As filed with the Securities and Exchange Commission on December 22, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GBS, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 3829 | 82-1512711 | ||
(State or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
Incorporation or Organization) | Classification Code Number) | Identification Number) |
708 Third Avenue, 6th Floor
New York, New York 10017
Telephone: (646) 828-8258
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Harry Simeonidis
Chief Executive Officer and President
708 Third Avenue, 6th Floor
New York, New York 10017
Telephone: (646) 828-8258
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Ralph V. De Martino, Esq. | Robert F. Charron, Esq. | |
Schiff Hardin LLP | Ellenoff Grossman & Schole LLP | |
901 K Street, NW, Suite 700 | 1345 Avenue of the Americas | |
Washington, DC 20001 | New York, New York 10020 | |
Telephone: (202) 724-6848 | Telephone: (212) 931-8704 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-232557
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check one):
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] (Do not check if a smaller reporting company) | Smaller reporting company | [X] |
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered | Maximum Aggregate Offering Price (1)(2) | Amount of Registration Fee | ||||||
Units: | $ | 4,383,531 | $ | 478.24 | ||||
Common stock, par value $0.01 per share | $ | - | $ | - | ||||
Warrants to purchase common stock | ||||||||
Shares of common stock issuable upon exercise of the Series A Warrants | $ | 2,191,765 | $ | 239.12 | ||||
Shares of common stock issuable upon exercise of the Series B Warrants | $ | 4,383,531 | $ | 478.24 | ||||
Series B Convertible Preferred Stock | ||||||||
Shares of common stock underlying the Series B Convertible Preferred Stock | ||||||||
Underwriter’s warrants | ||||||||
Common stock underlying Underwriters’ warrants | $ | 209,647 | $ | 22.87 | ||||
Total | $ | 11,168,475 | $ | 1,218.47 |
(1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
(2) | In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1 (File No. 333-232557), as amended, is hereby registered. The registrant previously registered securities with a proposed aggregate offering price of $55,842,378 on the Registration Statement on Form S-1 (File No. 333-232557), for which a filing fee of $6,092.40 was previously paid. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent, and the consent of the independent registered public accounting firm of GBS, Inc. (“Company”). This registration statement relates to the Company’s registration statement on Form S-1 (File No. 333-232557), as amended, including the exhibits and power of attorney thereto (the “Initial Registration Statement”), initially filed by the Company on July 5, 2019 and declared effective by the Securities and Exchange Commission (the “Commission”) on December 22, 2020. The Company is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate offering price of the Units in the offering subject of the Initial Registration Statement. Pursuant to Rule 462(b), the contents of the Initial Registration Statement are incorporated by reference into this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, NY on December 22, 2020.
GBS, INC. | ||
(Registrant) | ||
By: | /s/ Harry Simeonidis | |
Harry Simeonidis | ||
Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Name | Position | Date | ||
/s/ Harry Simeonidis | President, Chief Executive Officer and Director | December 22, 2020 | ||
Harry Simeonidis | ||||
/s/ Spiro Sakiris | Chief Financial Officer | December 22, 2020 | ||
Spiro Sakiris | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ * | Chairman of the Board | December 22, 2020 | ||
Steven Boyages MB BS, PhD | ||||
/s/ * | Director | December 22, 2020 | ||
Victoria Gavrilenko | ||||
/s/ * | Director | December 22, 2020 | ||
Jonathan Hurd | ||||
/s/ * | Director | December 22, 2020 | ||
Leon Kempler | ||||
/s/ * | Director | December 22, 2020 | ||
George Margelis, M.D. | ||||
/s/ * | Director | December 22, 2020 | ||
Tom Parmakellis, M.D. | ||||
/s/ * | Director | December 22, 2020 | ||
Jonathan Sessler, Ph.D. | ||||
/s/ * | Director | December 22, 2020 | ||
Christopher Towers | ||||
/s/ * | Director | December 22, 2020 | ||
Lawrence Fisher |
By: | * Spiro Sakiris | |
Spiro Sakiris, Attorney in fact |
EXHIBIT INDEX