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United States securities and exchange commission logo
September 2, 2020
Harry Simeonidis
Chief Executive Officer and President
GBS Inc.
708 Third Avenue, 6th Floor
New York, New York 10017
Re: GBS Inc.
Amendment No. 5 to
Registration Statement on Form S-1
Filed August 6,
2020
File No. 333-232557
Dear Mr. Simeonidis:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 19, 2019 letter.
Amendment No. 5 to Registration Statement on Form S-1 filed August 6,
2020
Our Company, page 1
1. Please revise to
explain clearly the stage of development of COVID-19 diagnostic test and
where that stage of
development stands in relation to other tests that are currently being
used or developed.
Please also revise to explain clearly the nature of the "collaboration"
to which you refer,
including the obligations of each party and the status of the efforts.
File the agreement with
Wyss as an exhibit.
Summary Financial Data, page 11
2. Please provide pro
forma net loss per share and weighted average number of shares
outstanding to reflect
the mandatory conversion of Series A Convertible Preferred
Harry Simeonidis
GBS Inc.
September 2, 2020
Page 2
Stock and convertible notes, for the most recent fiscal year and any
interim period. Also
disclose the pro forma common shares outstanding as of the most recent
balance sheet
date to reflect the mandatory conversions, here and on page 41.
Use of Proceeds, page 38
3. We note your disclosure that the launch of the Saliva Glucose
Biosensor will now follow
your proposed SARS-CoV-2 Test. Please tell us whether a material use
of proceeds from
this offering will be for the development of your SARS-CoV-2 Test or
revise your
disclosure as appropriate.
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Note 4. Licensing Rights, page F-16
4. Please revise to disclose the significant terms of the license
agreement, including royalty
rates and milestone payments.
Note 11. Subsequent Events, page F-19
5. Please disclose (i) how you will account for your 50% interest in
BiosenX, (ii) the
amount you will record, and (iii) whether you and BiosenX are entities
under common
control. Also tell us how you considered the financial statement
requirements of Rule 8-
04 of Regulation S-X.
6. We note a research agreement was entered into by your parent company
and Wyss, on
May 29, 2020. Please clarify your disclosure to describe the extent
you are a legal party
to this agreement. Also, we note disclosure in the filing that you
entered into the
agreement (e.g., see page F-9). Please revise your filing to ensure
consistent disclosure.
7. Please revise to disclose the significant terms of the June 23, 2020
agreement entered into
by you and your parent company. For example, disclose the minimum
royalty provisions.
Signatures, page II-5
8. We note that Mr. Sakiris has signed the registration statement as
attorney in fact for Dr.
Boyages and Messrs. Towers and Fisher. Please file the applicable powers
of attorney as
FirstName LastNameHarry Simeonidis
an exhibit to the registration statement. In this regard, we note these
directors do not
Comapany NameGBS
appear Inc.
to have executed a power of attorney filed with prior
amendments to this
registration
September 2, 2020 statement.
Page 2
FirstName LastName
Harry Simeonidis
FirstName
GBS Inc. LastNameHarry Simeonidis
Comapany 2,
September NameGBS
2020 Inc.
September
Page 3 2, 2020 Page 3
FirstName LastName
You may contact Michael Fay at (202) 551-3812 or Brian Cascio at (202)
551-3676 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek at (202) 551-3641
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Ralph V. De Martino, Esq.