GBS(INBS) - 2022 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements and management's analysis of financial condition and operational results Item 1. Financial Statements (unaudited) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, changes in shareholders' equity, and cash flows, along with detailed notes providing context on the company's financial position, performance, and accounting policies Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position at specific dates, detailing assets, liabilities, and shareholders' equity Total Assets | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $15,235,997 | | Jun 30, 2021 | $21,859,369 | | Change | -$6,623,372 | | % Change | -30.3% | Total Liabilities | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $5,191,166 | | Jun 30, 2021 | $6,852,748 | | Change | -$1,661,582 | | % Change | -24.2% | Total Shareholders' Equity | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $10,044,831 | | Jun 30, 2021 | $15,006,621 | | Change | -$4,961,790 | | % Change | -33.1% | Current Liabilities | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $4,009,471 | | Jun 30, 2021 | $3,682,650 | | Change | $326,821 | | % Change | +8.9% | Condensed Consolidated Statements of Operations and Other Comprehensive (Income)/ Loss This section details the company's financial performance over specific periods, including net loss and other comprehensive income/loss components Net Loss (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(3,463,823) | | 2020 | $(1,990,389) | | Change | $(1,473,434) | | % Change | +74.0% | Net Loss (Six Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(4,901,663) | | 2020 | $(3,067,304) | | Change | $(1,834,359) | | % Change | +59.8% | Government Support Income (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $177,791 | | 2020 | $283,037 | | Change | $(105,246) | | % Change | -37.2% | Development and Regulatory Approval Expenses (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $2,641,182 | | 2020 | $341,820 | | Change | $2,299,362 | | % Change | +672.7% | Basic and Diluted Net Loss Per Share (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(0.23) | | 2020 | $(0.23) | Condensed Consolidated Statements of Changes in Shareholders' Equity This section outlines the changes in the company's shareholders' equity over time, reflecting net loss and stock transactions Total Shareholders' Equity | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $10,044,831 | | Jun 30, 2021 | $15,006,621 | - All 1,300,000 Series B Convertible Preferred Stock were converted into common stock on August 31, 2021[14][64] - 400 shares of common stock were issued as a result of Series B warrants exercised on September 9, 2021[14][63] - Net loss attributable to GBS Inc. for the three months ended December 31, 2021, was $(3,459,998)[14] Condensed Consolidated Statements of Cash Flows This section presents the cash inflows and outflows from operating, investing, and financing activities over specific periods Net Cash Provided by (Used in) Operating Activities (Six Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(1,342,605) | | 2020 | $(3,454,231) | Net Cash Provided by Financing Activities (Six Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $0 | | 2020 | $22,904,818 | Cash and Cash Equivalents (End of Period) | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $11,190,622 | | Dec 31, 2020 | $19,877,860 | - The company experienced a decrease in cash and cash equivalents of $(1,383,063) for the six months ended December 31, 2021[17] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, clarifying accounting policies and significant events NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS This note describes GBS Inc.'s core business as a biosensor diagnostic technology company and its relationship with LSBD - GBS Inc. is a biosensor diagnostic technology company focused on developing a non-invasive Saliva Glucose Biosensor (SGB) for diabetes management and a SARS-CoV-2 test globally[19][20][21] - GBS Inc. is an 18.5% owned affiliate of LSBD, an Australian company that owns the worldwide intellectual property rights to the biosensor platform and licenses the technology to GBS for the APAC Region[22] NOTE 2. LIQUIDITY This note addresses the company's financial liquidity, highlighting its history of losses and management's assessment of its ability to continue as a going concern - The company is an emerging growth company that has not generated any revenues to date and has incurred continuous losses and negative cash flows from operating activities since inception[24] - Management believes it has sufficient working capital ($10,075,538 as of Dec 31, 2021) to finance operations for at least the next twelve months, preparing financial statements on a going concern basis[25][28] Net Loss (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(3,463,823) | | 2020 | $(1,990,389) | Net Loss (Six Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(4,901,663) | | 2020 | $(3,067,304) | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note outlines the key accounting principles and policies applied in preparing the financial statements, including those related to emerging growth company status - The financial statements are prepared in accordance with GAAP for interim information, and the company has elected to defer the adoption of new accounting pronouncements as an emerging growth company[29][54] - R&D expenditures are expensed as incurred, and the company recognizes refundable R&D tax refunds as income when recovery is reasonably assured[34][37] - The company entered into an agreement with the Australian Government for a grant of up to $4.7 million to assist with building a manufacturing facility, recognized as deferred income and amortized over the depreciation period of the related asset[45][47][49] NOTE 4. OTHER CURRENT ASSETS This note details the composition and changes in other current assets, including the impact of prepaid R&D contributions - Other current assets significantly decreased from $2,509,017 at June 30, 2021, to $148,157 at December 31, 2021, primarily due to the expensing of a $2,600,000 prepaid R&D contribution[59][61] NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES This note provides a breakdown of the company's accounts payable and accrued expenses, showing changes over the reporting period Accounts and Other Payables | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $344,920 | | Jun 30, 2021 | $1,355,894 | | Change | $(1,010,974) | | % Change | -74.6% | NOTE 6. SHAREHOLDERS' EQUITY This note details changes in shareholders' equity, including preferred stock conversions and common stock issuances - All 1,300,000 Series B Convertible Preferred Stock were converted into common stock on August 31, 2021[64] - 400 shares of common stock were issued as a result of Series B warrants exercised on September 9, 2021[63] NOTE 7. RELATED-PARTY TRANSACTIONS This note discloses transactions with related parties, specifically overhead cost reimbursements from LSBD Overhead Cost Reimbursement from LSBD | Period | Amount (USD) | | :--- | :--- | | Three Months Ended Dec 31, 2021 | $26,081 | | Six Months Ended Dec 31, 2021 | $145,733 | NOTE 8. INVESTMENT IN AFFILIATE This note describes the company's investment in BiosensX (North America) Inc. and its accounting treatment - The company holds a 50% interest in BiosensX (North America) Inc., accounted for using the equity method[67][68] LSBD, as an 18.5% shareholder of GBS Inc., maintains control over BiosensX (North America) Inc[69] Investment Value in Affiliate | Date | Amount (USD) | | :--- | :--- | | Dec 31, 2021 | $0 | | Jun 30, 2021 | $135,692 | NOTE 9. COMMITMENTS AND CONTINGENCIES This note outlines the company's contractual commitments for sponsored research and R&D activities - The company has commitments for sponsored research with Johns Hopkins Bloomberg School of Public Health ($119,072 remaining payable) and for R&D with the University of Newcastle ($841,913 remaining payable)[71][72] NOTE 10. INCOME TAX This note discusses the company's income tax position, including operating loss carryforwards and deferred tax assets - The company has operating loss carryforwards of $29,929,253, resulting in a deferred tax asset of approximately $6,456,938, against which a full valuation allowance has been established[75][76] NOTE 11. LOSS PER SHARE This note presents the basic and diluted net loss per share, explaining the exclusion of anti-dilutive securities Basic and Diluted Net Loss Per Share (Three Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(0.23) | | 2020 | $(0.23) | Basic and Diluted Net Loss Per Share (Six Months Ended Dec 31) | Year | Amount (USD) | | :--- | :--- | | 2021 | $(0.34) | | 2020 | $(0.35) | - Potentially dilutive securities (warrants, preferred stock) were excluded from diluted EPS calculation due to their anti-dilutive effect given the company's net losses[52][79] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. This section provides management's perspective on the company's financial condition and operational results, highlighting increased net losses driven by expanded R&D and administrative activities post-IPO, and discussing liquidity, product development, and regulatory progress for its biosensor technologies Forward-Looking Information This section cautions that forward-looking statements are subject to various risks and uncertainties that may cause actual results to differ materially - Forward-looking statements are subject to risks, uncertainties, and assumptions, including those detailed in 'Item 1A — Risk Factors'[82] - Management cannot predict all risks or assess the impact of all factors that may cause actual results to differ materially from forward-looking statements[82] Overview This section provides a general introduction to GBS Inc.'s mission to commercialize its biosensor platform technology for non-invasive diagnostic testing - GBS Inc. aims to commercialize its Biosensor Platform technology for non-invasive, real-time diagnostic testing[84] - The company's initial priorities are to develop and launch the Saliva Glucose Biosensor and the SARS-CoV-2 Antibody Biosensor[86] - GBS Inc. is 18.5% owned by LSBD, which holds worldwide IP rights to the biosensor platform and licenses the technology to GBS for the APAC Region and globally for the SARS-CoV-2 Antibody Sensor[85] Saliva Glucose Test This section details the development of the Saliva Glucose Biosensor (SGB) for non-invasive diabetes management, including its technology and clinical progress - The Saliva Glucose Biosensor (SGB) aims to provide a non-invasive and pain-free method for diabetes management, freeing users from painful blood monitoring[87][88] - The SGB is being developed as a small, printable organic strip using modified reel-to-reel printing technology for mass, low-cost production[89] - The first stage of the clinical plan for the SGB is anticipated to be completed by July 2022[91] - The company is working on sourcing equipment for a new high-tech manufacturing facility and evaluating further Australian Government funding for medical research commercialization[93] COVID Test This section describes the SARS-CoV-2 Antibody biosensor, its clinical validation, regulatory efforts, and potential applications - Preliminary clinical validation study showed the SARS-CoV-2 Antibody biosensor assay was 100% sensitive and 100% specific, with results in less than 10 minutes[92][94] - The licensor, LSBD, filed an application with the U.S. FDA for Breakthrough Device Designation, and the team is generating further data based on FDA feedback[93] - The COVID Test has potential applications in population screening, post-vaccination screening to assess antibody responses, and as a complement to RNA virus detection tests for diagnosis[95][101] - The saliva-based approach offers competitive advantages such as non-invasiveness, increased testing scale, lower detection limits, improved sensitivity/specificity, real-time quantitative results, and community-based diagnosis[96][97][98][99] Initial public offering This section summarizes the details and impact of the company's initial public offering (IPO) in December 2020 - The company closed its initial public offering (IPO) on December 28, 2020[102] IPO Details | Metric | Value (USD) | | :--- | :--- | | Units Sold | 1,270,589 | | Public Offering Price | $17.00 per unit | | Net Proceeds | $17,732,448 | - Upon IPO closing, all outstanding preferred stock (2,810,190 shares) and convertible notes (710,548 shares) were automatically converted into common stock[103] Results of Operations: Comparison of the Three and Six Months Ended December 31, 2021 and 2020 This section analyzes the company's financial performance by comparing revenues, operating expenses, and other income/expenses for the specified periods Revenue This subsection details the company's revenue, primarily government support income, and explains changes over the reporting periods Government Support Income (Three Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $177,791 | $(105,246) | -37.2% | | 2020 | $283,037 | | | Government Support Income (Six Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $177,791 | $(160,673) | -47.5% | | 2020 | $338,464 | | | - The decrease in government support income was primarily due to the discontinuation of COVID-19 related government support received in the previous financial year (discontinued in April 2021)[104][105] Operating expenses This subsection analyzes changes in operating expenses, including general and administrative, development and regulatory, and capital raising costs General and Administrative Expenses (Three Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $1,003,244 | $331,794 | +49.4% | | 2020 | $671,450 | | | General and Administrative Expenses (Six Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $2,335,764 | $1,143,311 | +95.9% | | 2020 | $1,192,453 | | | Development and Regulatory Expenses (Three Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $2,641,182 | $2,299,362 | +672.7% | | 2020 | $341,820 | | | Development and Regulatory Expenses (Six Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $2,747,981 | $2,375,223 | +637.2% | | 2020 | $372,758 | | | - The increase in development and regulatory expenses was primarily due to funding availability post-IPO and the expensing of a $2,600,000 prepaid R&D contribution[109][110] Prospectus and Capital Raising Expenses (Three Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $0 | $(187,093) | | 2020 | $187,093 | | Prospectus and Capital Raising Expenses (Six Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $0 | $(353,574) | | 2020 | $353,574 | | Other income and expenses This subsection reviews non-operating financial items such as interest expense and foreign exchange gains or losses Interest Expense (Three Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $675 | $(986,185) | -99.9% | | 2020 | $986,860 | | | Interest Expense (Six Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $675 | $(1,072,013) | -99.9% | | 2020 | $1,072,688 | | | - The decrease in interest expense was attributable to the conversion of convertible notes into common shares after the completion of the IPO in December 2020[114][115] Realized Foreign Exchange Gain (Loss) (Three Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $14 (gain) | $86,651 | | 2020 | $(86,637) (loss) | | Realized Foreign Exchange Loss (Six Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $(3,104) (loss) | $276,003 | | 2020 | $(279,107) (loss) | | Income tax (expense) benefit This subsection discusses the company's income tax position, noting the absence of income tax expense and the full valuation allowance on deferred tax assets - There was no income tax expense for the three and six months ended December 31, 2021 and 2020[118] - The company has established a full valuation allowance for all of its deferred tax assets[118] Other comprehensive income This subsection reports components of other comprehensive income, specifically foreign currency translation gains or losses Foreign Currency Translation Gain (Loss) (Three Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $7,355 (gain) | $(26,501) | | 2020 | $33,856 (gain) | | Foreign Currency Translation Loss (Six Months Ended Dec 31) | Year | Amount (USD) | Change | | :--- | :--- | :--- | | 2021 | $(60,127) (loss) | $(43,415) | | 2020 | $(16,712) (loss) | | Net loss This subsection details the company's net loss for the reporting periods and attributes the increase to expanded operational activities Net Loss (Three Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $3,463,832 | $1,473,434 | +74.0% | | 2020 | $1,990,389 | | | Net Loss (Six Months Ended Dec 31) | Year | Amount (USD) | Change | % Change | | :--- | :--- | :--- | :--- | | 2021 | $4,901,663 | $1,834,359 | +59.8% | | 2020 | $3,067,304 | | | - The increase in net loss was primarily driven by the expansion of the company's operational activities to progress regulatory and development milestones[121][122] Liquidity and Capital Resources This section assesses the company's financial liquidity and capital resources, including cash position and future funding needs Liquidity Metrics (Dec 31, 2021) | Metric | Amount (USD) | | :--- | :--- | | Cash and Cash Equivalents | $11,190,622 | | Working Capital | $10,075,538 | - Management believes it has sufficient capital resources to operate until at least the first half of 2023, using net proceeds for regulatory approvals, manufacturing, APAC distribution, and general corporate purposes[125][128] - The company does not anticipate generating revenue in the near future and may require additional funding sooner than expected if resources are consumed rapidly or product development/commercialization targets are not met[125][126] Extended Transition Period for "Emerging Growth Companies" This section explains the company's election to use the extended transition period for new accounting standards as an emerging growth company - The company elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act[129] - This election may result in financial statements not being comparable to companies that comply with public company effective dates, potentially impacting investor evaluation[129] Off-Balance Sheet Arrangements This section confirms the absence of material off-balance sheet arrangements that could significantly impact the company's financial condition - As of December 31, 2021, the company does not have any off-balance-sheet arrangements that are material or reasonably likely to have a material effect on its financial condition or results of operations[130] Critical Accounting Policies and Use of Estimates This section states that there were no material changes to the company's critical accounting policies during the reporting period - There were no material changes to the company's critical accounting policies during the three and six months ended December 31, 2021, from those disclosed in the 2021 Form 10-K[132] Recently issued Accounting Pronouncements This section refers to the notes to financial statements for details on the impact of recently issued accounting pronouncements - Refer to Note 3 to the unaudited condensed consolidated financial statements for the impact of recently issued accounting pronouncements[133] Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, GBS Inc. is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[134] Item 4. Controls and Procedures. Management concluded that disclosure controls and procedures were not effective as of December 31, 2021, due to a material weakness in internal control over financial reporting, stemming from insufficient accounting personnel and lack of formally documented policies post-IPO, though financial statements are believed to be fairly presented Evaluation of Disclosure Controls and Procedures This section details management's conclusion on the effectiveness of disclosure controls and procedures, noting a material weakness - Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2021, due to a material weakness in internal control over financial reporting[135] - Despite the ineffectiveness, management believes the unaudited condensed consolidated financial statements and other information in this report fairly present the company's business, financial condition, and results of operations[136] Material Weakness This section describes the identified material weakness in internal control over financial reporting, including specific deficiencies - A material weakness was identified in internal control over financial reporting, characterized by an ineffective control environment commensurate with financial reporting requirements post-IPO[138] - Specific deficiencies include a lack of formally documented policies and procedures for review/supervision, insufficient evidence for control performance, and limited accounting personnel and supervisory resources[138] Remediation Plan This section outlines management's plan to address the material weakness through increased personnel and enhanced controls - Management is remediating the material weakness by adding accounting and finance personnel to improve segregation of duties and oversight[139][141] - Controls are being enhanced to improve the preparation and review of complex accounting measurements and the application of GAAP[141] - Outside consultants are being engaged to assist with the evaluation, design, implementation, and documentation of internal controls[141] Inherent Limitation on the Effectiveness of Internal Controls This section acknowledges the inherent limitations of internal controls, providing only reasonable assurance against misstatement - The effectiveness of internal controls is inherently limited by factors such as judgment, resource constraints, and the risk that controls may become inadequate or compliance may deteriorate, providing only reasonable, not absolute, assurance[141] Changes in Internal Controls over Financial Reporting This section reports on any material changes to internal controls over financial reporting during the most recent fiscal quarter - Other than in connection with the described remediation plan, there have been no material changes to the company's internal controls over financial reporting during the most recent fiscal quarter[142] PART II. Other Information This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and other disclosures Item 1. Legal Proceedings. The company is not currently involved in any material legal proceedings that are expected to have a material adverse effect on its financial condition, results of operations, or liquidity - The company is not currently engaged in any material legal proceedings[144] Item 1A. Risk Factors. There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 - There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021[145] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There were no unregistered sales of equity securities during the reporting period - There were no unregistered sales of equity securities during the period[146] Item 3. Defaults Upon Senior Securities. The company reported no defaults upon senior securities - No defaults upon senior securities[147] Item 4. Mine Safety Disclosures. This item is not applicable to the company - This item is not applicable to the company[148] Item 5. Other Information. No other information is reported under this item - No other information is reported under this item[149] Item 6. Exhibits. This section lists the exhibits filed with the Form 10-Q, including certifications from the Principal Executive Officer and Principal Financial Officer, and Inline XBRL documents - Exhibits include certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[150] SIGNATURES This section contains the official signatures of the company's executive officers, certifying the accuracy of the report Signatures The report is signed by Steven Boyages, Interim Chief Executive Officer and President, and Spiro Sakiris, Chief Financial Officer, on February 10, 2022 - The report was signed by Steven Boyages (Interim Chief Executive Officer and President) and Spiro Sakiris (Chief Financial Officer) on February 10, 2022[153]