Blog: GBS INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 1.01. Entry into a Material Definitive Agreement.

On June 16, 2022, GBS Inc. (the “Company”) executed an agreement with
Intelligent Fingerprinting Limited (“IFP”), providing the Company with the
exclusive right until December 31, 2022 (subject to IFP’s right to terminate the
agreement early after August 31, 2022), to evaluate and negotiate a transaction
to acquire IFP or its assets (or a similar transaction). In consideration for
this exclusivity, on June 16, 2022, the Company entered into a Bridge Facility
Agreement with IFP (the “Bridge Facility Agreement”) through which the Company
will provide IFP with an unsecured term loan facility in the amount of $500,000
(USD) (the “Loan”), which amount is payable on the earliest of the consummation
of an acquisition, 30 days following the termination of exclusivity under the
exclusivity agreement, an event of default under the Bridge Facility Agreement,
or December 31, 2022. The Loan contains customary representations and warranties
by IFP and bears interest at two percent per annum (or four percent per annum in
the event the Loan is not repaid in full when due) above the Sterling Barclays
Bank Base Rate from time to time.

Completion of the proposed transaction contemplated by the Exclusivity Agreement
is subject to the negotiation of a definitive agreement providing for the
transaction and satisfaction of any conditions negotiated therein. Accordingly,
there can be no assurance that a definitive agreement will be entered into or
that the proposed transaction will be consummated, or if a transaction is
consummated, as to its terms, structure, or timing.

Item 7.01. Regulation FD Disclosure.

On June 16, 2022, the Company issued a press release announcing the Exclusivity
Agreement, the Bridge Facility Agreement and the Loan. The full text of the
press release is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.

The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is
being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to
the liabilities of that section, nor shall it be deemed to be incorporated by
reference in any registration statement or other document filed under the
Securities Act of 1933 or the Exchange Act, except as otherwise stated in such

Forward-Looking Statements:

Some of the statements in this Current Report on Form 8-K are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act of 1995, which involve risks and uncertainties.
Forward-looking statements in this Current Report on Form 8-K include, without
limitation, the Company’s ability to consummate the proposed transaction
described in this Current Report on Form 8-K, develop and commercialize its
diagnostic tests, realize commercial benefit from its partnerships and
collaborations, and secure regulatory approvals, among others. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable as of the date made, expectations may prove to have
been materially different from the results expressed or implied by such
forward-looking statements. The Company has attempted to identify
forward-looking statements by terminology, including “believes,” “estimates,”
“anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,”
“could,” “might,” “will,” “should,” “approximately” or other words that convey
uncertainty of future events or outcomes to identify these forward-looking
statements. These statements are only predictions and involve known and unknown
risks, uncertainties, and other factors, included in the Company’s public
filings filed with the Securities and Exchange Commission. Any forward-looking
statements contained in this Current Report on Form 8-K speak only as of its
date. The Company undertakes no obligation to update any forward-looking
statements contained in this Current Report on Form 8-K to reflect events or
circumstances occurring after its date or to reflect the occurrence of
unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

No.    Description

99.1     Press Release dated June 16, 2022

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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