8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 8, 2024

INTELLIGENT

BIO SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39825	82-1512711
(State<br> of <br><br>Incorporation)	(Commission<br> <br><br>File Number)	(IRS<br> employer <br><br>identification no.)

142

West, 57th Street, 11th Floor

NewYork, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 828-8258

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.01 par value	INBS	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item2.02 Results of Operations and Financial Condition.

On May 8, 2024, Intelligent Bio Solutions Inc. (the “Company”), issued a press release (the “Press Release”) announcing financial results for the fiscal quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item9.01. Financial Statements and Exhibits.

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No.	Description
99.1	Press Release, dated May 8, 2024
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> May 8, 2024
	INTELLIGENT BIO SOLUTIONS INC.
	By:	/s/ Spiro Sakiris
	Name:	Spiro<br> Sakiris
	Title:	Chief<br> Financial Officer

Exhibit99.1

IntelligentBio Solutions Inc. Reports Fiscal 2024 Third Quarter and

Nine-MonthFinancial Results and Operational Highlights

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Year-over-yearrevenue increased 80% for the fiscal third quarter and 193% for the nine months ended March 31, 2024

Cashand cash equivalents as of March 31, 2024, was $9.40 million

CommencedFDA 510(k) clinical studies plan with Cliantha Research and remains on track for planned submission by the end of 2024 and planned entryinto the US in 2025

Secured26 new customer accounts throughout the quarter, representing a combined headcount of approximately 16,779 employees

NEWYORK, May 8, 2024 —Intelligent Bio Solutions Inc. (Nasdaq: INBS) (“INBS” or the “Company”), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced its financial results for the fiscal third quarter and nine months ended March 31, 2024, and provided a business update.

“We are pleased to report our third consecutive quarter of strong revenue growth, which was driven by the acquisition of 26 new accounts and a steadily increasing install base. We have made significant progress on our FDA 510(k) roadmap, entering the critical phase of clinical validation with Cliantha Research, and are on track to complete our 510(k) submission, expected by the end of 2024,” said Harry Simeonidis, President and CEO at INBS. “With a solid financial foundation, we are well-prepared to execute on our deliverables, which include expanding into new regions and customer segments, advancing our FDA pathway, and continuing to lead innovation in our field.”

“We are pleased to report that the Company continues its upward revenue trend,” said Spiro Sakiris, CFO at INBS. “Sales growth of 80% year-over-year and a capital injection of approximately $10.76 million have greatly improved our financial position and will provide the resources to accelerate our expansion. Our dedicated team has done an amazing job executing our business plan, and it is this dedication that will drive us to the next level.”

FinancialResults for the Fiscal 2024 Third Quarter:

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●	Total<br> cash and cash equivalents on hand as of March 31, 2024, was $9.40 million, an increase from<br> $1.1 million on December 31, 2023.
●	Shareholders<br> equity as of March 31, 2024, was $11 million.
●	Total<br> revenues for the fiscal third quarter were $0.82 million, an increase of 80% compared to<br> the same period the year prior.
●	Total<br> revenue for the nine months ended March 2024 was $2.38 million, an increase of 193% compared<br> to the same period the year prior.
●	Net<br> loss for the fiscal third quarter was $2.98 million which included non-cash depreciation<br> and amortization and share based expenses of $0.54 million.

Revenue from sales of goods increased by $366,742 from $457,058 to $823,800 for the quarter ended March 31, 2024, compared to the same period in 2023, representing an 80% increase. Revenue from sales of goods increased by $1.57 million from $813,737 to $2.38 million for the nine months ended March 31, 2024, compared to the same period in 2023, representing a 193% increase. Increases in revenue are due to the organic growth of the business and expansion into new regions and customer segments following the acquisition of Intelligent Fingerprinting Ltd (“IFP”) in October 2022.

Net loss attributable to INBS decreased by $600,287 from $7.97 million to $7.37 million for the nine months ended March 31, 2024, compared to the same period the year prior. This decrease is primarily driven by goodwill impairment charges of $4.10 million and combined results of operations after the acquisition of IFP, offset by a recognition of fair value gain on revaluation of convertible notes and holdback Series C Preferred Stock of $2.06 million during the same period in 2023. During the quarter, the Company raised approximately $10.76 million after deducting closing costs, placement agent fees, and other estimated expenses payable by the Company via warrant inducement transaction and a private placement of the Company’s securities. The Company ended the quarter with cash and cash equivalents of approximately $9.40 million.

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FiscalThird Quarter & Recent Operational Highlights:

●	On<br> February 28, 2024, the Company announced its partnership with Cliantha Research to conduct<br> the pharmacokinetic (PK) study as part of its FDA 510(k) clinical studies plan. The Company<br> remains on track for its planned entry into the US market in 2025.
●	26<br> new accounts secured throughout the quarter, representing a combined headcount of approximately<br> 16,779 employees.
●	The<br> Company was granted a new European patent with unitary effect for its DSR-Plus Cartridge<br> Reader, bringing the patent into effect in 17 European countries.

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AboutIntelligent Bio Solutions Inc.

Intelligent Bio Solutions Inc. (NASDAQ: INBS) is a medical technology company delivering innovative, rapid, non-invasive testing solutions. The Company believes that its Intelligent Fingerprinting Drug Screening System will revolutionize portable testing through fingerprint sweat analysis, which has the potential for broader applications in additional fields. Designed as a hygienic and cost-effective system, the test screens for recent use of drugs commonly found in the workplace, including opiates, cocaine, methamphetamine, and cannabis. With sample collection in seconds and results in under ten minutes, this technology would be a valuable tool for employers in safety-critical industries. Additionally, the Company’s biosensor platform has the potential to test for various indications, ranging from immunological conditions to communicable diseases. The Company’s current customer segments include construction, manufacturing and engineering, transport and logistics firms, drug treatment organizations, and coroners.

For more information, visit: http://www.ibs.inc/

Forward-LookingStatements:

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, Intelligent Bio Solutions Inc.’s ability to successfully develop and commercialize its drug and diagnostic tests, realize commercial benefit from its partnerships and collaborations, and secure regulatory approvals, among others. Although Intelligent Bio Solutions Inc. believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Intelligent Bio Solutions Inc. has attempted to identify forward-looking statements by terminology, including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, included in Intelligent Bio Solutions’ public filings filed with the Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of its date. Intelligent Bio Solutions undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

CompanyContact:

Intelligent Bio Solutions Inc.

info@ibs.inc

LinkedIn | Twitter

Investor& Media Contact:

Valter Pinto, Managing Director

KCSA Strategic Communications

PH: (212) 896-1254

INBS@kcsa.com

(Financial tables follow)

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IntelligentBio Solutions Inc.

CondensedConsolidated Balance Sheets

(Amounts in US$)

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			As of June 30,
			2023
ASSETS
Current assets:
Cash and cash equivalents	9,397,523		$	1,537,244
Accounts receivable, net	431,646			293,861
Inventories, net	877,905			979,907
Research and development tax incentive receivable	332,471			498,758
Other current assets	481,046			552,791
Total current assets	11,520,591			3,862,561
Property and equipment, net	559,520			690,175
Operating lease right-of-use assets	365,512			546,475
Intangibles, net	4,593,330			5,255,401
Total assets	17,038,953		$	10,354,612
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	2,128,747		$	2,610,028
Current portion of operating lease liabilities	260,377			223,447
Current portion of deferred grant income	2,288,660			2,338,057
Current employee benefit liabilities	660,010			358,942
Current portion of notes payable	368,513			353,211
Total current liabilities	5,706,307			5,883,685
Employee benefit liabilities, less current portion	30,286			24,902
Operating lease liabilities, less current portion	154,162			356,165
Notes payable, less current portion	150,426			402,862
Total liabilities	6,041,181			6,667,614
Commitments and contingencies	-			-
Shareholders’ equity
Common stock, 0.01 par value, 100,000,000 shares authorized, 2,913,799 and 194,200 shares issued and outstanding at March 31, 2024 and June 30, 2023, respectively*	29,135			1,942
Treasury stock, at cost, 116 shares as of March 31, 2024 and June 30, 2023, respectively*	(1	)		(1	)
Additional paid-in capital	60,946,174			46,180,112
Accumulated deficit	(49,180,085	)		(41,807,573	)
Accumulated other comprehensive loss	(662,405	)		(575,496	)
Total consolidated Intelligent Bio Solutions Inc. equity	11,132,818			3,798,984
Non-controlling interest	(135,046	)		(111,986	)
Total shareholders’ equity	10,997,772			3,686,998
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	17,038,953		$	10,354,612

All values are in US Dollars.

*	Common<br> stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-12 reverse<br> stock split effected on January 26, 2024, and a 1-for-20 reverse stock split effected on February 9, 2023, throughout the condensed<br> consolidated financial statement unless otherwise stated.

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IntelligentBio Solutions Inc.

CondensedConsolidated Statements of Operations and Other Comprehensive Loss*

(Unaudited)

(Amounts in US$)

	Three Months ended March 31,						Nine Months ended March 31,
	2024			2023			2024			2023
Revenue	$	823,800		$	457,058		$	2,383,957		$	813,737
Cost of revenue (exclusive of amortization shown separately below)		(645,311	)		(424,009	)		(1,773,889	)		(536,644	)
Gross profit		178,489			33,049			610,068			277,093
Other income:
Government support income		83,842			117,680			346,917			698,625
Operating expenses:
Selling, general and administrative expenses		(2,425,830	)		(1,898,754	)		(6,587,934	)		(5,594,461	)
Development and regulatory approval expenses		(471,313	)		(299,898	)		(923,712	)		(380,363	)
Depreciation and amortization		(318,923	)		(398,986	)		(916,796	)		(797,142	)
Goodwill impairment		-			(4,096,490	)		-			(4,096,490	)
Total operating expenses		(3,216,066	)		(6,694,128	)		(8,428,442	)		(10,868,456	)
Loss from operations		(2,953,735	)		(6,543,399	)		(7,471,457	)		(9,892,738	)
Other income (expense), net:
Interest expense		(42,674	)		(86,125	)		(112,590	)		(163,957	)
Realized foreign exchange income/(loss)		(996	)		7,212			(1,551	)		(8,936	)
Fair value gain on revaluation of financial instrument		-			269,787			175,738			2,062,878
Interest income		10,640			508			14,288			9,587
Total other income (expense), net		(33,030	)		191,382			75,885			1,899,572
Net loss		(2,986,765	)		(6,352,017	)		(7,395,572	)		(7,993,166	)
Net loss attributable to non-controlling interest		(9,098	)		(8,111	)		(23,060	)		(20,367	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,977,667	)	$	(6,343,906	)	$	(7,372,512	)	$	(7,972,799	)
Other comprehensive income/(loss), net of tax:
Foreign currency translation gain/ (loss)		(144,026	)		(77,787	)		(86,909	)		148,251
Total other comprehensive income/(loss)		(144,026	)		(77,787	)		(86,909	)		148,251
Comprehensive loss		(3,130,791	)		(6,429,804	)		(7,482,481	)		(7,844,915	)
Comprehensive loss attributable to non-controlling interest		(9,098	)		(8,111	)		(23,060	)		(20,367	)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.		(3,121,693	)		(6,421,693	)		(7,459,421	)		(7,824,548	)
Net loss per share, basic and diluted*	$	(1.43	)	$	(68.67	)	$	(6.64	)	$	(104.04	)
Weighted average shares outstanding, basic and diluted*		2,079,864			92,389			1,110,089			76,629
*	Common<br> stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1-for-12 reverse<br> stock split effected on January 26, 2024, and a 1-for-20 reverse stock split effected on February 9, 2023, throughout the condensed<br> consolidated financial statement unless otherwise stated.
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