GBS Acquires Intelligent Fingerprinting Limited And Its Proprietary Drugs Of Abuse Screening Technology; Terms, GBS Has Issued 2,963,091 Shares Of GBS Common Stock And 2,363,003 Shares Of Series C Convertible Preferred To Holders Of IFP
- The transaction further solidifies GBS' leadership in non-invasive, real-time diagnostic testing with an expanded portfolio and geographical reach
- GBS' global footprint includes operations in Australia, United Kingdom and the US
NEW YORK, Oct. 04, 2022 (GLOBE NEWSWIRE) -- GBS Inc. (NASDAQ:GBS), a life sciences company developing non-invasive, real-time diagnostic testing for patients and their primary health practitioners at point of care, today announced it has acquired Intelligent Fingerprinting Limited (IFP), thus expanding the GBS platform of rapid, non-invasive diagnostic testing technologies. In addition, GBS announced it has begun the process of changing its corporate name.
Intelligent Fingerprinting's unique and proprietary drug screening system is an on-the-spot, 10-minute test that works by analyzing fingerprint sweat to screen for recent drug use. IFP currently detects opioids, cocaine, methamphetamines, benzodiazepines and marijuana use. The non-invasive system consists of a portable reader and single-use disposable cartridges that are used by a range of public sector and commercial customers across applications, including workplaces, drug rehabilitation, criminal justice, and medical examiners. To date IFP has mainly concentrated market development efforts in the United Kingdom through a direct sales force and lead generation team.
As a result of the transaction, GBS has gained access to the full IFP product portfolio, the company's current customer base which exceeds 200 customers, and its ISO 13485 manufacturing facility in the United Kingdom, which complements GBS' development of its own facility at the University of Newcastle, Australia. GBS will immediately begin the process of submitting IFP's CE Mark to the Therapeutic Goods Association of Australia and acting as the sponsor for regulatory approval to begin a direct sales campaign in the first half of 2023.
Steven Boyages, CEO of GBS stated, "We believe this acquisition generates significant value for our shareholders, and I am extremely excited to be on the forefront of this transition. Bringing IFP under the GBS umbrella marks a significant advancement toward achieving our strategic goals of improving patients' lives outside of saliva-based glucose testing and laying the pathway in becoming a leader in the development of rapid, non-invasive diagnostic solutions. We remain excited to accelerate our strategy and revenue growth through this collaboration with IFP."
Philip Hand, Executive Chairman of Intelligent Fingerprinting, commented, "Intelligent Fingerprinting was founded to provide more effective point of care diagnostic solutions that produce swift and highly accurate results through our proprietary fingerprint sweat-based technology. I am delighted to begin this next phase of our growth with GBS as we look to expand our delivery of comprehensive, non-invasive products to the market while expanding our territorial outreach."
About the Transaction
Under the terms of the transaction, GBS has issued 2,963,091 shares of GBS Common Stock and 2,363,003 shares of Series C Convertible Preferred Stock ("Preferred Stock") to the shareholders of IFP. A further amount of up to 1,649,273 shares of Preferred Stock have been reserved for issuance to shareholders of, and lenders to, IFP subject to the terms of the transaction documents. Subject to an affirmative vote of GBS shareholders, each share of Preferred Stock is convertible into three shares of GBS Common Stock. The former shareholders of IFP have entered into a twelve-month lock-up agreement on sales of GBS Preferred Stock and Common Stock issued pursuant to this transaction. The former majority shareholders of IFP have the right to appoint two board members to the board of GBS, subject to satisfaction of certain requirements.
Ladenburg Thalmann & Co. Inc. acted as financial advisor to GBS, while ArentFox Schiff LLP is acting as legal advisor to GBS. Bristows LLP is acting as legal advisor to Intelligent Fingerprinting.