INTELLIGENT BIO SOLUTIONS INC.

false 0001725430 0001725430 2026-08-31 2026-08-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 31, 2026 INTELLIGENT BIO SOLUTIONS INC. (Exact name of registrant as specified in its charter) Delaware 001-39825 82-1512711 (State of Incorporation) (Commission File Number) (IRS employer identification no.) 135 West 41st Street , 5th Floor New York , NY 10036 (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: (646) 790-5756 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement 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 of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value INBS The 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On August 31, 2026, Intelligent Bio Solutions Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor for the sale by the Company of (i) 2,036,659 shares (the “Shares”) of the Company’s common stock (or Series M Pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)), par value $0.01 per share (the “Common Stock”), (ii) Series N-1 warrants to purchase up to an aggregate of 2,036,659 shares of Common Stock (the “Series N-1 Warrants”), and (iii) Series N-2 warrants to purchase up to an aggregate of 2,036,659 shares of Common Stock (the “Series N-2 Warrants” and, collectively with the Series N-1 Warrants and Pre-Funded Warrants, the “Warrants”), in a private placement offering (the “Offering”). The combined purchase price of one share of Common Stock (or one Pre-Funded Warrant) and accompanying Series N-1 Warrant and Series N-2 Warrant was $2.455. The Offering closed on September 2, 2026. At the closing of the Offering, 2,036,659 Pre-Funded Warrants were issued in lieu of Common Stock. Subject to certain ownership limitations, the Series N-1 Warrants and Pre-Funded Warrants are exercisable upon issuance. Subject to the satisfaction of certain conditions, the Series N-1 Warrants are callable at the Company’s option following the Company’s public announcement that it has received 510(k) clearance from the U.S. Food and Drug Administration permitting the commercial marketing and sale of the Company’s Intelligent Fingerprinting Drug Screening System. The Series N-2 Warrants are exercisable on and after the date on which the Company obtains shareholder approval for the issuance of the shares underlying the Series N-2 Warrants. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.01 (as adjusted from time to time in accordance with the terms thereof) and may be exercised at any time until the Pre-Funded Warrants are exercised in full. Each Series N-1 Warrant and Series N-2 Warrant is exercisable into one share of Common Stock at a price per share of $2.33 (as adjusted from time to time in accordance with the terms thereof). The Series N-1 Warrants and Series N-2 Warrants each have a term of five years following the date a registration statement registering all warrant shares underlying the Series N-1 Warrants and Series N-2 Warrants is declared effective by the United States Securities and Exchange Commission (the “SEC”). The gross proceeds to the Company from the Offering were approximately $5.0 million, before deducting the placement agent’s fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the Warrants. The Company intends to use the net proceeds from the Offering for working capital and for general corporate purposes. In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement and agreed to file by September 15, 2026, a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of Common Stock sold to investors and the shares of Common Stock issuable upon exercise of the Warrants, and to use its best efforts to cause the Resale Registration Statement to be declared effective no later than October 15, 2026. The Shares, the Warrants, and the shares issuable upon exercise of the Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures. On August 31, 2026, the Company entered into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) pursuant to which the Company agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds received by the Company in the Offering; (ii) a management fee equal to 1.0% of the gross proceeds received by the Company in the Offering; (iii) a cash fee equal to 9.0% of the gross proceeds received by the Company from the cash exercise of any Series N-1 Warrants and Series N-2 Warrants; (iv) common stock purchase warrants, issued to the Placement Agent or its designees, to purchase shares of Common Stock equal to 5.0% (or 101,833 shares) of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering (the “Placement Agent Warrants”); and (v) reimbursement of the Placement Agent’s expenses in an amount up to $145,000. The Placement Agent Warrants have a term of five years following the date a registration statement registering all warrant shares underlying the Placement Agent Warrants is declared effective by the SEC and have an exercise price of $3.06875 per share. The