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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): March 11, 2025
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) 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
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
8.01. Other Events.
As
previously reported, on September 18, 2024, Intelligent Bio Solutions Inc. (the “Company”), entered into an At The Market
Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the
terms of the ATM Agreement, the Company may sell from time to time through Ladenburg, as sales agent and/or principal, up to the lesser
of such number of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”),
that does not exceed (a) the number or dollar amount of shares of Common Stock registered on the Company’s Registration Statement
(defined below), pursuant to which the offering is being made, (b) the number of authorized but unissued shares of Common Stock (less
the number of shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise
reserved from the Company’s authorized capital stock), or (c) the number or dollar amount of shares of Common Stock that would
cause the Company or the offering of the Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including,
if applicable, General Instruction I.B.6 of Form S-3. On September 18, 2024, the Company filed the ATM Prospectus (defined below) in
connection with the offer and sale of up to $3.0 million of Shares.
As
of March 11, 2025, the Company had 6,783,543 shares of Common Stock outstanding, and, as of such date, shares of Common Stock
having an aggregate gross sales price of up to $1,376,530.39 remained available (the “Additional Shares”) for offer
and sale pursuant to the Registration Statement. On March 11, 2025, the Company filed a prospectus supplement to the
ATM Prospectus (the “2025 Supplement”) in connection with the offer, sale, and issuance of these Additional Shares.
Any
sale of Shares pursuant to the ATM Agreement will be made under the Company’s effective “shelf” registration statement
(the “Registration Statement”) on Form S-3 (File No. 333-264218), which became effective on April 20, 2022, and included
base prospectus (the “Base Prospectus”), and under the related prospectus supplement (the “ATM Prospectus”) filed
with the Securities and Exchange Commission (the “SEC”) dated September 18, 2024, and supplemented by the 2025 Supplement
filed with the SEC on March 11, 2025. The $1,376,530 of Additional Shares that may be offered, issued, and sold under the ATM Prospectus,
as supplemented by the 2025 Supplement, is included in the $100,000,000 of securities that may be offered, issued, and sold by the Company
under the Base Prospectus.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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:
March 12, 2025 |
|
|
|
INTELLIGENT
BIO SOLUTIONS INC. |
|
|
|
By:
|
/s/
Spiro Sakiris |
|
Name:
|
Spiro
Sakiris |
|
Title: |
Chief
Financial Officer |
Exhibit 5.1
 |
ArentFox
Schiff LLP
1717
K Street NW
Washington,
DC 20006 |
|
202.857.6000 |
|
main |
|
202.857.6395 |
|
fax |
|
|
|
afslaw.com |
March
12, 2025
Intelligent
Bio Solutions Inc.
135
West, 41st Street, 5th Floor
New
York, NY 10036
Ladies
and Gentlemen:
We
have acted as counsel to Intelligent Bio Solutions Inc., a Delaware corporation (the “Company”), in connection with
the Registration Statement on Form S-3, Registration No. 333-264218 (as amended, the “Registration Statement”), filed
by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”). The Registration Statement, which was declared effective on April 20, 2022, relates
to the issuance and sale from time to time, pursuant to Rule 415 of the rules and regulations promulgated under the Securities Act, of,
among other securities, shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”). We have also acted as counsel to the Company in connection with the issuance, offer and sale
from time to time of up to an aggregate of $2,886,319.61 of Common Stock (the “Shares”), pursuant to the
At The Market Offering Agreement, dated September 18, 2024, by and between the Company and Ladenburg Thalmann & Co. Inc., as sales
agent (the “ATM Agreement”).
This
opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulations S-K under the Securities Act.
In
connection with our opinion, we have examined the Registration Statement, including the exhibits thereto, the ATM Agreement, and such
other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the
purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of
all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from
officers and other employees of the Company, public officials and other appropriate persons.
For
purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the
minimum price authorized by the Company’s board of directors prior to the date hereof, and that in the future the Company does
not issue shares of Common Stock, or reduce the total number of shares of Common Stock that the Company is authorized to issue under
its certificate of incorporation, such that the number of authorized but unissued shares of Common Stock under the Company’s certificate
of incorporation is less than the number of unissued Shares that may be issued for such minimum price.
Smart
In
Your World®
 |
Page 2 |
Based
on the foregoing and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized and
reserved for issuance and, when issued by the Company and delivered by the Company against payment therefor as contemplated by the ATM
Agreement and a Sales Notice or Terms Agreement (each as defined in the ATM Agreement), will be legally issued, fully paid and non-assessable.
The
foregoing opinions are limited to Delaware General Corporation Law and we express no opinion as to the laws of any other jurisdiction.
The
opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are
in effect on that date, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may
come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are
limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond
the opinions expressly set forth in this opinion letter.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K of the Company filed March 12, 2025,
and to the reference to us under the caption “Legal Matters” in the prospectus supplement with respect to the Shares and
under the caption “Legal Matters” in the prospectus contained in the Registration Statement. In giving this consent, we do
not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission promulgated thereunder.
Very
truly yours,
/s/
ArentFox Schiff, LLP
ArentFox
Schiff, LLP
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