INBS US Equity☆

Item 1A. Risk Factors 17

Item 1B. Unresolved Staff Comments 43

Item 2. Properties 43

Item 3. Legal Proceedings 44

Item 4. Mine Safety Disclosures 44

PART II

Item 6. Reserved 44

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 51

Item 8. Financial Statements and Supplementary Data 51

Item 9A. Controls and Procedures 52

Item 9B. Other Information 53

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspection 53

PART III

Item 10. Directors, Executive Officers and Corporate Governance 53

Item 11. Executive Compensation 54

Item 14. Principal Accounting Fees and Services 54

PART IV

Item 15. Exhibits, Financial Statement Schedules 54

Signatures 58

ii

PART

I

Cautionary

Note Regarding Forward-Looking Statements

All

statements other than statements of historical fact or relating to present facts or current conditions included in this Annual Report

on Form 10-K are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations,

hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other

characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements

may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,”

“intend,” “believe,” “may,” “should,” “can have,” “likely” and

other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward-looking.

The

forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning

future developments and their potential effects on us. These forward-looking statements are subject to a number of risks, uncertainties

and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing

environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact

of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially

from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future

events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated

or implied in the forward-looking statements.

You

should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking

statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable,

we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by the federal securities laws,

we are under no duty to update any of these forward-looking statements after the date of this Annual Report on Form 10-K or to conform

these statements to actual results or revised expectations.

In

this Annual Report on Form 10-K, the terms “we,” “us,” “our,” “Company,” or

“GBS” refer to GBS Inc. together with its wholly owned subsidiaries.

ITEM

1. BUSINESS.

Overview

GBS

Inc. and its wholly owned subsidiary, GBS Operations Inc. were formed on December 5, 2016 under the laws of the State of Delaware. Our

headquarters are located in New York, New York.

We

are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) and an interest in the USA

Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic modalities,

and worldwide with our COV2 test.

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 from Life Science Biosensor Diagnostics Pty Ltd (“LSBD”or “Licensor”)

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. We are a 42.6% (as of June 30, 2021)

owned (by voting rights) affiliate of LSBD, an Australian company that owns the worldwide intellectual property rights to

the biosensor platform.

Highlights of Achievements

- Securing of an option to acquire the North America license for Glucose Testing

- an overall 90% desirability for the Saliva Glucose Biosensor

- 3 out of 10 wanting to be placed on the waiting list ahead of release

The

Saliva Glucose Biosensor

The

SGB uses saliva to measure glucose non-invasively. When the SGB interacts with saliva, an electrochemical reaction is initiated that

produces an electrical signal directly correlated to the amount of glucose present in the saliva. This measurement is then converted

into a real-time saliva glucose reading by a software app on a smart device or a dedicated smart reader for those that do not possess

a compliant and compatible smart device. The reading may then be stored in our proprietary cloud-based digital information system.

The

APAC Region includes over 164 million people living with diabetes, which accounts for 38% of the world’s diabetic population. Rapid

urbanization, unhealthy diets and increasingly sedentary lifestyles have resulted in ever increasing rates of obesity and diabetes across

the region.

Self-testing

blood glucose monitors were introduced to the market in the 1970s and, since then, the method of glucose self-monitoring has not meaningfully

changed. The industry remains dominated by invasive methods that ultimately use blood or interstitial fluid to measure glucose. We believe

the methodology of the SGB represents a breakthrough in glucose monitoring as it represents the only non-invasive, painless and cost-effective

saliva-based method of measuring glucose levels. The biosensor technology has been developed over several decades of university-based

scientific research and has been extensively referenced in scientific literature.

The

SGB is an organic transistor, which in its structure embeds the glucose oxidase enzyme (referred to as “GOX”). When

the single-use SGB interacts with saliva it initiates an electrochemical reaction, producing an electrical signal directly correlated

to the amount of glucose present in the saliva. This measurement is then converted into a real-time saliva glucose reading, through the

biosensor app installed on a smart device or a dedicated reader.

The

patent protected SGB is able to detect glucose in saliva at concentrations between 8 and 200 μM and exhibits linear glucose sensing

characteristics at these concentrations, sensing glucose at levels 100 times lower than blood.

In

our development of the SGT, we aim to go beyond the innovation of changing the sampling medium from blood to saliva, and further create

value for the patient and the payers by decreasing the cost of managing diabetes, improving the outcomes of the disease and providing

convenience in testing methodology. This will be achieved by directly transferring the SGB reading from the smart device or dedicated

reader to our proprietary digital information system, which is cloud-based to enable every patient the option to create their own medical

record where the SGB results will be uploaded.

Our

digital information system is intended to be interfaced to an artificial intelligence system and will be able to, at the patient’s

or authorized care giver’s direction, disseminate patient data to a remote caregiver, a service for consultation or to any other

individual with whom the patient chooses to share his or her glucose level measurements. We believe patients and payers will be able

to leverage our digital information system to decrease cost and improve outcomes and convenience.

With

the SGB we aim to drive economic value beyond the revenue stemming from the sale of the SGB units – it also allows for monetization

and the creation of separate revenue streams from the patient network and other data that resides within our digital information system,

by way of the following:

We

plan to leverage this usage, safe sharing and collection of data in the following four revenue-generating channels:

Direct

Monetization Channel. This channel focuses on the development of revenue based on commercial relationships for the use of anonymized

and compliant information derived from data generation. These services may include, but will not be limited to:

● Fee for service, per performed action by pharma, or other commercial partners.

● Subscription, regular recurring payments for continued access to service.

● Prescription, value acknowledged by payer reimbursement per active user.

● Risk sharing/profit sharing, success-based payment models.

● Added value of GBS brand loyalty.

Commercial

Adjacencies Channel. This channel focuses on the development of revenue from data generated through patient engagement and market

insights from a clinical and medical perspective. These services may include, but will not limited to:

● Medical – Generation of Patient Reported Outcomes, or “PROs”.

● Consumer – e-commerce platform, third party customer care, advertising.

Product

and Service Bundles Channel. This channel focuses on ancillary revenue generated through bespoke service opportunities across the

industry, for example, by working with insurers to develop products that integrate the usage of testing as part of their service offering.

These services may include, but will not be limited to:

● Over-the-counter model.

● Bundle payment model with insurance subsidy.

● Pay for outcomes model.

Core

Operations Synergy Channel. Through combining the data generation with the use of artificial intelligence, we expect to have a deep

insight into our customer base, providing an elevated level of customer insight. It is expected that this insight will drive high customer

retention levels and generate a considerable number of broader revenue opportunities through direct and specific interaction with our

customer base. These opportunities may include, but will not be limited to:

● Direct access to customers for better experience in customer care.

● Peer learning and support to decrease customer care resource commitment.

● More customer data for targeted marketing & marketing impact monitoring.

● PRO data to support unique marketing claims.

● Higher engagement, customer loyalty and customer lifetime value.

● Consumer driven innovation and customer involvement in development.

● Involvement in testing & refining to develop demand-oriented products rapidly.

● Easy and fast clinical evaluation recruitment.

The

SGB has been under continuous development for over six years, first by the University of Newcastle, Australia, then by the Licensor and

us. The SGB development program is currently at the validation stage, which is Phase 5 of development of the SGB, this includes the stages

of design & process development to enable the testing needed to verify and validate the final product. This stage involves implementation

of the clinical evidence module, which incorporates the commercial production of the investigative biosensor devices to commence the

clinical evaluation of analytical performance of the device and generate the clinical evidence necessary to gain regulatory approval.

On

May 1, 2020, the Licensor filed a submission with the

FDA for the Saliva Glucose Biosensor Diagnostic Test, currently in development as a point-of-care test intended to replace blood glucose

testing for diabetes management. Following the 513(g) submission to the FDA (Submitted May 01, 2020), it was determined that the company

could seek the De Novo application pathway for the Saliva Glucose Biosensor Diagnostic Test, we were appointed an expert contact person,

Acting Branch Chief from the Diabetes Diagnostic Devices Branch. We have further commenced planning discussions with the FDA Office of

In Vitro Diagnostics and Radiological Health and the Office of Product Evaluation and Quality pertaining to the clinical development

and study plan of the Saliva Glucose Biosensor. . We expect to leverage synergies from the planned approval process with the FDA within

the Asia Pacific region, where China has the highest number of people with diabetes. We will first seek regulatory approval with the

NMPA of China. However, we intend to apply for regulatory approval in each jurisdiction across the APAC Region. Recently, we entered

into non-binding memoranda of understanding with two large distributors in China, which express our intent to enter into definitive agreements

to collaborate on the manufacture, regulatory approval, and distribution and sale of, and the medical affairs, marketing, and identification

of strategic opportunities for, the SGB in China.

The

SGB is manufactured using modified reel-to-reel printing technology that was developed at the Australian National Fabrication Facility.

This technology allows mass volume printing at a low cost. Previous research published in the journal Solar Energy Materials and Solar

Cells has shown that the cost of manufacture of printed organic electronic devices (like the SGB) using mass volume printing is $7.85

per square meter, with an uncertainty of 30%. The size of the printed biosensors is approximately one square centimeter, resulting in

a manufacturing cost per biosensor of approximately $0.001.

We

anticipate that the non-invasive nature of saliva-based glucose testing will make patients more amenable to glucose monitoring, with

the expected result of increasing the number of times a patient tests per day. The data generated by the SGB, combined with the interface

of the smart device or dedicated reader with our digital information system and the artificial intelligence feedback, will allow the

patient to achieve better glucose control through a practical understanding of lifestyle factors that affect glucose levels, thereby

helping prevent or delay diabetes complications and ultimately personalizing diabetes management.

The

COV2 Biosensor

The

COVID-19 pandemic will not simply go away, and we believe it will remain with us for many years. Development of an improved antibody

assays to detect prior infection with SARS-CoV-2 has been identified as one of the top unmet needs in the ongoing COVID-19 pandemic response.

Precise knowledge of SARS-CoV-2 infection at the individual level can potentially inform clinical decision-making, whereas at the population

level, precise knowledge of prior infection, immunity, and attack rates (particularly asymptomatic infection) is needed to prioritize

risk management decision-making about social distancing, treatments, and vaccination (once the latter two become available). If saliva

can support measurements of both the presence of SARS-CoV-2 RNA26-28 as well as antibodies against SARS-CoV-2, this sample type could

provide an important opportunity to monitor individual and population-level SARS-CoV-2 transmission, infection, and immunity dynamics

over place and time.

We

anticipate there to be 3 different applications for the near future:

We

believe our COVID test will have significant advantages and we anticipate it will be a ground-breaking development in the management

of COVID19.

Based

on a recent paper publicly available and authored by the team at Johns Hopkins Department of Environmental Health and Engineering, Bloomberg

School of Public Health, results indicate it is feasible to accurately measure the salivary IgG response to identify individuals with

a prior SARS-CoV-2 infection. A saliva-based approach could serve as a non-invasive approach for accurate and large-scale SARS-CoV-2

“sero”-surveillance.

A

saliva antibody test can greatly increase the scale of testing—particularly among susceptible populations—compared to blood

and could clarify population immunity and susceptibility to SARS-CoV-2. The team at John Hopkins further demonstrated in the laboratory

that when saliva was collected ≥10 days post symptom onset, the anti-SARS-CoV-2 IgG assay detects SARS-CoV-2 infection with 100% sensitivity

and 99% specificity. In addition, the team demonstrated that the temporal kinetics of SARS CoV-2-specific IgG responses in saliva are

consistent with those observed in serum and indicate that most individuals seroconvert approximately 10 days after COVID-19 symptom onset

or approximately two weeks post-presumed infection.

By

utilizing the biosensor platform for detecting COV2 we expect to have lower detection limits, improve on sensitivity and specificity

characteristics of current diagnostic methods, be able to provide real time results at the point of care and provide quantitative results

as opposed to negative or positive which is how other POCT report the results.

Accurate

and scalable point-of-care (POC) tests for the diagnosis of COVID-19 would increase the scope for diagnosis to be made in the community

and outside the laboratory setting They would have the potential to reduce the time to obtaining an actionable result, could support

early identification of those with COVID-19 and could also support appropriate use of isolation resources, infection control measures,

and recruitment into clinical trials of treatments.

Our

Products

Biosensor

Platform Technology

The

“Biosensor Platform” on which the SGB is based is a modified Organic Thin Film Transistor, or “OTFT,”

architecture. The basis OTFT structure consists of a source and drain electrode, a semiconducting layer, a gate electrode, an optional

separation (or dielectric) layer, all printed on a substrate material and superimposed by a polyelectrolyte membrane/enzyme layer onto

which the analyte is placed. The layered biosensor architecture and fabrication allows the recognition element within the biosensor to

be exchanged. The sensing principle for the COV2 Test is the same as the Salivary Glucose Test, amperometric: target biomolecules generate

an electrical current that is detected by the transistor. The major difference is that only the GOX layer is substituted with an alternative

layer containing a different recognition element, in this case the COV2 Protein that enables the detection of COV2 antibodies. The underlying

layers of the Organic Thin Film Transistor (OTFT) remain unchanged. Hence this significantly simplifies our development effort to make

a blood and saliva based COV2 diagnostic test.

Therefore,

the glucose oxidase (“GOX”) element of the biosensor used to detect glucose in the case of the SGB can be substituted with

antibodies specific to cancer biomarkers, immunological tests, hormones and other biomarkers.

The

Saliva Glucose Test

The

SGT consists of:

● The SGB – a single use disposable saliva biosensor, and

The

Saliva Glucose Biosensor (SGB)

The

SGB was invented at the COE at the University of Newcastle, Australia. Patents for the SGB technology have been granted in the United

States (9,766,199) and China (ZL201380022888.2). The core innovative characteristic of the SGB is the sensitivity of the glucose biosensor

that enables it to detect glucose in saliva at concentrations between 8-200 μM and exhibits linear glucose sensing characteristics

at these concentrations, sensing glucose at levels 100 times lower than in blood.

The

SGB interacts with the glucose in the saliva and initiates an electrochemical reaction, producing an electrical signal directly correlated

to the amount of glucose present in the saliva. This measurement is then converted into a real-time saliva glucose reading, through the

software app installed on a smart device or a dedicated smart reader. The data may then be transferred to our digital information system

coupled with an artificial intelligence system, which will provide the patient with personalized healthcare advice enabling a practical

understanding of lifestyle factors that may affect their glucose levels.

The

SGB utilizes the GOX enzyme for signal generation. The enzyme acts on glucose, triggering a series of reactions that yields two protons

(i.e., electrical current) for each interaction with a substrate molecule. The biosensor therefore produces an electrical current (i.e.,

signal) that is proportional to the concentration of glucose in the sample. The GOX enzyme is well-suited for monitoring glucose levels

and it has been used extensively in commercially available products. Its mode of action, including the direct signal correlation with

the amount of glucose, has been reviewed in numerous scientific journal articles, including in Biosensors and Bioelectronics, International

Journal of Biochemistry & Cell Biology and Journal of Diabetes Science and Technology. Additional scientific journal articles

in Applied Physics Letters have described the biophysical characterization of the SGB and further support the claim that its signal

directly correlates with the glucose concentration in the sample.

The

direct correlation between glucose concentration and sensor signal is independent of the type of sample under examination (i.e., blood

or saliva). The use of saliva as a meaningful proxy for estimating blood glucose level is supported by extensive scientific literature

that has investigated the physiological glucose concentration in both biological fluids and overwhelmingly reported a strong correlation,

including in articles published in independent journals such as the Journal of Obesity, the Journal of International Oral Health,

the Journal of Clinical and Experimental Dentistry, the Journal of Oral Biology and Craniofacial Research, Diabetes & Metabolic

Syndrome, the Journal of Biological Regulators and Homeostatic Agents and Diabetologia, among others. However, a few isolated

articles have reported finding no significant correlation, including articles in the Journal of Clinical and Diagnostic Research

and the Journal of Oral Science. Overall, we believe there is abundant clinical evidence in independently reviewed scientific

literature that saliva can be utilized as a non-invasive alternative to blood to monitor glycemic status in diabetic patients.

The

basic OTFT structure consists of a source and drain electrode on a semiconducting material which is itself separated from a third gate

electrode by a thin insulating layer. The COE has pioneered the fabrication of these novel biosensors based on integrating biomolecules,

such as enzymes, directly into the architecture of organic transistors; producing electronic devices with both high sensitivity and high

specificity for the target analyte. In these biosensors, a molecular recognition element can simply be integrated directly into the device

structure, and in the case of the SGB, the recognition element is GOX.

High

quality OTFTs have been routinely fabricated at the materials node of the Australian National Fabrication Facility. The COE has pioneered

the fabrication of novel biosensors based on integrating biomolecules, such as enzymes, directly into the architecture of organic transistors;

producing electronic devices with both high sensitivity and high specificity for the target analyte and in this case, glucose.

The

development of an intermediate device that communicates to the smart device has been completed. The intermediate device emulates a glucometer,

providing the mechanical and electrical interfaces to receive and power the SGB as well as the required circuitry for accurately reading

the amperometric signals. We intend to transfer the responsibilities of the intermediate device to the SGB. A possible route to achieve

this technical aim is to leverage near-field-communication, or “NFC,” tags, available off the shelf and routinely

used in consumer electronics, to power the SGB and implement the communication protocol. NFC tags are compatible with flexible electronics

and widely used in “internet of things” applications in view of their low cost. We believe that NFC tags suitable for integration

with the SGB can be purchased for approximately $0.10 per tag, even at low volumes. The cost of electronic components is well known to

significantly reduce as volume increases. Due to the large expected volumes of the SGB, we believe it is reasonable to assume that the

cost of suitable NFC tags will be viable and less than $0.04.

The

Licensor owns patents in Australia, China and the United States protecting the following technological claims of the SGB: the architecture

of a biofunctional organic thin film transistor device comprising a gate electrode, a dielectric layer, a partially-organic semiconducting

layer, a source electrode, a drain electrode, a substrate and an enzyme; the method for producing the organic thin film transistor device;

and the method for determining the concentration of a compound in a sample by interpreting the amperometric signals generated by the

device. The Chinese and the United States patent belong to the same patent family, originating from the Australian patent. As such, all

of the patents relate to identical technology claims.

History

and Background of the Saliva Glucose Biosensor

The

SGB leverages the decades of history of all-polymer printed OTFTs. Through the research conducted at COE, this OTFT technology has been

transformed into a medical device and expected to conform to the highest medical device standards globally. The SGB is based on a modified

OTFT architecture incorporating GOX as the recognition element. It has been demonstrated that the SGB exhibits linear glucose sensing

at concentrations of 8-200 μM (micro molar) offering a saliva-based test for diabetic monitoring and diagnosis.

Fundamentals

of the biosensor technology have been well-characterized and have deep scientific foundations. Since their invention in 1947, transistors

have dominated the mainstream microelectronics industry. Field Effect Transistors, or “FETs,” are a class of transistor

in which the current between a pair of source and drain electrodes separated by a semiconductor is controlled by a voltage applied to

a third electrode known as the gate. The gate electrode is separated from the source-drain region by a thin (~100 nm) insulating dielectric

region and thus is coupled to the semiconductor. By altering the bias voltage applied to the gate region, the source-drain region can

be altered from conducting to insulating and thus the device can be turned on or off. Importantly, the presence of a relatively small

number of charges on the gate electrode alters the flow of a great many charges between the source and drain electrodes. Accordingly,

the FET acts as a switch as well as an amplifier.

The

SGB integrates another scientific discovery known as organic electronic polymers. This work, which was conducted in the 1970s, focused

on the development of doped polyacetylene. Historically conductive polymers can also be traced back to the early 1960s. Conductive polymers

have several advantages over other organic conductors with regard to their processability and hence their use is becoming increasingly

widespread. The polymers that show the most promise in this area are based on the polythiophene structure. The flexible nature of these

polymers allows them to be processed into almost any desired shape or form, making them attractive for the low-cost production of flexible

electronic circuits, such as FETs.

The

first demonstrated combination of FETs and organic electronic polymers was in the solid-state OTFT developed in 1986 using polythiophene

(an organic electronic polymer) as the semi-conducting layer, with a similar device being reported in 1988. The performance of OTFTs

in comparison with conventional silicon-based transistors has been considered encouraging and they have already been used in applications

in logic circuits or as the driving elements in active matrix displays. Biosensor fabrication based on organic electronics is also well-established,

primarily driven by the appealing features offered by these materials such as flexible and adjustable chemical properties, and room temperature

operation.

One

of the most attractive features of organic electronics is the potential for flexible low-cost fabrication. A common feature of early

OTFTs was the use of silicon as the substrate material, and thus since these hybrid devices are not truly all-polymer-based they do not

offer all the advantages with respect to fabrication. In the world of sensors, the vast majority of previous scientific research and

subsequent technological implementation of organic sensors has involved electrochemically grown films exhibiting performance levels that

are, in most cases, inadequate for real applications. Solution-processed polymers, on the other hand, offer the greatest potential for

the fabrication of low-cost electronics since they can be easily processed as liquids, unlike the organic crystals and short chain oligomers

which are typically vapor deposited. Combining these unique material properties with low-cost techniques, such as ink-jet or reel-to-reel

printing, offers the ability to rapidly produce disposable printed electronic circuits.

The

first all-polymer printed OTFT was reported in 1994. OTFTs are an exciting class of devices within the organic electronics field. The

prospect of low cost organic electronic modules incorporating OTFTs fabricated at low temperatures using low energy techniques is very

attractive. Low temperature solution-based processes, such as ink-jet printing, allow for compatibility with flexible substrates, upon

which it would be impossible to fabricate conventional electronics. In addition, conducting polymers can be synthesized in a laboratory

without using rare or expensive materials.

Other

Tests Based on the Biosensor Platform

As

discussed above, the architecture of the Biosensor Platform allows the recognition element of the biosensor to be exchanged. Accordingly,

the GOX element used to detect glucose in the case of the SGB can be substituted with antibodies specific to SARS-CoV-2, cancer biomarkers,

immunological tests, hormones and other biomarkers. The substitute recognition element will generate an electrical current signal that

is detected in a manner identical to the SGB. Given the underlying sensing mechanism is unaltered, we believe the technical risk associated

with the development of other tests for biomarkers other than glucose is considered to be relatively low.

Performance

Testing, Current State of Development and Next Steps

Preliminary

Analytical Performance Testing

Regulatory

Approval COV2 Test (“COV2T”)

For

the COV2T we intend to use the section 564 of the Federal Food, Drug and Cosmetic (FD&C) Act, that there is a public health emergency

that has a significant potential to affect national security or the health and security of United States citizens living abroad, and

that involves a novel (new) coronavirus (nCoV) first detected in Wuhan City, Hubei Province, China in 2019 (2019-nCoV). The virus is

now named severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), which causes the disease COVID-19.

On

the basis of this determination, the Secretary of HHS has subsequently declared that circumstances exist justifying the Emergency Use

Authorization (“EUA”) of in vitro diagnostics for the detection and/or diagnosis of COVID-19 (February 4, 2020), personal

respiratory protective devices (March 2, 2020), and other medical devices, including alternative products used as medical devices (March

24, 2020), for use during the COVID-19 outbreak pursuant to section 564 of the Act and subject to the terms of any authorization issued

under that section.

The

criteria for issuance of EUA are the following:

● Serious or life-threatening disease

Commercialization

It

is the company’s intent to introduce and launch the test globally, through assignment of a sublicense and or distributors agreements.

The development path will follow the geographical regulatory path, beginning by the North American Markets. The Saliva Glucose Biosensor

has been designed and developed to meet the ISO 15197:2013 standard and we intend to seek regulatory approval under the specifications

of this standard. The research team at the University of Newcastle, in order to benchmark the performance of the biosensor prototype

systems, compared it with the partial requirements of the ISO standard ISO 15197:2013. This standard dictates the analytical standards

and performance evaluation of a blood-glucose monitoring system for self-testing in managing diabetes mellitus. The standard dictates

that at least 95 % of results for a given system have to be within ± 15 mg/dL at glucose concentrations less than 100 mg/dL and

within ± 15 % at glucose concentrations greater than or equal to 100 mg/dL. Artificial saliva was prepared based on the most widely

used Fusayama Meyer solution consisting of 11 different glucose concentrations of 0, 0.18, 0.36, 0.9, 1.8, 3.6, 9.01, 18.02, 36.04, 90.1,

180.2 mg/dL. Only the first seven concentrations are clinically relevant in saliva (0 – 9.01 mg/dL)3. However, at this stage of

product development we wanted to assess the dynamic range of the biosensor to 20-fold of the upper physiological range (9.01 mg/dL)3.

The concentration range of greater than 9.01-180.2 mg/dL is not clinically relevant criteria for glucose in saliva. The results of the

116 prototype biosensors that were assessed for precision and accuracy by implementing the ISO standard. In conclusion, from the 116

devices assessed 110 devices (94.8 %) met the blood glucose ISO standard in relation to the adapted system accuracy (i.e. 95 % of the

measured results must fall within ± 15 mg/dL at glucose concentrations less than 100 mg/dL).

We

believe the deficiency of the 6 prototype devices that failed to meet the ISO standard is attributable to the previously non-validated

manual printing process of the biosensors, rather than a biosensor technology deficiency. Currently the biosensor is in the process of

transferring to a quality-controlled pilot production phase , standardizing the automated processes, and characterization procedures

which will eliminate such manufacturing deviations in the released biosensor product format. Regardless, 110 prototype sensors in this

test performed at a level to allow compliance with the ISO standard. It is important to note that the ISO standard references blood glucose

monitors rather than salivary glucose monitors so a direct application of the standard here is not entirely practical.

Manufacturing

The

facilities required for the fabrication of these OTFT devices are all in place at the Australian National Fabrication Facility, which

we have used for fabrication and testing. These facilities are being extensively used, and we anticipate they can also be used for

initial manufacturing and charged under a cost recovery basis.

We have received approval for $4.7 million

(excluding GST/VAT) million Medical Products Priority Grant funding by the Australian Government as contributions towards the

establishment of a high-tech manufacturing facility in Australia. Amounts will be paid under this grant upon GBS in achieving

certain deliverables.

Inherent

in the manufacturing process is a separate calibration process that is batch dependent and ensures analytical performance quality control.

Further to this an authenticity validation process verifies that the biosensor is authentic or otherwise flags a device.

Distribution

We

intend, assuming the completion of development and regulatory approval, to market and distribute the SGT in the APAC Region. We propose

to enter into arrangements with distributors to market and sell the SGB. We have entered into an agreement in principle with a medical

affairs commercialization company to drive prelaunch activity with the scope to create awareness and build “share of voice”

with local referring physicians, diabetes educators, patient associations, government organizations and general practitioners. We also

recently entered into non-binding memoranda of understanding with two large distributors in China, which express our intent to enter

into definitive agreements to collaborate on the manufacture, regulatory approval, and distribution and sale of, and the medical affairs,

marketing, and identification of strategic opportunities for, the SGB in China. We have engaged L.E.K Consulting to assist in

expanding the scope of commercial partners.

Our

strategy will depend in part on finding qualified distributors for the marketing and sale of our products. We will work with these distributors

to market our products. These distributors typically would sell a variety of other, non-competing products and will be expected to devote

certain resources to selling the SGB. We expect to devote suitable time and effort to recruiting and retaining qualified third-party

distributors and training them in our technology and product offering. We plan to adopt a multiple channel strategy to balance the marketing

and sales efforts.

The

Glucose Monitoring Industry

The

Self-Monitoring of Blood Glucose

Self-Monitoring

of blood glucose is the main approach for glucose monitoring and has been used for over 40 years. Currently, self-monitoring of blood

glucose is conducted periodically by the patient using a blood glucose measuring device. Blood glucometers require pricking a finger

with a lancet and applying a drop of blood on the test strip. The test strip is then inserted into the device which provides a reading

of glucose level in blood. Test strips are supplied by the glucometer manufacturer and are generally device-specific, although generic

test strips are also available. There are more than 100 types of blood glucometers currently are commercially available and they differentiate

based on size and weight, cost, data storage capacity, test accuracy, blood sample size and screen visibility (users with poor eyesight

may prefer larger screens).

Continuous

Glucose Monitoring

Continuous

glucose monitoring is not an alternative to finger prick self-monitoring of blood glucose. Only one system to date has been deemed of

equivalent use “as an aid to monitor the effectiveness of diabetes control” or non-adjunctive use. The procedure is invasive

and involves the insertion of a glucose biosensor into the subcutaneous tissue layer or the hypodermis. The biosensor, which measures

glucose levels in interstitial fluid, is attached to a transmitter that sends signals to either an insulin pump or a portable meter.

These devices are generally worn for about one week and require regular calibration through conventional blood glucose detection, about

twice a day. While the accuracy of these devices has been an issue, it has improved in recent years. Continuous glucose monitoring can

track a patients’ glucose throughout the day and night, notifying the patient of highs and lows so the person can act. Subcutaneous

glucose levels change more slowly than plasma glucose, which can be a restriction to their effectiveness, particularly if glucose levels

are changing rapidly. Subcutaneous glucose levels have a time lag compared to blood glucose measurements, and measurements may not always

match blood glucose. Continuous glucose monitoring is commonly used in conjunction with continuous subcutaneous insulin infusion, or

“CSII,” which involves a patient wearing an insulin pump and infusion set that infuses insulin into the body. Although

pumps are currently manually controlled by the patient, continuous glucose monitoring combined with CSII could potentially be used as

part of a closed-loop. CSII is generally restricted to Type 1 diabetics, where the need for ongoing insulin infusion is highest. Continuous

glucose monitoring is mainly used in a limited proportion of diabetics, particularly those concerned about severe, nocturnal hypoglycemia,

pregnant women who require meticulous glucose control or those who may not be able to easily administer a self-monitoring test (e.g.,

those living in remote or hostile environments). However, continuous glucose monitoring is more expensive than traditional self-monitoring

of blood glucose and in many cases is not eligible for reimbursement.

Importance

of Glucose Monitoring

One

of the main aims of diabetes monitoring and management is to maintain blood glucose levels within a specified target range. Self-monitoring

of blood glucose should be part of a regular management plan for patients with diabetes to enable this. Self-monitoring provides information

regarding an individual’s dynamic blood glucose profile. This information can help with the appropriate scheduling of food, activity,

and medication. It is also required for understanding of the timing of blood glucose variations. Lack of regular self-monitoring predicts

hospitalization for diabetes-related complications. Self-monitoring of blood glucose is an essential tool for people with diabetes who

are taking insulin or for those who experience fluctuations in their blood glucose levels, especially hypoglycemia. For patients taking

insulin and adjusting their dose, self-monitoring is needed for self-management. For others receiving oral medication, profiling glucose

trends and the confirmation of high or low blood glucose can be a useful addendum to successful management.

Self-monitoring

of blood glucose aids the management of diabetes by:

● improving patients’ recognition of hypoglycemia or severe hyperglycemia; and

The

role of blood glucose control in preventing the development and progression of complications has been proven in both type 1 and type

2 diabetes, with an especially strong relationship between intensive blood glucose control and complications such as neuropathy (affecting

limbs) and diabetic retinopathy (leading to blindness).

Over

time, glucose measurements are expected to provide the patient and their health care professionals with the information and insights

required to determine the best management strategy for diabetes, potentially minimizing the fluctuations in their glucose levels and

resulting in better health outcomes.

The

role of blood glucose monitoring and control in preventing the development and progression of diabetes complications has been well established.

Studies show that those who properly monitored blood glucose levels had better health outcomes (such as reduced complications of diabetes)

compared to those who did not.

For

a person with diabetes, however, this daily process is not only painful but can be exhausting, disruptive, frustrating, frightening and

consuming, which often leads to poor compliance and poor health outcomes. People with diabetes have reported that stigma is a significant

concern to them. This causes tension and anxiety and, because the procedure is perceived as inconvenient and difficult, leads to suboptimal

monitoring and poor adherence. Many people with diabetes do not test as often as clinically recommended, increasing the risk of complications.

Technology

License Agreement

On

June 23, 2020, we entered into a certain Technology License Agreement, or the “License Agreement,” with Life Science Biosensor

Diagnostics Pty Ltd, (“LSBD” or “Licensor”). The Licensor owns 42.6% of our outstanding common

stock (by voting rights) as of June 30, 2021.

The

License Agreement sets forth our contractual rights and responsibilities relating to the Licensed Products. The “Licensed Products”

include: (i) a biosensor strip for antibodies against SARS-CoV-2; (ii) a proprietary smartphone application for the purpose reading,

storing, analyzing and providing patient support programs for any one or more of the Indicators for the purpose of measuring the amount

or concentration of immunoglobulins (IgG, IgM, IgA) specific to severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2); and/or

(iii) a dedicated sensor strip reading device for any one or more of the Indicators for the purpose of measuring the amount or concentration

of immunoglobulins (IgG, IgM, IgA) specific to severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2).

An

“Authorized Supplier” includes us, the Licensor, any of our affiliates or any affiliates of the Licensor, or any third party

manufacturer and/or reseller that the Licensor has expressly identified or approved in advance in writing for the purpose of quality

control for the supply of Licensed Products to us.

Pursuant

to the License Agreement, the Licensor granted to us an exclusive license to the Licensor’s proprietary rights to the biosensor

technology used in the Licensed Products, worldwide and solely to:

● collect data acquired from the Licensed Products.

We

are required to collect and anonymize demographic information about the end users of the Licensed Products and data acquired from the

Licensed Products. While the anonymized data will be owned by the Licensor, we will own during the term of the License Agreement the

personally identifiable data, including health data, collected by us. In addition, the Licensor will provide us with certain of the data

acquired from the Licensed Products. The demographic information and personally identifiable information will be used, following patient

consent, as a disease management tool to offer patients value-added services, i.e., personalized education services for lifestyle, diet

and glucose management. These services will be in accordance with the applicable local medical codes and regulatory environment. The

use of such consensual information will be in accordance with privacy laws of the relevant countries and territories.

The

license is non-transferable, non-assignable and non-sublicensable, except that the Licensor will in good faith consider any request by

us for any sublicense.

Commencing

after the receipt of regulatory approval in a jurisdiction, and the earning of revenue we will be required to pay the Licensor a minimum

royalty fee with respect to such jurisdiction for each year, or the “Minimum Royalty,” in four equal quarterly installments.

The Minimum Royalty will be 13% of the projected net sales in such jurisdiction for each such year. The projected net sales will be an

amount mutually agreed between us and the Licensor for the first such year. For each ensuing year after the first year, the projected

net sales will be the number of Licensed Products sold in such jurisdiction in the prior year, as adjusted for the mutually agreed expected

market growth. In addition to the expected market growth, there will be an additional growth rate percentage of 7% for each year through

the tenth year. In the event of a dispute between us and the Licensor regarding the determination of the expected market growth or the

additional growth percentage, the License Agreement provides for resolution by an independent third party. At the end of each quarter,

if the quarterly installment of the Minimum Royalty is less than 13% of the actual net sales of Licensed Products in such jurisdiction

for such quarter, or the “Actual Royalty,” we will pay Licensor the difference between the quarterly installment of the Minimum

Royalty and the Actual Royalty. The royalty fee rate will be reduced from 13% to 3% upon the expiration of the patent portfolio covered

by the License Agreement.

As

between us and the Licensor, the Licensor solely owns all right, title and interest to, among other items of intellectual property, the

biosensor technology (including any improvements made to the biosensor technology by us), the anonymized data collected by us and any

other technology of the Licensor, and all derivations based on, and all proprietary rights in, the foregoing. The Licensor will have

the right to decide whether to protect or enforce, and the right to control any action relating to the protection and enforcement of,

any of the foregoing intellectual property and proprietary rights.

There

is no set expiration date for the License Agreement. However, the exclusivity of the license granted under the License Agreement runs

until the expiration of the patent portfolio covered by the License Agreement, which is currently until 2033. We expect that the patent

portfolio will be extended as new patents are created throughout product development, thereby extending the exclusivity of the License

Agreement. For instance, we expect to seek additional patents in connection with the development of the Prostate Specific Antigen test,

the Peanut Kernel Allergen test and the Luteinizing Hormone test. The License Agreement may be terminated by us in the event of a material

breach by the Licensor, if the Licensor does not cure the breach within 30 days after receiving notice of the breach; or in the event

the Licensor discontinues its business operations or in the case of certain events related to insolvency or bankruptcy. The License Agreement

also may be terminated by us at any time after the tenth anniversary of the License Agreement upon 180 days’ prior written notice.

On

March 31, 2021, the Company, entered into an Option Agreement with LSBD and BiosensX (North America) Inc. (“BIOX”). Under the terms of this

Option Agreement, LSBD granted to the Company an exclusive option (the “Option”) to purchase an exclusive license to use,

make, sell and offer to sell products under the intellectual property rights in connection with the Biosensor technology the glucose/diabetes

management field in the United States, Mexico and Canada (the “NA Territory”). The Company is entitled to exercise this Option

at any time during the 2-year term from the effective date of the Option Agreement by paying the option fee in the amount of $5 million

to LSBD at the time of the option exercise. Upon such exercise, (i) LSBD and BIOX will promptly terminate their respective agreement

with respect to the NA Territory, and (ii) LSBD and the Company will promptly enter into a license agreement pursuant to which LSBD will

grant an exclusive license (with the right to sublicense) to the Company, substantially on the same set of terms as the LSBD-BIOX license

agreement currently in place, provided that the license agreement between LSBD and the Company will also contain a commercialization

milestone payment to the LSBD for the equivalent of 5 years’ of royalties based upon agreed maintainable sales due 90 days from

the end of the first royalty year. The terms and provisions of the foregoing transaction have been reviewed and approved by the Company’s

Board of Directors and the Audit Committee of the Board.

Intellectual

Property

Our

business depends on the proprietary biosensor technologies licensed by us from the Licensor. The Licensor has secured and continues to

pursue intellectual property rights related to this technology in China, the United States and other countries. The original patent application,

which claims a priority date of March 2012, has been granted in the United States (9,766,199) and China (ZL201380022888.2). A second

international patent application (PCT/AU2016/050555) claiming iterations to the device design has been filed with a priority date of

June 2016 and will soon enter national phase in certain jurisdictions, and further patent applications are in preparation. The patents

protect the following technological claims of the SGB: the architecture of a biofunctional organic thin film transistor device comprising

a gate electrode, a dielectric layer, a partially-organic semiconducting layer, a source electrode, a drain electrode, a substrate and

an enzyme; the method for producing the organic thin film transistor device; and the method for determining the concentration of a compound

in a sample by interpreting the amperometric signals generated by the device. The Chinese and the United States patent belong to the

same patent family, originating from the Australian patent. As such, all of the patents relate to identical technology claims.

We

believe that the Licensor intends to aggressively prosecute these patent applications and file further applications, as appropriate,

to protect the proprietary biosensor technologies, including improvements thereon, in the United States as well as in the APAC Region,

and to take any necessary action to maintain and enforce its patent and other intellectual property rights. There can be no assurance,

however, that the Licensor will take such actions, and under the License Agreement, we have no right to compel them to do so. If the

Licensor elects not to protect or enforce its intellectual property rights, we would be permitted take action to protect or enforce these

rights in the APAC Region, but any such action would be at our cost and expense.

We

intend to vigorously protect our intellectual property rights in any technologies owned by us through patents and copyrights, as available

through registration in the United States and internationally. We also will rely upon trade secrets, know-how, and continuing technological

innovation to develop and maintain our competitive position. We intend to protect any of our proprietary rights through a variety of

methods, including confidentiality agreements and/or proprietary information agreements with suppliers, employees, consultants, independent

contractors and other entities who may have access to proprietary information. We will generally require employees to assign patents

and other intellectual property to us as a condition of employment with us. All of our consulting agreements will pre-emptively assign

to us all new and improved intellectual property that arise during the term of the agreement. In addition, we may license additional

technologies from the Licensor or third parties. Prior to any further acquisition or licensing of technology from a third party, we will

evaluate the existing proprietary rights, our ability to obtain and protect these rights, and the likelihood or possibility of infringement

upon competing rights of others.

The

issuance of a patent does not ensure that it is valid or enforceable. The term of individual patents depends upon the legal term of the

patents in the countries in which they are obtained. In most countries in which we file, the patent term is 20 years from the earliest

date of filing a non-provisional patent application. In the United States, a patent’s term may be shortened if a patent is terminally

disclaimed over another patent or as a result of delays in patent prosecution by the patentee, and a patent’s term may be lengthened

by patent term adjustment, which compensates a patentee for administrative delays by the United States Patent and Trademark Office in

granting a patent.

We

conduct our business using the licensed trademark “Glucose Biosensor” and our logo, as well as domain names incorporating

either or both of these trademarks. Our trademarks are not registered. We own the domain name glucosebiosensor.com.

Competition

The

medical device industry is highly competitive, subject to rapid change and significantly affected by new product introductions and other