Business Context and Reporting Period
Company: Intelligent Bio Solutions Inc. (INBS)
Filing Type: Form 8-K (Current Report)
Date of Report: December 31, 2025
Event: Entry into a Material Definitive Agreement for a private placement offering (Offering) with two healthcare-focused institutional investors. The Offering closed on January 2, 2026.
Key Financial Metrics
- Gross Proceeds: Approximately $10.0 million (before deducting placement agent fees and offering expenses).
- Use of Proceeds: Working capital and general corporate purposes.
- Securities Issued at Closing: 105,000 shares of Common Stock and 2,193,850 Pre-Funded Warrants.
- Post-Closing Outstanding Shares: 1,216,142 shares of Common Stock.
- Placement Agent Fees: 8.0% cash fee on gross proceeds, 1.0% management fee on gross proceeds, 9.0% cash fee on cash exercise of warrants, plus expense reimbursement up to $145,000.
Note: The filing does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels.
Material Changes and Transaction Details
The Company entered into a Securities Purchase Agreement to sell a total of 2,298,850 units. Each unit consisted of:
- One share of Common Stock (or one Series L Pre-Funded Warrant).
- One Series K-1 Warrant to purchase one share of Common Stock.
- One Series K-2 Warrant to purchase one share of Common Stock.
Pricing Terms:
- Combined Purchase Price: $4.35 per unit.
- Pre-Funded Warrant Exercise Price: $0.01 per share.
- Series K-1 and K-2 Warrant Exercise Price: $4.10 per share.
- Warrant Term: Five years following the effectiveness of the resale registration statement.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to utilize the net proceeds for working capital and general corporate purposes. A resale registration statement is to be filed by January 10, 2026, with an expected effectiveness date no later than February 14, 2026.
Risks and Contingencies:
- Dilution: The issuance of shares and warrants may result in significant dilution to existing shareholders.
- Registration Timing: The ability of investors to resell shares depends on the timely effectiveness of the registration statement.
- Representations: The Purchase Agreement contains representations and warranties intended to allocate risk between parties and may not reflect current factual conditions or materiality standards for public investors.
Investor Verification Checklist
- Verify the final net proceeds after deducting the 9% total placement agent fees and the $145,000 expense cap.
- Confirm the exact date the resale registration statement is declared effective by the SEC (target: February 14, 2026).
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and ownership limitations.
- Monitor the Company's cash burn rate to assess the sufficiency of the $10.0 million gross proceeds for stated working capital needs.
- Check for any subsequent filings regarding the exercise of Pre-Funded Warrants into Common Stock.