Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 4, 2022, GBS Inc. (the "Company") acquired Intelligent Fingerprinting Limited, a company registered in England and Wales ("IFP"), pursuant to which, among other things, the Company entered into the definitive agreements described below (the "Acquisition").





Share Exchange Agreement

In connection with the Acquisition, on October 4, 2022, the Company entered into a Share Exchange Agreement (the "Share Exchange Agreement") with IFP, the holders of all of the issued shares in the capital of IFP (collectively, the "Sellers") and the "Sellers' Representatives" named therein (the "Sellers' Representatives").

Pursuant to the Share Exchange Agreement, among other things, the Company acquired from the Sellers all of the issued shares in the capital of IFP, and as consideration therefor the Company issued and sold to the Sellers upon the closing of the Acquisition (the "Closing") an aggregate number of (i) 2,963,091 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), and (ii) 2,363,003 shares of the Company's series C convertible preferred stock, par value $0.01 per share (the "Preferred Stock"). Up to an additional 1,649,273 shares of Preferred Stock have been reserved for potential future issuance by the Company, consisting of (i) 500,000 shares of Preferred Stock, representing approximately 10% of the total Acquisition consideration, that are being held back from the Sellers for one year after the Closing to secure potential indemnification claims by the Company against the Sellers and (ii) 1,149,273 shares of Preferred Stock to certain lenders to IFP (the "Lenders") who may, at each such Lender's respective option, convert such Lender's respective loans to IFP into shares of Preferred Stock, contingent upon approval of the Company's stockholders of the conversion of Preferred Stock into Common Stock, as described below (the "Lender Preferred Shares"). Each Preferred Share would be convertible into three shares of Common Stock, contingent upon approval by the Company's stockholders.

Also pursuant to the Share Exchange Agreement, the Company has an obligation to provide IFP with cash in an amount such that IFP is able to pay cash payments to certain current and former United Kingdom and United States-based employees and directors (the "IFP Bonus Recipients"), in aggregate amounts of £239,707 and $83,043, respectively (the "Cash Bonuses"), plus any applicable employer's National Insurance contributions. The Cash Bonuses are being paid to the IFP Bonus Recipients in two equal instalments, with the first payment made immediately following the Closing and the second payment to be made on the six-month anniversary of such date.

Also pursuant to the Share Exchange Agreement, the Company has agreed to make available to the employees of IFP (the "IFP Employees") a Company stock option plan in form and substance satisfactory to the Company in relation to up to 1,000,000 shares Common Stock following the Closing on the basis that an equal number of Company stock options will be granted to the IFP Employees and Company employees up to an aggregate amount of 2,000,000 Company stock options.

Each of the Company, IFP and the Sellers made certain customary representations and warranties and agreed to certain covenants in the Share Exchange Agreement.

Certificate of Designation for Series C Convertible Preferred Stock

The rights, preferences and privileges of the Preferred Stock are set forth in . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.01 of this Current Report on Form 8-K under the heading "Loan Agreements" is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this report is incorporated by reference into this Item 3.02. The issuances of the shares of Common Stock and Preferred Stock pursuant to the Share Exchange Agreement are intended to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by virtue of the exemptions provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder, and/or Rule 901 promulgated thereunder with respect to individuals who reside outside of the United States.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 of this report is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Pursuant to the Investors' Rights Agreement, the Board increased its size from five to seven members, and each of Jason Isenberg and David Jenkins, each being designee of the Investors under the Investors' Rights Agreement, was appointed as a member of the Board.

Each of Mr. Isenberg and Mr. Jenkins shall be entitled to participate in and receive the compensation provided by the Board to all non-employee directors of the Company pursuant to such compensation programs as in effect from time to time for directors of the Company. The Company's non-employee director compensation arrangements are described in further detail in the Company's definitive proxy statement on Schedule 14A filed with the SEC on May 6, 2022.

Except as described in this Current Report on Form 8-K, there are no transactions between either Mr. Isenberg or Mr. Jenkins, on the one hand, and the Company, on the other hand, that would be reportable under Item 404(a) of Regulation S-K.

Each of Mr. Isenberg and Mr. Jenkins will enter into a separate indemnification agreement with the Company requiring the Company to indemnify each of Mr. Isenberg and Mr. Jenkins to the fullest extent permitted under Delaware law with respect to his respective service as a director.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Item 7.01. Regulation FD Disclosure.

On October 4, 2022, the Company issued a press release announcing the Acquisition. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

The financial statements required by Item 9.01(a) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) will be filed with the Securities and Exchange Commission by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.





(d) Exhibits



No.     Description
2.1       Share Exchange Agreement, dated as of October 4, 2022, by and among
3.1       Certificate of Certificate of Designation of Preferences, Rights and
        Limitations of Series C Convertible Preferred Stock, par value $0.01 per
        share, of the Company, dated October 4, 2022, filed with the Secretary of
        State of Delaware on October 4, 2022.
10.1      Investors' Rights Agreement, dated as of October 4, 2022, by and among
        the Company, The Ma-Ran Foundation, The Gary W. Rollins Foundation and
        Jason Isenberg, as the RFA Sellers' Representative.
10.2      Registration Rights Agreement, dated as of October 4, 2022, by and among
        the Company and the stockholders of the Company named therein.
10.3      Registration Rights Agreement, dated as of October 4, 2022, by and among
        the Company and the stockholders of the Company named therein.
10.4      Voting Agreement, dated as of October 4, 2022, by and among the Company
        and the stockholders of the Company named therein.
10.5      Form of Voting Agreement, dated as of October 4, 2022, by and among the
        Company, the Sellers' Representatives' named therein and each of Spiro
        Sakiris, Harry Simeonides and Christopher Towers.
10.6      Extension Agreement, dated as of October 4, 2022, to Bridge Facility
        Agreement, dated as of June 16, 2022, between the Company and Intelligent
        Fingerprinting Limited
10.7      Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, Karin Briden and the Company
10.8      Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, Debra Coffey and the Company
10.9      Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, Thomas Johnson and the Company
10.10     Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, The Ma-Ran Foundation, The Gary W.
        Rollins Foundation and the Company
10.11     Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, John Polden and the Company
10.12     Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, Sennett Kirk III and the Company
10.13     Deed of Amendment and Restatement, dated October 4, 2022, between
        Intelligent Fingerprinting Limited, Sennett Kirk III Exempt Trust and the
        Company
99.1      Press Release, dated October 4, 2022
104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document)

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