Cover
Cover - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Sep. 22, 2022 | |
Cover [Abstract] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Annual Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | FY | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-39825 | |
Entity Registrant Name | GBS Inc. | |
Entity Central Index Key | 0001725430 | |
Entity Tax Identification Number | 82-1512711 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | WeWork c/o GBS Inc., | |
Entity Address, Address Line Two | 142 West, 57th Street | |
Entity Address, Address Line Three | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (646) | |
Local Phone Number | 828-8258 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | GBS | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 9,857,116 | |
Entity Common Stock, Shares Outstanding | 14,889,904 | |
ICFR Auditor Attestation Flag | false | |
Auditor Firm ID | 2256 | |
Auditor Name | BDO Audit Pty Ltd | |
Auditor Location | Sydney, Australia |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 8,238,301 | $ 12,573,685 |
Grant receivable, current portion | 1,529,882 | 2,098,884 |
Research and development tax incentive receivable | 353,048 | 1,025,455 |
Other current assets | 746,761 | 2,509,017 |
Total current assets | 10,867,992 | 18,207,041 |
Long-term grant receivable | 1,092,773 | 3,148,328 |
Construction in progress | 391,408 | |
Other non-current assets | 504,000 | |
TOTAL ASSETS | 12,352,173 | 21,859,369 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,625,089 | 1,467,968 |
Related party payables | 13,323 | |
Current portion of deferred grant income | 2,836,582 | 2,098,884 |
Current employee benefit liabilities | 201,332 | 102,475 |
Total current liabilities | 4,663,003 | 3,682,650 |
Employee benefit liabilities | 50,626 | 21,770 |
Long-term deferred grant income | 1,092,773 | 3,148,328 |
Total liabilities | 5,806,402 | 6,852,748 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively | 13,000 | |
Common stock, $0.01 par value, 100,000,000 shares authorized, 14,889,904 and 13,582,122 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively | 148,899 | 135,821 |
Additional paid-in capital | 38,440,011 | 38,440,089 |
Accumulated deficit | (31,175,853) | (22,869,803) |
Accumulated other comprehensive loss | (788,135) | (661,260) |
Total consolidated GBS Inc. equity | 6,624,922 | 15,057,847 |
Non-controlling interest | (79,151) | (51,226) |
Total shareholders’ equity | 6,545,771 | 15,006,621 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 12,352,173 | $ 21,859,369 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 1,300,000 |
Preferred stock, shares outstanding | 0 | 1,300,000 |
Common stock, par or stated value per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 14,889,904 | 13,582,122 |
Common stock, shares, outstanding | 14,889,904 | 13,582,122 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Loss - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Other income: | ||
Government support income | $ 437,146 | $ 1,980,484 |
Total revenue and other income | 437,146 | 1,980,484 |
Operating expenses: | ||
General and administrative expenses | 4,920,103 | 3,359,065 |
Development and regulatory approval expenses | 3,853,919 | 3,835,703 |
Prospectus and capital raising expenses | 359,198 | |
Total operating expenses | 8,774,022 | 7,553,966 |
Loss from operations | (8,336,876) | (5,573,482) |
Other income (expense): | ||
Interest expense | (7,539) | (1,093,608) |
Loss from unconsolidated equity method investment | (135,692) | |
Realized foreign exchange loss | (3,987) | (271,225) |
Interest income | 14,426 | 13,806 |
Total other income (expense) | 2,900 | (1,486,719) |
Net loss | (8,333,976) | (7,060,201) |
Net loss attributable to non-controlling interest | (27,925) | (22,915) |
Net loss attributable to GBS Inc. | (8,306,051) | (7,037,286) |
Other comprehensive loss, net of tax: | ||
Foreign currency translation loss | (126,875) | (297,309) |
Total other comprehensive loss | (126,875) | (297,309) |
Comprehensive loss | (8,460,851) | (7,357,510) |
Comprehensive loss attributable to non-controlling interest | (27,925) | (22,915) |
Comprehensive loss attributable to GBS Inc. | $ (8,432,926) | $ (7,334,595) |
Net loss per share, basic and diluted | $ (0.57) | $ (0.68) |
Weighted average shares outstanding, basic and diluted | 14,665,263 | 10,414,886 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Jun. 30, 2020 | $ 23,709 | $ 86,300 | $ 10,899,942 | $ (15,832,517) | $ (363,951) | $ (28,311) | $ (5,214,828) |
Balance, shares at Jun. 30, 2020 | 2,370,891 | 8,630,000 | |||||
Issuance of convertible preferred shares | $ 4,393 | 3,290,352 | 3,294,745 | ||||
Issuance of convertible preferred shares, shares | 439,299 | ||||||
Issuance of common stock at initial public offering | $ 12,706 | 21,587,307 | 21,600,013 | ||||
Issuance of common stock at initial public offering, shares | 1,270,589 | ||||||
Issuance cost of common stock at initial public offering | (3,867,565) | (3,867,565) | |||||
Cancellation of common stock in exchange for preferred shares | $ 30,000 | $ (30,000) | |||||
Cancellation of common stock in exchange for preferred shares, shares | 3,000,000 | (3,000,000) | |||||
Conversion of convertible notes into common stock at initial public offering | $ 7,105 | 5,126,601 | 5,133,706 | ||||
Conversion of convertible notes into common stock at initial public offering, shares | 710,548 | ||||||
Conversion of convertible preferred shares into common stock at initial public offering | $ (28,102) | $ 28,102 | |||||
Conversion of convertible preferred shares into common stock at initial public offering, shares | (2,810,190) | 2,810,190 | |||||
Beneficial conversion feature | 905,948 | 905,948 | |||||
Series A warrants exercised to purchase common shares | $ 598 | 507,702 | 508,300 | ||||
Series A warrants exercised to purchase common shares, shares | 59,800 | ||||||
Series B warrants exercised to purchase common shares | $ 14,010 | (14,010) | |||||
Series B warrants exercised to purchase common shares, shares | 1,400,995 | ||||||
Series A and B warrants acquired | 3,812 | 3,812 | |||||
Conversion of convertible preferred shares into common shares | $ (17,000) | $ 17,000 | |||||
Conversion of convertible preferred shares into common shares, shares | (1,700,000) | 1,700,000 | |||||
Foreign currency translation loss | (297,309) | (297,309) | |||||
Net loss | (7,037,286) | (22,915) | (7,060,201) | ||||
Balance at Jun. 30, 2021 | $ 13,000 | $ 135,821 | 38,440,089 | (22,869,803) | (661,260) | (51,226) | 15,006,621 |
Balance, shares at Jun. 30, 2021 | 1,300,000 | 13,582,122 | |||||
Series B warrants exercised to purchase common shares | $ 78 | (78) | |||||
Series B warrants exercised to purchase common shares, shares | 7,782 | ||||||
Conversion of convertible preferred shares into common shares | $ (13,000) | $ 13,000 | |||||
Conversion of convertible preferred shares into common shares, shares | (1,300,000) | 1,300,000 | |||||
Foreign currency translation loss | (126,875) | (126,875) | |||||
Net loss | (8,306,051) | (27,925) | (8,333,976) | ||||
Balance at Jun. 30, 2022 | $ 148,899 | $ 38,440,011 | $ (31,175,853) | $ (788,135) | $ (79,151) | $ 6,545,771 | |
Balance, shares at Jun. 30, 2022 | 14,889,904 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,333,976) | $ (7,060,201) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash (loss) gain on foreign currency translation, net | (3,987) | (271,225) |
Loss on investment in affiliate | 135,692 | |
Contingent beneficial conversion feature on convertible notes | 905,948 | |
Non-cash research and development charge | 2,600,000 | |
Non cash refund of R&D expenditure claims | (50,958) | |
Non-cash other operating activities | (8,179) | (66,055) |
Changes in operating assets and liabilities: | ||
Grant receivable | 1,828,891 | |
Research and development tax incentive receivable | 672,407 | (1,025,455) |
Other current assets | (333,743) | (2,459,955) |
Other non-current assets | (504,000) | |
Accounts and other payables | 255,978 | 782,974 |
Accounts payable - related party | (13,323) | (1,755,970) |
Other long-term liabilities | 28,856 | 21,770 |
Net cash used in operating activities | (3,358,034) | (11,296,477) |
Cash flows from investing activities: | ||
Issuance of note receivable | (500,000) | |
Amount invested on construction in progress | (380,221) | |
Net cash used in investing activities | (880,221) | |
Cash flows from financing activities: | ||
Proceeds from issuance of warrants | 3,812 | |
Proceeds from warrant holders for common shares | 508,300 | |
Proceeds from issuance of preferred stock | 3,294,745 | |
Proceeds from initial public offering | 21,600,013 | |
Payment of equity issuance costs | (2,003,952) | |
Net cash provided by financing activities | 23,402,918 | |
Effect of foreign exchange rates on cash and cash equivalents | (97,129) | 39,971 |
(Decrease) increase in cash and cash equivalents | (4,335,384) | 12,146,412 |
Cash and cash equivalents, beginning of period | 12,573,685 | 427,273 |
Cash and cash equivalents, end of period | 8,238,301 | 12,573,685 |
Non-cash investing and financing activities | ||
Reclassification of deferred charges to additional paid in capital upon completion of initial public offering | 1,863,613 | |
Conversion of notes to common shares at initial public offering | 5,133,706 | |
Cancellation of common stock in exchange for preferred shares | 30,000 | |
Conversion of preferred shares into common shares | 13,000 | 45,102 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | $ 185,301 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS GBS Inc. and its wholly owned subsidiary, GBS Operations Inc. were formed on December 5, 2016 under the laws of the state of Delaware. Glucose Biosensor Systems (Greater China) Pty Ltd (“GBSPL”) was formed on August 4, 2016 under the laws of New South Wales, Australia and was renamed to GBS (APAC) Pty Ltd on October 14, 2020. Glucose Biosensor Systems (Japan) Pty Ltd and Glucose Biosensor Systems (APAC) Pty Ltd were formed under the laws of New South Wales, Australia on February 22, 2017 and February 23, 2017 respectively. These companies (collectively, the “Company”) were formed to provide a non-invasive, pain free innovation to make it easier for people to manage diabetes using the Company’s Saliva Glucose Biosensor (“SGB” and, together with the software app that interfaces the SGB with the Company’s digital information system, the “SGT”). We are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) region and an interest in the North America Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic modalities, and worldwide with our COV2 test. We were incorporated under the laws of Delaware on December 5, 2016. Our headquarters are located in New York, New York. Our objective is to introduce and launch initially the Saliva Glucose Biosensor (referred to as the “SGB”), the diagnostic test that stems from the Biosensor Platform that we license, in our regions and the COV2 test globally. This will be followed by developing the platform to its full capacity testing across the diagnostic modalities of Immunology, Hormones, Chemistry, Tumor markers and Nucleic Acid tests. Initial public offering On December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 8.50 17.00 17.00 17,732,448 1,714,001 2,153,564 63,529 18.70 190,588 190,588 190,588 Upon the closing of the IPO, all shares of preferred stock then outstanding were automatically converted into 2,810,190 710,548 Pre-IPO preferred shareholders were issued warrants following the Company’s completed IPO, that allows the holder to acquire 2,736,675 |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Jun. 30, 2022 | |
Liquidity | |
LIQUIDITY | NOTE 2. LIQUIDITY The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern The Company is an emerging growth company and has not generated any revenues to date. As such, the Company is subject to all of the risks associated with emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio. The Company incurred a net loss of $ 8,306,051 7,037,286 6,545,771 6,204,989 31,175,853 In the near future, the Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating activities and may continue to incur operating losses until it completes the development of its products and seeks regulatory approvals to market such products. The Company has evaluated whether there are conditions and events, considered in agreement that raise the substantial doubt about its ability to continue as going concern within one year after the date of signing of the consolidated financial statements. The Company expects that its cash and cash equivalents as of June 30, 2022, of $ 8.23 Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2022 and 2021. Principles of consolidation These consolidated financial statements as of and for the years ended June 30, 2022 and 2021 include the accounts of the Company, all wholly-owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities (“VIEs”) in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. Equity offering costs The Company complies with the requirements of ASC 340 with regards to offering costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the consolidated balance sheets. The deferred offering costs were charged to shareholders’ equity (deficit) upon the completion of an offering. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Revenue recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable. Deferred grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met and all milestone payment received. The total grant value of $ 4.7 2.1 2.6 After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $ 51,258 Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the Consolidated Statements of Operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion below). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. R&D tax refund The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized as the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $ 385,888 1,850,175 Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of GBS is the United States dollar. Foreign currency movements resulted a loss of $ 126,875 297,309 Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of June 30, 2022, and 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. Licensing rights During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $ 976,308 On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor. In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to June 30, 2022 (June 30, 2021: $nil). On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years 5,000,000 500,000 Trade, note and other receivables Trade, note and other receivables are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021. Net loss per share attributable to common shareholders The Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per Share Potentially dilutive common shares shall be calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. Property, Plant and Equipment (PPE) & Construction in Progress In accordance with the ASC 360, Property, Plant, and Equipment Recently issued but not yet effective accounting pronouncements As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses In February 2016, the FASB issued ASU No. 2016-02, Leases Concentration of credit risk The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. Fair value of financial instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 4. OTHER CURRENT ASSETS Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2022 June 30, 2021 Intelligent Fingerprinting Limited note receivable $ 500,445 $ — Prepayments 116,525 2,424,143 Goods and services tax receivable 57,746 83,278 Deposits 46,602 — Other receivables 25,443 1,596 Total $ 746,761 $ 2,509,017 On June 16, 2022, the Company entered into an agreement with Intelligent Fingerprinting Limited (“IFP”), providing the Company with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets. In consideration for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $ 500,000 500,000 2 As of the year ended June 30, 2021, the Company made $ 2,600,000 504,000 2,600,000 50 5,000,000 During the year ended June 30, 2022, the Company assessed the current status of the R&D activities and determined that the most likely outcome of the prepaid R&D contribution would be to be application against the exercise price in the Option Agreement and/or future royalty payments due for the Glucose Biosensor intellectual property. As this payment for the license of the Glucose Biosensor intellectual property occurred prior to regulatory approval and there is no alternative future use, the prepayment of $ 2,600,000 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2022 June 30, 2021 Accounts and other payables $ 715,902 $ 1,355,894 Accruals 909,187 112,074 Total $ 1,625,089 $ 1,467,968 As on June 30, 2022 the company accrued $ 909,187 634,518 136,324 99,454 38,891 |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6. CONVERTIBLE NOTES PAYABLE The Company’s previously outstanding notes mandatorily converted, at a conversion price equal to 85 50 7.23 710,548 5,133,706 zero The convertible notes had a contingent Beneficial Conversion Features (“BCF”), with the contingency being the event of IPO. As such, a financing cost of $ 905,948 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 7. SHAREHOLDERS’ EQUITY As of June 30, 2022, 1,401,377 52,400 1 On January 1, 2022, and September 9, 2021, the Company issued 7,382 400 On August 31, 2021, all 1,300,000 Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock. A total of 59,800 1,400,995 A total of 1,700,000 Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock. On December 28, 2020, the Company completed its initial public offering. See Note 1. On December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 3,000,000 In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. If and to the extent the Company fails to, among other things, file such resale registration statement or have it declared effective as required under the terms of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated damages payable in cash in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant to the EA. The EA and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of the parties. The common stock acquired in the Exchange was immediately retired. Each share of Series B Convertible Preferred Stock is convertible into 1 On December 14, 2020, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development of applications other than glucose and COVID-19 applications to a maximum of $ 2 5 5 3,000,000 17.00 2 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8. RELATED PARTY TRANSACTIONS The Company completed certain financing transactions with, LSBD as described in Note 7. Sales to, and purchases from, related parties are made at normal market prices and on normal commercial terms. The following transactions occurred with LSBD during the period July 1, 2021, to June 30, 2022 (FY 2021: July 1, 2020 to June 30, 2021): The Company incurred a total of $ 0 523,767 500,000 The Company incurred a total of $ 145,733 212,032 During the year ended June 30, 2022, the Company contributed a total of $ 2,600,000 As of June 30, 2022, $ 9,054 13,323 |
INVESTMENT IN AFFILIATE
INVESTMENT IN AFFILIATE | 12 Months Ended |
Jun. 30, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
INVESTMENT IN AFFILIATE | NOTE 9. INVESTMENT IN AFFILIATE On May 29, 2020, LSBD, issued 14,000,000 0.001 50 The investment in BiosensX (North America) Inc. is accounted for by use of the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures At the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares to the Company was deemed to be a common control transaction. As a result of the share transfer, the Company has significant influence over BiosensX (North America) Inc. During the year ended June 30, 2022, LSBD sold all its shares in GBS. GBS determined whether it has a controlling financial interest in BiosensX (North America) Inc. by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interests. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. We concluded that GBS does not have a controlling financial interest in BiosensX (North America) Inc., hence it continues to recognize its investments in BiosensX (North America) Inc. using the equity method. The following table summarizes the amount recorded in the consolidated financial statements: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 June 30, 2021 Investment value $ — $ 135,692 Loss from the affiliate — (135,692 ) Carrying amount $ — $ — |
CONSTRUCTION IN PROGRESS
CONSTRUCTION IN PROGRESS | 12 Months Ended |
Jun. 30, 2022 | |
Construction In Progress | |
CONSTRUCTION IN PROGRESS | NOTE 10. CONSTRUCTION IN PROGRESS During the period ending June 30, 2022, the Company incurred costs of $ 782,816 50 The following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS June 30, 2022 June 30, 2021 Investments in construction in progress $ 782,816 $ — Less: 50 (391,408 ) — Carrying amount $ 391,408 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11. COMMITMENTS AND CONTINGENCIES On January 21, 2021, the Company entered into a sponsored research agreement with Johns Hopkins Bloomberg School of Public Health to accelerate the development of next-generation saliva-based diagnostic tests. The Company is collaborating with the Bloomberg School of Public Health to optimize the collection of saliva and monitoring of diverse biomarkers across a number of modalities including clinical chemistry and infectious diseases. Johns Hopkins intend to utilize biosensor products to conduct in-field epidemiological studies. The Company agreed to pay Johns Hopkins a total amount of $ 423,589 0 During February 2021 the Company signed a deed of confirmation and variation with the University of Newcastle for the research and development of the Saliva Glucose Biosensor and the SARS-CoV-2 Antibody Biosensor. The Company agreed to pay the University of Newcastle $ 2,054,880 517,502 The Company has no From time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business. Based on information currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, legal matters are inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company. |
INCOME TAX
INCOME TAX | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 12. INCOME TAX We compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes $ 6,064,025 5,946,731 The components of net deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 June 30, 2021 Deferred tax assets (liabilities): Net operating loss - U.S. 4,321,600 $ 4,742,347 Net operating loss - Foreign 1,682,879 1,179,984 Employee benefits 59,546 24,400 Total deferred tax assets, net 6,064,025 5,946,731 Less: valuation allowance (6,064,025 ) (5,946,731 ) Net deferred taxes $ — $ — Our statutory income tax rate is expected to be approximately 21 SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Year Ended June 30, 2022 2021 Current $ — Deferred — Total $ — $ — The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense reported in the accompanying consolidated financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Year Ended June 30, 2022 2021 U.S. federal statutory rate applies to pretax income (loss) (1,770,915 ) $ (1,452,905 ) Different tax rate of subsidiary (106,634 ) (87,360 ) State taxes, net of federal benefit — Permanent differences 117,039 281,730 Benefit of federal operating loss carryforwards — Cumulative adjustment to deferred taxes 1,643,216 (512,847 ) Change in state tax rates and other — Change in valuation allowance (117,294 ) (1,771,382 ) Total $ — $ — As of June 30, 2022, and 2021, we had federal and foreign income tax net operating loss carry forwards of approximately $ 27,310,563 19,291,293 which expire at various dates ranging from 2038 through unlimited expiration |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 13. LOSS PER SHARE Basic loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES 2022 2021 Year Ended June 30, 2022 2021 Net loss attributable to GBS Inc. $ (8,306,051 ) $ (7,037,286 ) Basic and diluted net loss per share attributed to common shareholders $ (0.57 ) $ (0.68 ) Weighted-average number of shares outstanding 14,665,263 10,414,886 The following outstanding warrants, options and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE WARRANTS 2022 2021 Year Ended June 30, 2022 2021 Warrants - Series A 1,401,377 1,401,377 Warrants - Series B 52,400 60,182 Warrants issued to underwriters 63,529 63,529 Pre IPO warrants 2,736,675 2,736,675 Warrants issued to parent entity 3,000,000 3,000,000 Preferred stock - Series B - 1,300,000 Anti-dilutive securities - 1,300,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS The Company filed a registration statement (Form S-8) on August 5, 2022, for the registration of 500,000 0.001 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2022 and 2021. |
Principles of consolidation | Principles of consolidation These consolidated financial statements as of and for the years ended June 30, 2022 and 2021 include the accounts of the Company, all wholly-owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities (“VIEs”) in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Equity offering costs | Equity offering costs The Company complies with the requirements of ASC 340 with regards to offering costs. Prior to the completion of an offering, offering costs were capitalized as deferred offering costs on the consolidated balance sheets. The deferred offering costs were charged to shareholders’ equity (deficit) upon the completion of an offering. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. |
Revenue recognition | Revenue recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable. |
Deferred grant income | Deferred grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met and all milestone payment received. The total grant value of $ 4.7 2.1 2.6 After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $ 51,258 |
Development and regulatory approval costs | Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the Consolidated Statements of Operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion below). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
R&D tax refund | R&D tax refund The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized as the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $ 385,888 1,850,175 |
Foreign currency translation | Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of GBS is the United States dollar. Foreign currency movements resulted a loss of $ 126,875 297,309 |
Income taxes | Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of June 30, 2022, and 2021, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. |
Licensing rights | Licensing rights During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $ 976,308 On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor. In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to June 30, 2022 (June 30, 2021: $nil). On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years 5,000,000 500,000 |
Trade, note and other receivables | Trade, note and other receivables Trade, note and other receivables are recorded net of allowances for uncollectible accounts. The Company evaluates the collectability of its accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the financial health of the customer. The Company reserves specific receivables if collectability is no longer reasonably assured. Based upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021. |
Net loss per share attributable to common shareholders | Net loss per share attributable to common shareholders The Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per Share Potentially dilutive common shares shall be calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. |
Property, Plant and Equipment (PPE) & Construction in Progress | Property, Plant and Equipment (PPE) & Construction in Progress In accordance with the ASC 360, Property, Plant, and Equipment |
Recently issued but not yet effective accounting pronouncements | Recently issued but not yet effective accounting pronouncements As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies. In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses In February 2016, the FASB issued ASU No. 2016-02, Leases |
Concentration of credit risk | Concentration of credit risk The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. |
Fair value of financial instruments | Fair value of financial instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments. |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2022 June 30, 2021 Intelligent Fingerprinting Limited note receivable $ 500,445 $ — Prepayments 116,525 2,424,143 Goods and services tax receivable 57,746 83,278 Deposits 46,602 — Other receivables 25,443 1,596 Total $ 746,761 $ 2,509,017 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2022 June 30, 2021 Accounts and other payables $ 715,902 $ 1,355,894 Accruals 909,187 112,074 Total $ 1,625,089 $ 1,467,968 |
INVESTMENT IN AFFILIATE (Tables
INVESTMENT IN AFFILIATE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Investments in and Advances to Affiliates [Abstract] | |
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS | The following table summarizes the amount recorded in the consolidated financial statements: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 June 30, 2021 Investment value $ — $ 135,692 Loss from the affiliate — (135,692 ) Carrying amount $ — $ — |
CONSTRUCTION IN PROGRESS (Table
CONSTRUCTION IN PROGRESS (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Construction In Progress | |
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS | The following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS June 30, 2022 June 30, 2021 Investments in construction in progress $ 782,816 $ — Less: 50 (391,408 ) — Carrying amount $ 391,408 $ — |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of net deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2022 June 30, 2021 Deferred tax assets (liabilities): Net operating loss - U.S. 4,321,600 $ 4,742,347 Net operating loss - Foreign 1,682,879 1,179,984 Employee benefits 59,546 24,400 Total deferred tax assets, net 6,064,025 5,946,731 Less: valuation allowance (6,064,025 ) (5,946,731 ) Net deferred taxes $ — $ — |
SCHEDULE OF PROVISION FOR INCOME TAXES | Our statutory income tax rate is expected to be approximately 21 SCHEDULE OF PROVISION FOR INCOME TAXES 2022 2021 Year Ended June 30, 2022 2021 Current $ — Deferred — Total $ — $ — |
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) | The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense reported in the accompanying consolidated financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2022 2021 Year Ended June 30, 2022 2021 U.S. federal statutory rate applies to pretax income (loss) (1,770,915 ) $ (1,452,905 ) Different tax rate of subsidiary (106,634 ) (87,360 ) State taxes, net of federal benefit — Permanent differences 117,039 281,730 Benefit of federal operating loss carryforwards — Cumulative adjustment to deferred taxes 1,643,216 (512,847 ) Change in state tax rates and other — Change in valuation allowance (117,294 ) (1,771,382 ) Total $ — $ — |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES | SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES 2022 2021 Year Ended June 30, 2022 2021 Net loss attributable to GBS Inc. $ (8,306,051 ) $ (7,037,286 ) Basic and diluted net loss per share attributed to common shareholders $ (0.57 ) $ (0.68 ) Weighted-average number of shares outstanding 14,665,263 10,414,886 |
SCHEDULE OF ANTI-DILUTIVE WARRANTS | The following outstanding warrants, options and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE WARRANTS 2022 2021 Year Ended June 30, 2022 2021 Warrants - Series A 1,401,377 1,401,377 Warrants - Series B 52,400 60,182 Warrants issued to underwriters 63,529 63,529 Pre IPO warrants 2,736,675 2,736,675 Warrants issued to parent entity 3,000,000 3,000,000 Preferred stock - Series B - 1,300,000 Anti-dilutive securities - 1,300,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 28, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net proceeds from issuance of ipo | $ 17,732,448 | $ 21,600,013 | |
Payment of offering costs | $ 2,003,952 | ||
IPO [Member] | |||
Number of shares sold | 1,270,589 | ||
Payment of underwriters' discount and commissions | $ 1,714,001 | ||
Payment of offering costs | $ 2,153,564 | ||
IPO [Member] | Common Stock [Member] | |||
Sale of stock, price per share | $ 17 | ||
Preferred stock converted | 2,810,190 | ||
Convertible note converted | 710,548 | ||
IPO [Member] | Common Stock [Member] | Year Two [Member] | |||
Number of shares sold | 2,736,675 | ||
IPO [Member] | Common Stock [Member] | Year Three [Member] | |||
Number of shares sold | 2,736,675 | ||
IPO [Member] | Common Stock [Member] | Underwriter Option [Member] | |||
Number of shares called by warrants | 63,529 | ||
Exercise price | $ 18.70 | ||
IPO [Member] | Common Stock [Member] | Underwriter Option [Member] | Series A Warrants [Member] | |||
Number of shares called by warrants | 190,588 | ||
IPO [Member] | Common Stock [Member] | Underwriter Option [Member] | Series B Warrants [Member] | |||
Number of shares called by warrants | 190,588 | ||
IPO [Member] | Additional Common Stock [Member] | Underwriter Option [Member] | |||
Number of shares called by warrants | 190,588 | ||
IPO [Member] | Series B Convertible Preferred Stock and Series A Warrant [Member] | Common Stock [Member] | |||
Sale of stock, price per share | $ 8.50 | ||
IPO [Member] | Series B Warrant [Member] | Common Stock [Member] | |||
Sale of stock, price per share | $ 17 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | |
Liquidity | |||
Net loss | $ 8,306,051 | $ 7,037,286 | |
Shareholders' equity | 6,545,771 | 15,006,621 | $ (5,214,828) |
Working capital | 6,204,989 | ||
Accumulated deficit | 31,175,853 | $ 22,869,803 | |
Cash and cash equivalents | $ 8,230,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Sep. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | |
Deferred income | $ 4,700,000 | |||
Grant received | $ 2,100,000 | |||
Grants receivable | 2,600,000 | |||
Research and development tax refund | 385,888 | 1,850,175 | ||
Foreign currency translation loss | 126,875 | 297,309 | ||
Expenses | $ 3,853,919 | 3,835,703 | ||
Option Agreement [Member] | ||||
Option to Acquire North American Region Option term | 2 years | |||
Option Agreement [Member] | Life Science Biosensor Diagnostics Pty Ltd [Member] | ||||
Exercise price | $ 5,000,000 | |||
Glucose Biosensor Technology [Member] | ||||
Purchase of license right | $ 976,308 | |||
Life Science Biosensor Diagnostics Pty Ltd [Member] | ||||
Expenses | $ 500,000 | 500,000 | ||
Other Income [Member] | ||||
Deferred income | $ 51,258 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intelligent Fingerprinting Limited note receivable | $ 500,445 | |
Prepayments | 116,525 | 2,424,143 |
Goods and services tax receivable | 57,746 | 83,278 |
Deposits | 46,602 | |
Other receivables | 25,443 | 1,596 |
Total | $ 746,761 | $ 2,509,017 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 20, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 16, 2022 | |
Note receivable, face amount | $ 500,000 | ||||
Interest Rate | 2% | ||||
Prepayments | $ 116,525 | $ 2,424,143 | |||
Development and regulatory approval expenses | 3,853,919 | 3,835,703 | |||
R&D Agreement [Member] | Life Science Biosensor Diagnostics Pty Ltd [Member] | |||||
Exercise price option | $ 5,000,000 | ||||
R&D Agreement [Member] | Biosens X North AmericaInc [Member] | Life Science Biosensor Diagnostics Pty Ltd [Member] | |||||
Development and regulatory approval expenses | $ 2,600,000 | ||||
Equity interest percentage | 50% | ||||
Research and Development Expense [Member] | |||||
Prepayments | 2,600,000 | ||||
Prepayments non-current assets | $ 504,000 | ||||
Research and Development Expense [Member] | Glucose Biosens [Member] | |||||
Development and regulatory approval expenses | $ 2,600,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accounts and other payables | $ 715,902 | $ 1,355,894 |
Accruals | 909,187 | 112,074 |
Total | $ 1,625,089 | $ 1,467,968 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Payables and Accruals [Abstract] | ||
Accruals | $ 909,187 | $ 112,074 |
Development and regulatory approval expenses | 634,518 | |
Legal and consulting fees | 136,324 | |
Audit and accounting service fees | 99,454 | |
Other general and administrative expenses | $ 38,891 |
CONVERTIBLE NOTES PAYABLE (Deta
CONVERTIBLE NOTES PAYABLE (Details Narrative) - Convertible Note [Member] | 12 Months Ended |
Jun. 30, 2021 USD ($) $ / shares shares | |
Short-Term Debt [Line Items] | |
Offering price | $ / shares | $ 7.23 |
Debt conversion number of shares converted | shares | 710,548 |
Debt conversion converted amount | $ 5,133,706 |
Debt accrued interest | 0 |
Financing cost | $ 905,948 |
Maximum [Member] | |
Short-Term Debt [Line Items] | |
Debt conversion price percentage | 0.85 |
Minimum [Member] | |
Short-Term Debt [Line Items] | |
Debt conversion price percentage | 0.50 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Jan. 02, 2022 | Sep. 09, 2021 | Aug. 31, 2021 | Dec. 28, 2020 | Dec. 18, 2020 | Dec. 14, 2020 | Jun. 30, 2021 | Jun. 30, 2022 | |
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued | 1,270,589 | |||||||
Conversion of convertible securities | 710,548 | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Five Year Transferrable Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Consideration period | 5 years | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Five Year Non Transferrable Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Consideration period | 5 years | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Consideration to be contributed towards research and development | $ 2 | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Exchange Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, description | In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. If and to the extent the Company fails to, among other things, file such resale registration statement or have it declared effective as required under the terms of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated damages payable in cash in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant to the EA. The EA and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of the parties. The common stock acquired in the Exchange was immediately retired. Each share of Series B Convertible Preferred Stock is convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations. | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Common Stock [Member] | Five Year Non Transferrable Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrant to purchase common stock | 3,000,000 | |||||||
Exercise price | $ 17 | |||||||
Life Science Biosensor Diagnostics Pty Ltd [Member] | Common Stock [Member] | Exchange Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued upon conversion | 3,000,000 | |||||||
IPO [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares converted | 2,810,190 | |||||||
Series A Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible of warrants | 1,401,377 | |||||||
Series A Warrant [Member] | IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible of warrants | 59,800 | |||||||
Series B Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible of warrants | 52,400 | |||||||
Number of common stock issued | 7,382 | 400 | ||||||
Series B Warrant [Member] | IPO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible of warrants | 1,400,995 | |||||||
Series A and Series B Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares conversion | 1 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares converted | 1,300,000 | 1,700,000 | ||||||
Conversion of stock, description | Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock. | Each share of Series B Convertible Preferred Stock was converted into 1 share of the Company’s common stock. | ||||||
Conversion of convertible securities | 1 | |||||||
Series B Convertible Preferred Stock [Member] | Life Science Biosensor Diagnostics Pty Ltd [Member] | Exchange Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares converted | 3,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | |||
Development and regulatory approval expenses | $ 3,853,919 | $ 3,835,703 | |
Life Science Biosensor Diagnostics Pty Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related party towards the services in connection with development | 0 | 523,767 | |
Development and regulatory approval expenses | $ 500,000 | 500,000 | |
Due to related party towards overhead cost reimbursement | 145,733 | 212,032 | |
Overhead reimbursements payable | 9,054 | $ 13,323 | |
BiosensX [Member] | |||
Related Party Transaction [Line Items] | |||
Development and regulatory approval expenses | $ 2,600,000 |
SUMMARY OF AMOUNT RECORDED IN T
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Investments in and Advances to Affiliates [Abstract] | ||
Investment value | $ 135,692 | |
Loss from the affiliate | (135,692) | |
Carrying amount |
INVESTMENT IN AFFILIATE (Detail
INVESTMENT IN AFFILIATE (Details Narrative) - $ / shares | Jun. 30, 2022 | Jun. 30, 2021 | May 29, 2020 |
Common stock, shares, issued | 14,889,904 | 13,582,122 | |
Common stock price per share | $ 0.01 | $ 0.01 | |
BiosensX [Member] | |||
Common stock, shares, issued | 14,000,000 | ||
Common stock price per share | $ 0.001 | ||
Equity interest percentage | 50% |
SUMMARY OF AMOUNT RECORDED IN_2
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Construction In Progress | ||
Investments in construction in progress | $ 782,816 | |
Less: 50% contributed under government grant | (391,408) | |
Carrying amount | $ 391,408 |
SUMMARY OF AMOUNT RECORDED IN_3
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) (Parenthetical) | Jun. 30, 2022 |
Construction In Progress | |
Percentage of reimbursement on construction cost | 50% |
CONSTRUCTION IN PROGRESS (Detai
CONSTRUCTION IN PROGRESS (Details Narrative) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Construction In Progress | ||
Construction in progress gross | $ 782,816 | |
Percentage of reimbursement on construction cost | 50% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Feb. 28, 2021 | Jan. 21, 2021 | Jun. 30, 2022 | Jun. 30, 2021 |
Purchase commitments | $ 0 | |||
Johns Hopkins Bloomberg School [Member] | Sponsored Research Agreement [Member] | ||||
Research and development expense | $ 423,589 | |||
Milestone payable | $ 0 | |||
University of Newcastle [Member] | ||||
Research and development expense | $ 2,054,880 | |||
Remaining payable amount | $ 517,502 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Jun. 30, 2021 |
Income Tax Disclosure [Abstract] | ||
Net operating loss - U.S. | $ 4,321,600 | $ 4,742,347 |
Net operating loss - Foreign | 1,682,879 | 1,179,984 |
Employee benefits | 59,546 | 24,400 |
Total deferred tax assets, net | 6,064,025 | 5,946,731 |
Less: valuation allowance | (6,064,025) | (5,946,731) |
Net deferred taxes |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Total |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate applies to pretax income (loss) | $ (1,770,915) | $ (1,452,905) |
Different tax rate of subsidiary | (106,634) | (87,360) |
State taxes, net of federal benefit | ||
Permanent differences | 117,039 | 281,730 |
Benefit of federal operating loss carryforwards | ||
Cumulative adjustment to deferred taxes | 1,643,216 | (512,847) |
Change in state tax rates and other | ||
Change in valuation allowance | (117,294) | (1,771,382) |
Total |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, valuation allowance | $ 6,064,025 | $ 5,946,731 |
Operating loss carryforwards | $ 27,310,563 | $ 19,291,293 |
Operating loss carryforwards expiration | which expire at various dates ranging from 2038 through unlimited expiration |
SCHEDULE OF BASIC LOSS PER COMM
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to GBS Inc. | $ (8,306,051) | $ (7,037,286) |
Basic and diluted net loss per share attributed to common shareholders | $ (0.57) | $ (0.68) |
Weighted-average number of shares outstanding | 14,665,263 | 10,414,886 |
SCHEDULE OF ANTI-DILUTIVE WARRA
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Warrants - Series A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,401,377 | 1,401,377 |
Warrants Series B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 52,400 | 60,182 |
Warrants Issued to Underwriters [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 63,529 | 63,529 |
Pre IPO Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,736,675 | 2,736,675 |
Warrant Issued to Parent Entity [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,000,000 | 3,000,000 |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,300,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Aug. 05, 2022 | Jun. 30, 2022 | Jun. 30, 2021 |
Subsequent Event [Line Items] | |||
Common stock stated value per share | $ 0.01 | $ 0.01 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock registration of shares | 500,000 | ||
Common stock stated value per share | $ 0.001 |