8-K
INTELLIGENT BIO SOLUTIONS INC. (INBS)
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): December 12, 2025
INTELLIGENT
BIO SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39825 | 82-1512711 |
|---|---|---|
| (State<br> of<br><br> <br>Incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> employer<br><br> <br>identification<br> no.) |
135West 41^st^Street , 5^th^Floor
NewYork, NY 10036
(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. ☐
Item3.03. Material Modifications of Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 herein is incorporated by reference into this Item 3.03.
Item5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of stockholders of Intelligent Bio Solutions Inc. (the “Company”) held on October 16, 2025, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-10 at any time within 12 months following the date of such stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of the Company’s stockholders.
Pursuant to the authority granted by the Company’s stockholders, the Board approved a one-for-ten (1-for-10) reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effect the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware on December 12, 2025, and the Reverse Stock Split will become effective in accordance with the terms of the Amendment at 11:59 p.m. Eastern Time on December 15, 2025 (the “Effective Time”). The Amendment provides that, at the Effective Time, every ten (10) shares of the Company’s issued and outstanding common stock will automatically be combined into one (1) issued and outstanding share of common stock, without any change in par value per share, which will remain $0.01.
As a result of the Reverse Stock Split, the number of shares of common stock outstanding will be reduced from approximately 9,595,335 shares as of December 14, 2025, to approximately 959,533 shares immediately following the Reverse Stock Split. The number of authorized shares of common stock will remain at 100 million shares.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or vesting of outstanding stock options, restricted stock unit awards and warrants. In addition, the number of shares reserved for issuance under the Company’s 2019 Plan will be reduced proportionately.
The Reverse Stock Split will become effective at the Effective Time, and the Company’s common stock is expected to begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open trading on December 16, 2025. The trading symbol for the Company’s common stock will remain “INBS.” The Company’s post-Reverse Stock Split common stock will have a new CUSIP number (CUSIP No. 36151G709), and the par value and other terms of the common stock are not affected by the Reverse Stock Split.
No fractional shares will be issued as a result of the Reverse Stock Split; instead, the Company will pay cash (without interest) in lieu of fractional shares in an amount equal to such fraction multiplied by the average of the closing sale prices of the Company’s common stock during regular trading hours for the five consecutive trading days immediately preceding the date of the Reverse Stock Split on Nasdaq. The share amounts set forth above do not take into account any shares that may be paid for in connection with the foregoing treatment of fractional shares.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item8.01. Other Events.
On December 12, 2025, the Company issued a press release announcing that it will effect a 1-for-10 reverse stock split of its common stock that will become effective at 11:59 pm Eastern Time on December 15, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The table below sets forth the impact of the Reverse Stock Split on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended June 30, 2025, and June 30, 2024; and for the three months ended September 30, 2025, and September 30, 2024:
| PRE-SPLIT | POST-SPLIT | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12 Months Ended | 12 Months Ended | |||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||
| Net Loss | $ | (10,568,733 | ) | (10,156,759 | ) | $ | (10,568,733 | ) | (10,156,759 | ) | ||
| Shares Outstanding | ||||||||||||
| Basic | 5,273,643 | 1,592,746 | 527,365 | 159,275 | ||||||||
| Diluted | 5,273,643 | 1,592,746 | 527,365 | 159,275 | ||||||||
| Loss Per Share | ||||||||||||
| Basic | $ | (2.00 | ) | (6.38 | ) | $ | (20.04 | ) | (63.77 | ) | ||
| Diluted | $ | (2.00 | ) | (6.38 | ) | $ | (20.04 | ) | (63.77 | ) | ||
| PRE-SPLIT | POST-SPLIT | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 3 Months Ended | 3 Months Ended | |||||||||||
| Sep 30, 2025 | Sep 30, 2024 | Sep 30, 2025 | Sep 30, 2024 | |||||||||
| Net Loss | $ | (2,983,006 | ) | (2,685,633 | ) | $ | (2,983,006 | ) | (2,685,633 | ) | ||
| Shares Outstanding | ||||||||||||
| Basic | 8,546,934 | 3,811,090 | 854,694 | 381,109 | ||||||||
| Diluted | 8,546,934 | 3,811,090 | 854,694 | 381,109 | ||||||||
| Loss Per Share | ||||||||||||
| Basic | $ | (0.35 | ) | (0.70 | ) | $ | (3.49 | ) | (7.05 | ) | ||
| Diluted | $ | (0.35 | ) | (0.70 | ) | $ | (3.49 | ) | (7.05 | ) |
Item9.01. Financial Statements and Exhibits.
| No. | Description |
|---|---|
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation |
| 99.1 | Press Release, dated December 12, 2025 |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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> December 12, 2025 | ||
|---|---|---|
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro<br> Sakiris | |
| Title: | Chief<br> Financial Officer |
Exhibit 3.1
CERTIFICATEOF AMENDMENT
OFTHE
AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION
OFINTELLIGENT BIO SOLUTIONS INC.
Intelligent Bio Solutions Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”) for the purpose of amending its Amended and Restated Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware, does hereby make and execute this Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, and does hereby certify that:
**FIRST:**That resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Amended and Restated Certificate of Incorporation of the Corporation and declaring said Amendment to be advisable and recommended for approval by the stockholders of the Corporation.
**SECOND:**This Amendment to the Amended and Restated Certificate of Incorporation amends Article FOURTH to the Amended and Restated Certificate of Incorporation by adding the following new paragraph immediately after the first paragraph of Article FOURTH:
“Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), every ten (10) shares of the Corporation’s Common Stock issued and outstanding or held by the Corporation in treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “Reverse Stock Split”) and without increasing or decreasing the authorized number of shares of Common Stock (which shall be 100,000,000 shares of Common Stock, par value $0.01 per share, authorized) or the Corporation’s preferred stock (which shall be 10,000,000 shares of preferred stock, par value $0.01 per share, authorized); provided, however, no fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split, and instead, in lieu of any fractional shares to which a stockholder of record would otherwise be entitled as a result of the Reverse Stock Split, the Corporation shall pay cash (without interest) equal to such fraction multiplied by the average of the closing sales prices of the Common Stock on the Nasdaq Capital Market during regular trading hours for the five consecutive trading days immediately preceding the date of the Reverse Stock Split (with such average closing sales prices being adjusted to give effect to the Reverse Stock Split). Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of post-Reverse Stock Split Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described above. The Reverse Stock Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent.”
**THIRD:**The foregoing amendment shall be effective as of 11:59 p.m. Eastern Time on December 15, 2025.
**FOURTH:**That, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by applicable law was voted in favor of the Amendment.
**FIFTH:**That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
INWITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be executed on this 12^th^ day of December 2025.
| INTELLIGENT BIO SOLUTIONS INC. | |
|---|---|
| By: | /s/<br> Harry Simeonidis |
| Name: | Harry<br> Simeonidis |
| Title: | Chief<br> Executive Officer |
Exhibit 99.1
Intelligent Bio Solutions Inc. Announces ReverseStock Split
NEW YORK, December 12, 2025 — Intelligent Bio Solutions Inc. (Nasdaq: INBS) (“Intelligent Bio Solutions” or the “Company”), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced that it will effect a 1-for-10 reverse split of its common stock, that will become effective at 11:59 pm (Eastern Time) on December 15, 2025. Trading of the Company’s common stock on The Nasdaq Capital Market (“Nasdaq”) will continue, on a split-adjusted basis, with the opening of the markets on December 16, 2025, under the trading symbol “INBS” and new CUSIP number 36151G709.
The reverse stock split was approved by Intelligent Bio Solutions’ stockholders at the annual meeting of the Company’s stockholders held on October 16, 2025, with the final ratio to be determined by the Company’s Board of Directors within the ratio range authorized by shareholders.
As a result of the reverse stock split, every 10 shares of common stock issued and outstanding as of the effective date will be automatically combined into one share of common stock. In addition, proportionate adjustments will be made to outstanding equity-based awards and other equity rights, including warrants. No fractional shares will be issued if, as a result of the reverse stock split, a stockholder would become entitled to a fractional share because the number of shares of common stock they hold before the reverse stock split is not evenly divisible by the split ratio. Instead, the stockholder will be entitled to receive a cash payment in lieu of a fractional share. The par value of the common stock will remain unchanged at $0.01 per share after the reverse split, and the number of authorized shares of common stock will remain at 100 million shares. Immediately after the reverse stock split becomes effective, the Company will have approximately 959,533 shares of common stock issued and outstanding. The reverse split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent the reverse split results in a stockholder receiving a cash payment in lieu of a fractional share, as described above.
About Intelligent BioSolutions Inc.
Intelligent Bio Solutions Inc. (NASDAQ: INBS) is a medical technology company delivering intelligent, 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 the 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. The Company’s current customer segments outside the U.S. include construction, manufacturing and engineering, transport and logistics firms, mining, drug treatment organizations, and coroners.
For more information, visit: https://ibs.inc/
Forward-Looking Statements:
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, and involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, statements regarding Intelligent Bio Solutions Inc.’s ability to successfully develop and commercialize its drug and diagnostic tests, realize commercial benefits 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, actual results may differ materially from those expressed or implied by such 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, including those described in Intelligent Bio Solutions’ public filings with the U.S. Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of the date of this release. 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.
Company Contact:
Intelligent Bio Solutions Inc.
info@ibs.inc
Investor& Media Contact:
Valter Pinto, Managing Director
KCSA Strategic Communications
PH: (212) 896-1254
INBS@kcsa.com