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United States securities and exchange commission logo
October 7, 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. 6 to
Registration Statement on Form S-1
Filed October 1,
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
September 2, 2020 letter.
Amendment No. 6 to Registration Statement on Form S-1
Our Company, page 1
1. We note your response
to prior comment 3 and your disclosure that "the launch of the
Saliva Glucose
Biosensor, or "SGB" will now follow the SARS-CoV-2 Test." Please
revise your disclosure
in this section to disclose, if true, that the company does not
anticipate that any
material use of the proceeds from this offering will be used for the
development of the
SARS-CoV-2 Test. Given your current negative working capital, and
your response that you
will not use a material use or proceeds for that test, please also
disclose how you intend
to develop this test.
Harry Simeonidis
FirstName
GBS Inc. LastNameHarry Simeonidis
Comapany
October NameGBS Inc.
7, 2020
October
Page 2 7, 2020 Page 2
FirstName LastName
Summary Financial Data, page 11
2. We do not note any revised disclosure in response to prior comment 2.
Please revise pro
forma net loss per share and pro forma weighted average number of
shares outstanding to
reflect the mandatory conversion of Series A Convertible Preferred
stock and convertible
notes. Also, disclose the pro forma common shares outstanding as of
the most recent
balance sheet date to reflect the mandatory conversions, both here and
on page 41.
Capitalization, page 41
3. Please reconcile for us the actual to pro forma additional paid-in
capital. In this regard,
we note the difference attributable to $5,133,706, but the remaining
difference is not
clear.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-3
4. We note that part of the audit report appears to be omitted from your
filing. Please
include a complete audit report in an amended filing.
Exhibits and Financial Statement Schedules, page II-4
5. Please file your financial statements, and each exhibit to your
filing, in the proper text-
searchable format. See Item 301 of Regulation S-T.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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.