Transaction Information
GBS Inc. (Nasdaq: GBS) announced it has acquired Intelligent Fingerprinting Limited (IFP), thus expanding the GBS platform of rapid, non-invasive diagnostic testing technologies. In addition, GBS announced it has begun the process of changing its corporate name.
As a result of the transaction, GBS has gained access to the full IFP product portfolio, the company's current customer base which exceeds 200 customers, and its ISO 13485 manufacturing facility in the United Kingdom, which complements GBS' development of its own facility at the University of Newcastle, Australia. GBS will immediately begin the process of submitting IFP's CE Mark to the Therapeutic Goods Association of Australia and acting as the sponsor for regulatory approval to begin a direct sales campaign in the first half of 2023.
Under the terms of the transaction, GBS has issued 2,963,091 shares of GBS Common Stock and 2,363,003 shares of Series C Convertible Preferred Stock ("Preferred Stock") to the shareholders of IFP. A further amount of up to 1,649,273 shares of Preferred Stock have been reserved for issuance to shareholders of, and lenders to, IFP subject to the terms of the transaction documents. Subject to an affirmative vote of GBS shareholders, each share of Preferred Stock is convertible into three shares of GBS Common Stock. The former shareholders of IFP have entered into a twelve-month lock-up agreement on sales of GBS Preferred Stock and Common Stock issued pursuant to this transaction. The former majority shareholders of IFP have the right to appoint two board members to the board of GBS, subject to satisfaction of certain requirements.
Ladenburg Thalmann & Co. Inc. acted as Exclusive Financial Advisor to GBS Inc.
Some of the statements in this release 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 press release include, without limitation, GBS Inc.'s ability to successfully integrate Intelligent Fingerprinting Limited's operations as a result of the acquisition described in this press release, develop, and commercialize its diagnostic tests, realize commercial benefit from its partnerships and collaborations, and secure regulatory approvals, among others. Although GBS Inc. 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. GBS Inc. 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 GBS's public filings filed with the Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of its date. GBS undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
About GBS Inc.
GBS Inc. is a life sciences company developing non-invasive, real-time monitoring and diagnostic tests for patients and their primary health practitioners. With the world-first Biosensor Platform, GBS Inc. is developing and launching diagnostic tests urgently needed to help people living with diabetes. For more information, please visit GBS.inc.
The information and material presented is provided for informational purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or buy any securities mentioned herein.