Business Context and Reporting Period
Company: Intelligent Bio Solutions Inc. (INBS)
Filing Type: Form 8-K (Current Report)
Date of Report: November 25, 2025
Reporting Period: Event date November 25, 2025; Signed November 28, 2025
Business Context: The Company is an emerging growth company incorporated in Delaware, with principal executive offices in New York, NY. The filing reports an unregistered sale of equity securities.
Key Financial Metrics
This filing does not contain comprehensive financial statements, revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to a specific equity transaction:
- Shares Issued: 75,000 restricted shares of common stock ($0.01 par value).
- Counterparty: MDM Worldwide Solutions, Inc. (MDM).
- Consideration: Equity compensation for strategic communication advisory and consulting services.
- Cash Proceeds: $0 (No cash received).
Material Changes
The filing discloses a material change in the Company's capital structure through the issuance of unregistered equity. On November 25, 2025, the Board of Directors approved the issuance of 75,000 restricted shares to MDM. This issuance was made pursuant to an engagement letter effective September 11, 2025, and relied on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
Management Commentary: The issuance was executed to compensate MDM for services rendered under a consulting agreement. The filing does not provide forward-looking guidance, revenue outlook, or specific risk factors beyond the standard disclosure of the unregistered sale.
Unusual Items: The transaction represents a non-cash expense (equity compensation) which will impact the Company's financial statements upon valuation, though the specific fair value of the shares is not detailed in this text.
Investor Verification Checklist
- Verify the fair market value of the 75,000 shares issued to determine the total compensation expense recorded.
- Review the engagement letter dated September 11, 2025, to understand the scope and duration of services provided by MDM.
- Confirm the impact of this issuance on total outstanding shares and potential dilution to existing shareholders.
- Check subsequent filings for the valuation of the restricted shares and any vesting schedules applicable to MDM.