What changed in this filing

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Item 1A. Risk Factors

2022-05-16 compared with 2022-02-11 · 56 added, 4 removed, 4 unchanged (94% of the section changed)

RISK FACTORS.

addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed

in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June

As of the date of this

Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed

with the SEC on September 16, 2021, except for those included below.

Any of those risk factors could result in a significant or material

adverse effect on our results of operations or financial condition.

Additional risk factors not presently known to us or that we currently

deem immaterial may also impair our business or results of operations.

We may disclose changes to such factors or disclose additional

factors from time to time in our future filings with the SEC.

We could be party to litigation or other

legal proceedings that could adversely affect our business, results of operations and reputation.

We may be subject

to litigation and other legal proceedings that may adversely affect our business.

These legal proceedings may involve claims brought

by employees, government agencies, suppliers, shareholders or others through private actions, class actions, administrative proceedings,

regulatory actions, or other litigation.

These legal proceedings may involve allegations of illegal, unfair or inconsistent employment

practices, including wage and hour, employment of minors, discrimination, harassment, wrongful termination, and vacation and family leave

data security or privacy breaches;

violation of the federal securities laws or other concerns.

We could be involved in litigation and

legal proceedings in the future.

Even if the allegations against us in future legal matters are unfounded or we ultimately

are not held liable, the costs to defend ourselves may be significant and the litigation may subject us to substantial settlements, fines,

penalties or judgments against us and may consume management’s bandwidth and attention, some or all of which may negatively impact our

financial condition and results of operations.

Litigation also may generate negative publicity, regardless of whether the allegations

are valid, or we ultimately are liable, which could damage our reputation, and adversely impact our sales and our relationship with our

employees, clients, and guests.

failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock, which could negatively

impact the market price and liquidity of our common stock and our ability to access the capital markets.

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).

Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market.

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.

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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

1 unchanged sentence

DEFAULTS UPON SENIOR SECURITIES.

MINE SAFEY DISCLOSURES.

MINE SAFETY DISCLOSURES.

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 1A. Risk Factors