UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39825

Intelligent Bio Solutions Inc.

(Exact name of Registrant as specified in its Charter)

Delaware		82-1512711
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Intelligent Bio Solutions Inc.,
142 West, 57^th Street, 11^thFloor, New York, NY		10019
(Address of principal executive offices)		(Zip Code)

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

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, par value $0.01 per share		INBS		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of February 7, 2024, there were 2,147,789 shares of the registrant’s Common Stock issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Loss	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

PART II.	OTHER INFORMATION	35
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

PART I. FINANCIAL INFORMATION

Intelligent Bio Solutions Inc.

Condensed Consolidated Balance Sheets


	December 31, 2023 (Unaudited)			June 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,119,004		$	1,537,244
Accounts receivable, net		262,834			293,861
Inventories, net		942,050			979,907
Research and development tax incentive receivable		289,167			498,758
Other current assets		331,601			552,791
Total current assets		2,944,656			3,862,561
Property and equipment, net		591,307			690,175
Operating lease right-of-use assets		432,728			546,475
Intangible assets, net		4,858,301			5,255,401
TOTAL ASSETS	$	8,826,992		$	10,354,612

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	1,763,007		$	2,610,028
Current portion of operating lease liabilities		250,751			223,447
Current portion of deferred grant income		2,431,900			2,338,057
Current employee benefit liabilities		366,893			358,942
Current portion of notes payable		370,535			353,211
Total current liabilities		5,183,086			5,883,685
Employee benefit liabilities, less current portion		29,993			24,902
Operating lease liabilities, less current portion		228,710			356,165
Notes payable, less current portion		230,969			402,862
Total liabilities		5,672,758			6,667,614
Commitments and contingencies (Note 13)

Shareholders’ equity:
Common stock, $0.01 par value, 100,000,000 shares authorized, 1,476,042 and 194,200 shares issued and outstanding at December 31, 2023 and June 30, 2023, respectively*		14,760			1,942
Treasury stock, at cost, 116 shares as of December 31, 2023 and June 30, 2023, respectively*		(1	)		(1	)
Additional paid-in capital		49,986,220			46,180,112
Accumulated deficit		(46,202,418	)		(41,807,573	)
Accumulated other comprehensive loss		(518,379	)		(575,496	)
Total consolidated Intelligent Bio Solutions Inc. equity		3,280,182			3,798,984
Non-controlling interest		(125,948	)		(111,986	)
Total shareholders’ equity		3,154,234			3,686,998
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	8,826,992		$	10,354,612

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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

Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Operations and Other Comprehensive Loss*

(Unaudited)


	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2022			2023			2022
Revenue	$	764,063		$	356,679		$	1,560,157		$	356,679
Cost of revenue (exclusive of amortization shown separately below)		(564,815	)		(112,635	)		(1,128,578	)		(112,635	)
Gross profit		199,248			244,044			431,579			244,044

Other income:
Government support income		153,204			269,625			263,075			580,945

Operating expenses:
Selling, general and administrative expenses		(1,705,044	)		(2,245,289	)		(4,162,104	)		(3,695,707	)
Development and regulatory approval expenses		(348,452	)		(1,191	)		(452,399	)		(80,465	)
Depreciation and amortization		(290,313	)		(398,156	)		(597,873	)		(398,156	)
Total operating expenses		(2,343,809	)		(2,644,636	)		(5,212,376	)		(4,174,328	)
Loss from operations		(1,991,357	)		(2,130,967	)		(4,517,722	)		(3,349,339	)

Other income (expense):
Interest expense		(32,468	)		(76,767	)		(69,916	)		(77,832	)
Realized foreign exchange loss		(555	)		(13,901	)		(555	)		(16,148	)
Fair value gain on revaluation of financial instrument		44,488			1,793,091			175,738			1,793,091
Interest income		3,509			1,473			3,648			9,079
Total other income		14,974			1,703,896			108,915			1,708,190
Net loss		(1,976,383	)		(427,071	)		(4,408,807	)		(1,641,149	)
Net loss attributable to non-controlling interest		(6,742	)		(6,471	)		(13,962	)		(12,256	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(1,969,641	)	$	(420,600	)	$	(4,394,845	)	$	(1,628,893	)

Other comprehensive income, net of tax:
Foreign currency translation gain	$	75,133		$	361,597		$	57,117		$	226,038
Total other comprehensive income		75,133			361,597			57,117			226,038
Comprehensive loss		(1,901,250	)		(65,474	)		(4,351,690	)		(1,415,111	)
Comprehensive loss attributable to non-controlling interest		(6,742	)		(6,471	)		(13,962	)		(12,256	)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.	$	(1,894,508	)	$	(59,003	)	$	(4,337,728	)	$	(1,402,855	)

Net loss per share, basic and diluted*	$	(2.07	)	$	(5.56	)	$	(7.68	)	$	(23.65	)
Weighted average shares outstanding, basic and diluted*		949,660			75,690			571,930			68,866

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity*

(Unaudited)

SEC Form 10-Q filed by GBS Inc.