423,589 as a part of this sponsored research agreement of which $ 13,175 remains payable

as of December 31, 2021.

as of March 31, 2022.

February 2021 the Company signed a deed of confirmation and variation with the University of Newcastle for the research and development

1 unchanged sentence

The Company agreed to pay the University of Newcastle $ 2,054,880

of which $ 841,913 remains payable as of December 31, 2021.

of which $ 499,560 remains payable as of March 31, 2022.

Company has no material future minimum lease commitments or purchase commitments.

7 unchanged sentences

The Company has operating

losses carried forward of $ 29,929,253

which are derived from its operations in Australia and the

US and are available to reduce future taxable income.

Such loss carry forwards may be carried forward indefinitely, subject to compliance

with tests of continuity and additional rules.

losses carried forward of $ 29,097,699 which are derived from its operations in Australia and the US and are available to reduce future

taxable income.

Such loss carry forwards may be carried forward indefinitely, subject to compliance with tests of continuity and additional

net operating loss carried forward gives rise to a deferred tax asset of approximately $ 7,507,983 .

However, the Company has determined that a valuation

allowance of $ 6,456,938

against such deferred tax asset is necessary, as it cannot

be determined that the carry forwards will be utilized.

allowance of $ 7,507,983 against

such deferred tax asset is necessary, as it cannot be determined that the carry forwards will be utilized.

LOSS PER SHARE

5 unchanged sentences

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

Net loss attributable to GBS Inc.

loss attributable to GBS Inc.

$ ( 1,335,246 )

2 unchanged sentences

$ ( 6,184,287 )

Basic and diluted net loss per share attributed

to common shareholders

Weighted-average number of shares outstanding

and diluted net loss per share attributed to common shareholders

Weighted-average

number of shares outstanding

following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods

1 unchanged sentence

SCHEDULE OF ANTI-DILUTIVE WARRANTS

Warrants - Series A

Warrants - Series B

Warrants issued to underwriters

Pre IPO warrants

Warrants to LSBD

Preferred stock - Series B

issued to underwriters

issued to LSBD

stock - Series B

Antidilutive securities excluded from computation of earnings per share, amount

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements