INTELLIGENT BIO SOLUTIONS INC.

 

6,211,809 Shares of Common Stock

 

Pursuant to this prospectus, the selling stockholders identified herein (the "Selling Stockholders") are offering on a resale basis an aggregate of 6,211,809 shares of our common stock, par value $0.01 per share ("common stock").

 

The 6,211,809 shares of common stock offered for resale by the Selling Stockholders named in this prospectus are issuable upon exercise of warrants acquired in a private placement transaction (the "September Private Placement"), pursuant to (i) a securities purchase agreement between us and an investor identified as a Selling Stockholder herein (the "Purchase Agreement") and (ii) a placement agency agreement between us and Ladenburg Thalmann & Co. Inc. ("Ladenburg" or the "Placement Agent") (the "Placement Agency Agreement"), each dated August 31, 2026. These shares consist of: (i) 2,036,659 shares issuable upon exercise of Series M Pre-Funded Warrants to purchase common stock (the "Series M Pre-Funded Warrants") issued at closing under the Purchase Agreement in lieu of shares of common stock and held by the investor; (ii) 2,036,659 shares issuable upon exercise of Series N-1 Common Stock Purchase Warrants (the "Series N-1 Warrants") held by the investor; (iii) 2,036,659 shares issuable upon exercise of Series N-2 Common Stock Purchase Warrants (the "Series N-2 Warrants") held by the investor; and (iv) 101,832 shares issuable upon exercise of common stock purchase warrants issued to the Placement Agent or its designees (the "Placement Agent Warrants"). The Series M Pre-Funded Warrants, the Series N-1 Warrants, and the Placement Agent Warrants are exercisable immediately upon issuance. The Series N-2 Warrants are exercisable on and after the date on which the Company obtains stockholder approval (the "Stockholder Approval") as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) with respect to the issuance of the underlying shares. The Company has agreed to hold an annual or special meeting of stockholders on or prior to December 31, 2026 to obtain the Stockholder Approval. The Series M Pre-Funded Warrants, the Series N-1 Warrants, the Series N-2 Warrants, and the Placement Agent Warrants are referred to collectively herein as the "Warrants".

 

We are registering the shares of common stock issuable upon exercise of the Warrants on behalf of the Selling Stockholders, to be offered and sold by the Selling Stockholders from time to time. See "Prospectus Summary – Private Placement of Shares of Common Stock and Warrants" for additional information regarding the September Private Placement, the Warrants, the Purchase Agreement and the Placement Agency Agreement.