UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.__)
Filed
by the Registrant ☒
Filed
by a party other than the Registrant ☐
Check
the appropriate box:
☒ |
Preliminary
Proxy Statement |
☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ |
Definitive
Proxy Statement |
☐ |
Definitive
Additional Materials |
☐ |
Soliciting
Material Pursuant to §240.14a-12 |
Intelligent
Bio Solutions Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ |
No
fee required. |
|
|
☐ |
Fee
paid previously with preliminary materials. |
|
|
☐ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
INTELLIGENT
BIO SOLUTIONS INC.
142
West, 57th Street, 11th Floor, New York, NY, 10019
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on November 17, 2023
To
the Stockholders of Intelligent Bio Solutions Inc.:
NOTICE
IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”)
of Intelligent Bio Solutions Inc. (the “Company”) will be held on November 17, 2023, at 3:30 p.m. Eastern Time. We have determined
that the Special Meeting will be held in a virtual meeting format via the Internet. There will not be a physical meeting location for
the Special Meeting.
The
live audio webcast of the Special Meeting will begin promptly at 3:30 p.m. Eastern Time. You should ensure that you have a strong
internet connection to participate in the Special Meeting, and you should allow plenty of time to login to ensure that you can hear the
streaming audio prior to the start of the Special Meeting. In order to attend the meeting virtually, you must first register at www.viewproxy.com/INBSSM/2023
by 11:59 p.m. Eastern Time on November 16, 2023. After registering, you will receive an e-mail containing a unique link and password
that will enable you to attend the meeting and vote at the meeting and at any adjournment or postponement thereof. If you encounter any
difficulties accessing the Special Meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com or you
can call 1-866-612-8937.
We
will mail our proxy statement, along with a proxy card, on or about October 20, 2023, to our stockholders of record as of the close of
business on September 28, 2023.
Stockholders
may submit questions for the Special Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual
meeting platform using your unique link and password, typing your question into the “Questions/Chat Pane” field, and clicking
“Submit.” Please submit any questions before the start time of the meeting.
The
Special Meeting will be held for the following purposes, as described in the accompanying proxy statement:
1.
To approve, as contemplated by Nasdaq Listing Rules 5635(c) and (d), the issuance of up
to 16,727,272 shares of the Company’s common stock, par value $0.01 per share (the
“common stock”) upon the exercise of Series E Warrants and Series F Warrants of the Company issued by the Company in a
public offering that closed on October 4, 2023. We refer to this proposal as the “Warrant
Exercise Proposal” or “Proposal 1.”
2.
To ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending
June 30, 2024. We refer to this as the “Auditor Ratification Proposal” or “Proposal 2.”
3.
To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant
Exercise Proposal. We refer to this as the “Adjournment Proposal” or “Proposal 3.”
Only
stockholders of record of the Company at the close of business on September 28, 2023, are entitled to notice of, and to vote at, the
Special Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of
any stockholder of record at the Company’s principal executive offices located at Intelligent Bio Solutions Inc., 142 West, 57th
Street, 11th Floor New York, NY 10019 for a period of ten days prior to the Special Meeting. The Special Meeting may be adjourned or
postponed from time to time without notice other than by announcement at the meeting.
YOUR
VOTE IS IMPORTANT. Please read the proxy statement and the instructions on the proxy card and then, whether or not you plan to attend
the Special Meeting, and no matter how many shares you own, please submit your votes and proxy promptly via the Internet, by phone, or
by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting at the Special Meeting.
It will, however, help to assure a quorum and to avoid added proxy solicitation costs. You may revoke your proxy at any time before the
vote is taken.
We
appreciate your continued confidence in our Company and look forward to having you join us at 3:30 p.m. on November 17, 2023.
|
By
Order of the Board of Directors, |
|
|
|
|
|
Harry
Simeonidis |
October
___, 2023 |
President
and Chief Executive Officer |
Important
Notice Regarding the Availability of Proxy Materials
for
the Stockholder Meeting to be Held on November 17, 2023.
Electronic
copies of the Notice of Special Stockholder Meeting and our Proxy Statement are available online at www.viewproxy.com/INBSSM/2023.
INTELLIGENT
BIO SOLUTIONS INC.
Table
of Contents
INTELLIGENT
BIO SOLUTIONS INC.
142
West, 57th Street, 11th Floor, New York, NY, 10019
PROXY
STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
To
Be Held on November 17, 2023
INFORMATION
ABOUT THE SPECIAL MEETING AND VOTING
WHY
DID YOU SEND ME THIS PROXY STATEMENT?
This
proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the Board of Directors (the
“Board”) of Intelligent Bio Solutions Inc. (the “Company,” “we,” or “our”), for use at
the special meeting of the Company’s stockholders (the “Special Meeting”), to be held on November 17, 2023, at 3:30
p.m. Eastern Time, and at any adjournments or postponements thereof. We have determined that the Special Meeting will be held in a virtual
meeting format via the Internet. There will not be a physical meeting location for the Special Meeting.
This
proxy statement summarizes the information you need to make an informed vote on the proposals to be considered at the Special Meeting.
We recommend that you submit your proxy even if you plan to attend the Special Meeting. If you vote by proxy, you may change your vote
by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.
We
will mail our proxy statement, along with a proxy card, on or about October 20, 2023, to our stockholders of record as of the close of
business on September 28, 2023 (the “Record Date”).
WHAT
PROPOSALS WILL BE ADDRESSED AT THE SPECIAL MEETING?
We
will address the following proposals at the Special Meeting:
1.
To approve, as contemplated by Nasdaq Listing Rules 5635(c) and (d), the issuance of up to
16,727,272 shares of the Company’s common stock, par value $0.01 per share (the “common
stock”) upon the exercise of Series E Warrants and Series F Warrants of the Company (the “Warrants”) issued by the
Company in a public offering that closed on October 4, 2023. We refer to this proposal as the “Warrant
Exercise Proposal” or “Proposal 1.”
2.
To ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending
June 30, 2024. We refer to this as the “Auditor Ratification Proposal” or “Proposal 2.”
3.
To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant
Exercise Proposal. We refer to this as the “Adjournment Proposal” or “Proposal 3.”
WHO
MAY VOTE ON THESE PROPOSALS?
Stockholders
who owned shares of our common stock at the close of business on September 28, 2023, the Record Date, are entitled to vote at the Special
Meeting on all matters properly brought before the Special Meeting. On the Record Date, we had 2,330,399 shares of issued and outstanding
common stock entitled to vote at the Special Meeting.
If
on the Record Date your common shares are registered directly in your name with our transfer agent, Continental Stock Transfer and Trust
Company (“Continental”), then you are a stockholder of record.
If
on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar
organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you
by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the
Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your
account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your
shares at the Special Meeting unless you request and obtain a valid legal proxy from your broker or other agent and submit it to Alliance
Advisors, LLC (“Alliance Advisors”), our proxy solicitor, no later than 72 hours prior to the meeting. Your legal proxy should
be sent to VirtualMeeting@viewproxy.com. Alliance Advisors will then issue you a valid control number to join the meeting.
Under
the rules of the New York Stock Exchange that govern how brokers may vote shares for which they have not received voting instructions
from the beneficial owner, brokers are permitted to exercise discretionary voting authority only on “routine” matters when
voting instructions have not been timely received from a beneficial owner. Broker non-votes occur when shares are held indirectly through
a broker, bank or other intermediary on behalf of a beneficial owner (referred to as held in “street name”), and the broker
submits a proxy but does not vote for a matter because the broker has not received voting instructions from the beneficial owner, and
(i) the broker does not have discretionary voting authority on the matter because the matter is “non-routine” or (ii) the
broker chooses not to vote on a matter for which it has discretionary voting authority. As Proposals 1 and 3 are considered “non-routine”
matters, your broker does not have discretionary authority to vote your shares with respect to Proposals 1 and 3.
Broker
non-votes are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved that
proposal, but will be counted in determining whether there is a quorum present.
WHO
MAY ATTEND THE SPECIAL MEETING?
Our
Board has fixed the close of business on the Record Date (September 28, 2023) as the date for a determination of stockholders of Company
common stock entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. Set forth below is
a summary of the information you need to attend the virtual Special Meeting.
HOW
DO I ACCESS THE VIRTUAL SPECIAL MEETING?
The
live audio webcast of the Special Meeting will begin promptly at 3:30 p.m. Eastern Time on November 17, 2023. Online access to the audio
webcast will open 15 minutes prior to the start of the Special Meeting to allow time for you to log-in and test your device’s audio
system.
You
should ensure that you have a strong internet connection to participate in the Special Meeting, and you should allow plenty of time to
login to ensure that you can hear the streaming audio prior to the start of the Special Meeting. In order to attend the meeting virtually,
you must first register at www.viewproxy.com/INBSSM/2023 by 11:59 p.m. Eastern Time on November 16, 2023. After registering, you
will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote at the meeting and at
any adjournment or postponement thereof. If you encounter any difficulties accessing the Special Meeting live audio webcast during the
meeting time, please email VirtualMeeting@viewproxy.com or you can call 1-866-612-8937.
WILL
I BE ABLE TO ASK QUESTIONS AND HAVE THESE QUESTIONS ANSWERED DURING THE VIRTUAL SPECIAL MEETING?
Stockholders
may submit questions for the Special Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual
meeting platform using your unique link and password, typing your question into the “Questions/Chat Pane” field, and clicking
“Submit.” Please submit any questions before the start time of the meeting.
Appropriate
questions related to the business of the Special Meeting (the proposals being voted on) will be answered during the Special Meeting,
subject to time constraints. Any such questions that cannot be answered during the Special Meeting due to time constraints will be answered
directly with the stockholder as soon as possible after the Special Meeting has completed. Additional information regarding the ability
of stockholder to ask questions during the Special Meeting will be available on the virtual meeting platform available at the web address
above.
WHAT
HAPPENS IF THERE ARE TECHNICAL DIFFICULTIES DURING THE SPECIAL MEETING?
Beginning
15 minutes prior to, and during, the Special Meeting, we will have technicians ready to assist you with any technical difficulties you
may have accessing the virtual Special Meeting, voting at the Special Meeting or submitting questions at the Special Meeting. If you
encounter any difficulties accessing the special meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com
or you can call 1-866-612-8937.
HOW
MANY VOTES DO I HAVE
Each
share of common stock is entitled to one vote on each matter presented at the Special Meeting. Cumulative voting is not permitted. Holders
of our preferred stock are not entitled to vote on any matters presented at the Special Meeting.
HOW
DO I VOTE?
If
you are a “stockholder of record,” meaning you have a stock certificate or hold your shares in an account with our transfer
agent, Continental, we are sending these proxy materials directly to you. As the stockholder of record, you have the right to direct
the voting of your shares by voting over the Internet, by telephone, by returning your proxy or by voting in person during the Special
Meeting.
Over
the Internet at the Meeting: In order vote at the Special Meeting, you must first register at www.viewproxy.com/INBSSM/2023 by 11:59 p.m.
Eastern Time on November 16, 2023. After registering, you will receive an e-mail containing a unique link and password that will enable
you to attend the meeting and vote at the meeting and at any adjournment or postponement thereof.
Over
the Internet Prior to the Meeting: If you are a stockholder of record, you can also vote your shares prior to the Special Meeting
by visiting www.FCRvote.com/INBSSM and entering the 11-digit control number included on your proxy card. Please see the registration
instructions above for voting “Over the Internet at the Meeting.” If you vote over the Internet, you do not need to
complete and mail your proxy card or vote your proxy by telephone. You must submit your Internet proxy prior to the deadline specified
on your proxy card for your proxy to be valid and your vote to count.
By
Telephone: To vote by telephone, please call 1-866-402-3905, and follow the instructions provided on the proxy card. If you vote
by telephone, you do not need to complete and mail your proxy card or vote your proxy over the Internet. You must submit your telephonic
proxy prior to the deadline specified on your proxy card for your proxy to be valid and your vote to count.
By
Mail: To vote by mail, you must complete, sign and date the proxy card and then mail the proxy card in accordance with the instructions
on the proxy card. If you vote by mail, you do not need to vote your proxy over the Internet or by telephone. Proxy cards submitted by
mail must be received by the time of the Special Meeting in order for your shares to be voted. If you return your proxy card but do not
specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of the Board.
If
your shares are held in “street name,” meaning your shares are held in an account at a bank or at a brokerage firm or
other nominee holder, these proxy materials are being forwarded to you by your bank, broker or other nominee who is considered the stockholder
of record for purposes of voting at the Special Meeting. As the beneficial owner, you have the right to direct your bank, broker or other
nominee on how to vote your shares and to participate in the Special Meeting. You should receive a proxy card and voting instructions
with these proxy materials from that organization rather than from us. You will receive instructions from your bank, broker or other
nominee explaining how you can vote your shares, whether they permit Internet or telephone voting, and what the deadlines for voting
are. Follow the instructions from your bank, broker or other nominee included with these proxy materials, or contact your bank, broker
or other nominee to request a proxy form. We encourage you to provide voting instructions to your bank, broker or other nominee by giving
your proxy to them. This ensures that your shares will be voted at the Special Meeting according to your instructions.
WHY
WOULD THE SPECIAL MEETING BE POSTPONED?
The
Special Meeting will be postponed if a quorum is not present at the meeting on November 17, 2023. The presence in person or by proxy
at the Special Meeting of not less than one-third (1/3) of the capital stock issued and outstanding and entitled to vote thereat (as
of the Record Date) will constitute a quorum and is required to transact business at the Special Meeting. If a quorum is not present,
the Special Meeting may be adjourned until a quorum is obtained.
Abstentions
and broker non-votes are treated as shares present or represented at the meeting but are not counted as votes cast. Shares held by brokers
who do not have discretionary authority to vote on a particular matter and who have not received voting instructions from their customers
are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved that matter,
but they are counted as present for the purposes of determining the existence of a quorum at the Special Meeting.
HOW
DOES THE BOARD RECOMMEND I VOTE ON THE PROPOSALS AND HOW DO I VOTE BY PROXY?
Whether
you plan to attend the Special Meeting or not, we urge you to submit your proxy to vote. If you vote by proxy, you may change your vote
by submitting a later dated proxy before the deadline or by voting electronically at the Special Meeting.
If
you properly fill in your proxy card and send it to us in time to vote, your proxy (one of the individuals named on your proxy card)
will vote your shares as you have directed. If you sign the proxy card but do not make specific choices, your proxy will vote your shares
as recommended by the Board as follows:
1. |
“FOR”
approval, for purposes of complying with Nasdaq Listing Rules 5635(c) and (d), of the issuance of
up to 16,727,272 shares of the Company’s common stock upon the exercise of the Warrants
issued by the Company in a public offering that closed on October 4, 2023; |
|
|
2. |
“FOR”
ratification of the appointment of UHY LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2024. |
|
|
3. |
“FOR”
authorization of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes
in favor of Proposal 1. |
|
|
4. |
In
their discretion, upon such other matters as may property come before the meeting. |
If
any other matters are presented, your proxy will vote in accordance with his or her best judgment. At the time this proxy statement was
printed, we knew of no matters that needed to be acted on at the Special Meeting other than those discussed in this proxy statement.
MAY
I REVOKE MY PROXY?
If
you give a proxy, you may revoke it at any time before it is exercised. You may revoke your proxy in three ways:
1.
You may send in another proxy with a later date.
2.
You may notify us in writing (or if the stockholder is a corporation, under its corporate seal, by an officer or attorney of the corporation)
at our principal executive offices before the Special Meeting that you are revoking your proxy.
3.
You may vote in person (which would include presence at the virtual meeting) at the Special Meeting.
WHAT
VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
Proposal
1 – Approval of the Warrant Exercise Proposal
The
approval of Proposal 1 requires the affirmative vote of the holders of a majority of the shares
of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote on this proposal. Broker non-votes
will not be taken into account in determining the outcome of this proposal and abstentions will be counted as votes against this proposal.
Proposal
2 - Ratification of the Appointment of Independent Registered Public Accounting Firm.
The
approval of Proposal 2 requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on
the matter. As Proposal 2 is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting
instructions from the beneficial owner, broker non-votes are unlikely to result from Proposal 2. Abstentions will be counted as votes
against the proposal.
Proposal
3 - Authorization of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes
in favor of Proposal 1.
The
approval of Proposal 3 requires the affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled
to vote on the matter. Broker non-votes will not be taken into account in determining the outcome of this proposal and abstentions will
be counted as votes against this proposal.
ARE
THERE ANY RIGHTS OF APPRAISAL?
The
Board of Directors is not proposing any action for which the laws of the State of Delaware, our certificate of incorporation or our bylaws
provide a right of a stockholder to obtain appraisal of or payment for such stockholder’s shares.
WHO
BEARS THE COST OF SOLICITING PROXIES?
We
will pay for the entire cost of soliciting proxies. In addition to solicitation by mail, members of our Board, our executive officers
and certain of our employees may, without additional compensation, solicit proxies by mail, in person, by telephone or other electronic
means or by means of press release or other public statements. We have engaged Alliance Advisors to assist in the solicitation of proxies
and provide related advice and informational support, for a services fee, plus customary disbursements, which are not expected to exceed
$40,000 in total.
We
may also reimburse brokerage firms, banks and other agents for the cost of forwarding our proxy materials to beneficial owners.
WHERE
ARE THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES?
The
principal executive offices of the Company are located at Intelligent Bio Solutions Inc., 142 West, 57th Street, 11th
Floor New York, NY 10019 and our telephone number is (646) 828-8258.
HOW
CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY?
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which
requires that we file reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”).
The SEC maintains a website that contains reports, proxy and information statements and other information regarding companies, including
the Company, that file electronically with the SEC. The SEC’s website address is www.sec.gov. In addition, our filings may be inspected
and copied at the public reference facilities of the SEC located at 100 F Street, N.E. Washington, DC 20549.
PROPOSAL
1
APPROVAL
OF THE ISSUANCE OF UP TO 16,727,272 SHARES OF COMMON STOCK UPON
THE
EXERCISE OF THE WARRANTS
We
are asking stockholders to approve the issuance of shares of our common stock upon the exercise of Series E Warrants and Series F Warrants
(together, the “Warrants”) issued in our registered underwritten public offering that closed on October 4, 2023 (the “Public
Offering”), as contemplated by Nasdaq Listing Rules 5635(c) and (d), as described in more detail below.
Under
the terms of that certain Underwriting Agreement (defined below) we are required to hold a meeting of our stockholders in order to seek
such approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (“Nasdaq”) from the
shareholders of the Company to permit the exercise of the Warrants (“Warrant Stockholder Approval”). This proposal is included
in this proxy statement for purposes of seeking the Warrant Stockholder Approval. The Warrants will be exercisable beginning on the effective
date of the Warrant Stockholder Approval.
On
October 2, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co.
Inc., as representative (the “Representative”) of the underwriters named in Schedule I thereto (collectively, the “Underwriters”),
pursuant to which the Company agreed to issue and sell, in the Public Offering: (a) 1,544,004 Class A Units, with each Class A Unit consisting
of one share of common stock, one warrant to purchase one share of common stock that will expire on the five-and-a-half-year anniversary
of the original issuance date (the “Series E Warrants”), and one warrant to purchase one share of common stock that will
expire on the one-and-a-half-year anniversary of the original issuance date (the “Series F Warrants”) at a public offering
price of $0.55 per Class A Unit (the “Class A Units”); and (b) 5,728,723 Class B Units, with each Class B Unit consisting
of one share of our Series E Convertible Preferred Stock (which is initially convertible into common stock on a one-for-one basis) (the
“Series E Preferred Stock”), one Series E Warrant and one Series F Warrant at a public offering price of $0.55 per Class
B Unit (the “Class B Units”).
Pursuant
to the Underwriting Agreement, the Company also granted the Underwriters a 45-day option (the “Overallotment Option”) to
purchase up to 1,090,909 additional shares of common stock, and/or Series E Warrants to purchase up to 1,090,909 additional shares of
common stock, and/or Series F Warrants to purchase up to 1,090,909 additional shares of common stock. The Representative partially exercised
the Overallotment Option on October 2, 2023, and purchased 688,217 additional shares of common stock, Series E Warrants to purchase an
additional 688,217 shares of common stock, and Series F Warrants to purchase an additional 688,217 shares of common stock.
On
October 4, 2023, the Public Offering closed and the Company issued and sold: (i) 2,232,221 shares of common stock (which includes 688,217
shares of common stock sold pursuant to the partial exercise of the Overallotment Option), (ii) 5,728,723 shares of Series E Preferred
Stock, (iii) Series E Warrants to purchase 7,960,944 shares of common stock (which includes Series E Warrants to purchase 688,217 shares
sold pursuant to the partial exercise of the Overallotment Option), and (iv) Series F Warrants to purchase 7,960,944 shares of common
stock (which includes Series F Warrants to purchase 688,217 shares sold pursuant to the partial exercise of the Overallotment Option).
The net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated offering expenses payable by
the Company, were approximately $3.35 million.
Description
of Warrants
The
Series E Warrants and Series F Warrants both have an exercise price of $0.55 per share. Under the one-time reset provision of the Series
E Warrants, the exercise price of the Series E Warrants will reset to a price equal to the lesser of (i) the then exercise price and
(ii) 90% of the five-day volume weighted average price for the five trading days immediately following the date the Company effects a
reverse stock split. Under the alternate cashless exercise option of the Series F Warrants, the holder of the Series F Warrant (beginning
on the date the Warrant Stockholder Approval is effective), has the right to receive an aggregate number of shares of common stock on
a one-for-one basis (subject to adjustment). The exercise price of the Warrants and number of shares of common stock issuable upon exercise
of the Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events
affecting our shares of common stock and the exercise price.
The
Series E Warrants will expire on the five-and-a-half-year anniversary of the original issuance date, and the Series F Warrants will expire
on the one-and-a-half-year anniversary of the original issuance date. The Warrants are not exercisable without first obtaining the Warrant
Stockholder Approval. The Warrants will be exercisable beginning on the effective date of the Warrant Stockholder Approval. In the event
that we are unable to obtain the Warrant Stockholder Approval, the Warrants will not be exercisable and therefore have no value.
Following
effectiveness of the Warrant Stockholder Approval (if obtained), the Warrants will be exercisable, at the option of the holder, in whole
or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of common stock
purchased upon such exercise (except in the case of a cashless exercise, as discussed above (in connection with the alternate cashless
exercise option) and below (in the event we don’t have an effective registration statement registering the issuance of the shares
of common stock underlying the Warrants)). A holder (together with its affiliates) may not exercise any portion of the Series E Warrants
to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding shares of common
stock immediately after exercise. However, upon notice from the holder to us, the holder may decrease or increase the holder’s
beneficial ownership limitation, which may not exceed 9.99% of the number of outstanding shares of common stock immediately after giving
effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increase
in the beneficial ownership limitation will not take effect until 61 days following notice to us. Purchasers in the Public Offering also
had the right to elect, prior to the issuance of the Warrants, to have the initial exercise limitation set at 9.99% of our outstanding
shares of common stock. No fractional shares will be issued in connection with the exercise of a Warrant. In lieu of fractional shares,
we will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next
whole share.
If
at the time a holder exercises its Warrants, a registration statement registering the issuance of the shares of common stock underlying
the Warrants under the Securities Act is not then effective or available and an exemption from registration under the Securities Act
is not available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon
such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole
or in part) the net number of shares of common stock determined according to a formula set forth in the Warrants.
Subject
to applicable laws, the Warrants may be transferred at the option of the holder upon surrender of the Warrant to us together with the
appropriate instruments of transfer.
There
is no trading market available for the Warrants on any securities exchange or nationally recognized trading system. We do not intend
to list the Warrants on any securities exchange or nationally recognized trading system.
Except
as otherwise provided in the Warrants or by virtue of such holder’s ownership of our shares of common stock, the holders of the
Warrants do not have the rights or privileges of holders of our shares of common stock, including any voting rights, until the Warrant
Stockholder Approval is obtained and the holder exercises their Warrants.
In
the event of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or
reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties
or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding shares of common
stock, or any person or group becoming the beneficial owner of more than 50% of the voting power represented by our outstanding shares
of common stock, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities,
cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction.
Additionally, as more fully described in the Warrants, in the event of certain fundamental transactions, the holders of the Warrants
will be entitled to receive consideration in an amount equal to the Black Scholes value of the Warrants on the date of consummation of
the transaction.
Purpose
of the Warrant Exercise Proposal
Our
common stock is listed on The Nasdaq Capital Market and trades under the ticker symbol “INBS.” Nasdaq Listing Rule 5635(d)
requires stockholder approval of transactions other than public offerings of greater than 20% of the outstanding common stock or voting
power of the issuer prior to the offering. In determining whether an offering qualifies as a public offering, Nasdaq considers all relevant
factors, including the extent of any discount to market price. In determining discount, Nasdaq generally attributes a value of $0.125
for each warrant offered with a share of common stock, which value is generally deemed to be a discount. In order to ensure that the
Public Offering qualified as a public offering under Rule 5635 due to the value attributable to the Warrants, the Warrants provide that
they may not be exercised — and therefore have no value — until stockholder approval of their
exercise is obtained. This proposal is included in this proxy statement for purposes of seeking this approval. Additionally,
we are seeking stockholder approval pursuant to Rule 5635(c). Discounted issuances of common stock to officers, directors,
employees or consultants require stockholder approval pursuant to Rule 5635(c), unless the securities are sold in a public distribution.
While we believe the securities were sold in a public offering, as that term is construed by Nasdaq, we are requesting stockholder approval
in a surfeit of caution to assure continued compliance with the Nasdaq Listing Rules if it is ultimately determined that the Public Offering
was not a public distribution for purposes of the Nasdaq Listing Rules.
Potential
Consequences if the Warrant Exercise Proposal is Not Approved
The
Board is not seeking the approval of our stockholders to authorize our entry into the Underwriting Agreement, as the Public Offering
has already been completed and the Class A and Class B Units, including the Warrants, have already been issued. We are only asking for
approval to issue the shares underlying the Warrants.
The
failure of our stockholders to approve this Proposal No. 1 will mean that: (i) we cannot permit the exercise of the Warrants, and (ii)
may incur substantially costs and expenses.
●
If the Warrants cannot be exercised, we will not receive any such proceeds, which could adversely impact our ability to fund our operations
and advance the clinical trials for our product candidates. Each Warrant has an initial exercise price of $0.55 per share, and we would
realize an aggregate of approximately $8,757,038 in gross proceeds if all the Warrants sold in the Public Offering and outstanding as
of the closing of the Public Offering on October 4, 2023, are exercised based on such value (assuming no adjustments and no further exercise
of the Overallotment Option). If holders of the Series F Warrants exercise the Series F Warrants utilizing the alternate cashless exercise
option described above, which is likely the case, we will not receive any proceeds from the exercise of such warrants and will only receive
proceeds from the exercise of the Series E Warrants. If we only receive proceeds from the exercise of Series E Warrants outstanding as
of the closing of the Public Offering on October 4, 2023, we will only receive an aggregate of approximately $4,378,519 in gross proceeds
(assuming no adjustments and no further exercise of the Overallotment Option). We will not receive any proceeds from the cashless exercise
of Warrants, which is permitted for both the Series E and Series F Warrants, in the event we don’t have an effective registration
statement registering the issuance of the shares of common stock underlying the Warrants.
●
In connection with the Public Offering and the issuance of Warrants, we agreed to seek stockholder approval every 45 days until
our shareholders approve the issuance of the shares underlying the Warrants. We are required to seek such approval until such time as
none of the Warrants are outstanding which could result in us seeking such approval every 45 days for five-and-a-half years. The costs
and expenses associated with seeking such approval could adversely impact our ability to fund our operations.
Potential
Adverse Effects of the Approval of the Warrant Exercise Proposal
If
this Proposal No. 1 is approved, existing stockholders will suffer dilution in their ownership interests in the future as a result of
the potential issuance of shares of common stock upon exercise of the Warrants. Assuming the full exercise of the Warrants that are outstanding
as of October 6, 2023, an aggregate of approximately 15,921,888 additional shares of common stock will be outstanding and the ownership
interest of our existing stockholders would be correspondingly reduced. If the Underwriters exercise the remaining portion of the Overallotment
Option that has not been exercised, an additional 805,384 shares (for an aggregate of approximately 16,727,272 additional shares) of
common stock will be outstanding and the ownership interest of our existing stockholders would be correspondingly reduced. The number
of shares of common stock described above does not give effect to (i) the issuance of shares of common stock pursuant to other outstanding
options and warrants, (ii) any other future issuances of our common stock, or (iii) appropriate adjustment in the event of rounding,
stock dividends, stock splits, reorganizations or similar events affecting our shares of common stock. The sale into the public market
of these shares also could materially and adversely affect the market price of our common stock.
Interests
of Certain Persons
Other
than Christopher Towers (a member of our Board) and Spiro Sakiris (our Chief Financial Officer), none of our directors and executive
officers have substantial interests, directly or indirectly, in the matters set forth in this Proposal 1 except to the extent of their
ownership of shares of our common stock and common stock underlying other convertible securities. With respect to Messrs. Towers and
Sakiris, they participated in the Public Offering and Mr. Towers holds (i) 9,090 Series E Warrants and (ii) 9,090 Series F Warrants,
and Mr. Sakiris holds (i) 112,727 Series E Warrants and (ii) 112,727 Series F Warrants.
Pursuant
to the Underwriting Agreement, our officers, directors and certain stockholders entered into voting agreements whereby they have each
agreed to vote all shares of common stock over which they have voting control to approve (i) the issuance of the underlying shares of
common stock upon exercise of the Warrants and (ii) additional proposals that may be required by the rules of the Nasdaq Capital Market
relating to the Warrants.
Vote
Required
Approval
of this Proposal 1 requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or
represented by proxy at the Special Meeting and entitled to vote on this proposal. Broker non-votes will not be taken into account in
determining the outcome of this proposal and abstentions will be counted as votes against this proposal.
Board
Recommendation
The
Board of Directors unanimously recommends that stockholders vote “FOR” the approval, for purposes of complying with
Nasdaq Listing Rules 5635(c) and (d), of the issuance of up to 16,727,272 shares of
the Company’s common stock upon the exercise of Series E Warrants and Series F Warrants issued
by the Company in a public offering that closed on October 4, 2023.
PROPOSAL
2 - RATIFICATION OF THE APPOINTMENT OF UHY LLP
AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our
Audit Committee of the Board (the “Audit Committee”) has selected UHY LLP (“UHY”) as our independent registered
public accounting firm to audit our financial statements for the fiscal year ending June 30, 2024. Our stockholders are being asked to
ratify this appointment. In the event that ratification of this selection of auditors is not approved by the stockholders, we will reassess
our selection of auditors. Representatives of UHY are expected to be present at the Special Meeting, will be available to respond to
appropriate questions, and will have the opportunity to make a statement at the Special Meeting.
BDO
Audit Pty Ltd. (“BDO”) was our independent registered public accounting firm from July 1, 2022, to June 28, 2023. As described
below under the section entitled “Change in Accounting Firm,” BDO resigned as the Company’s independent registered
public accounting firm effective June 29, 2023, and on June 29, 2023, the Audit Committee approved the appointment of UHY as the Company’s
independent registered public accounting firm for the year ending June 30, 2023.
Principal
Accountant Fees and Services
The
following table presents the aggregate fees billed for professional services rendered to us by UHY and BDO for our fiscal years ended
June 30, 2023, and 2022:
| |
June 30, 2023 | | |
June 30, 2022 | |
Audit Fees(1) | |
| 514,421 | | |
| 210,128 | |
Audit-Related Fees(2) | |
| - | | |
| - | |
Tax Fees(3) | |
| 14,573 | | |
| 9,073 | |
All Other Fees(4) | |
| 10,101 | | |
| 31,211 | |
Total Fees | |
| 539,095 | | |
| 250,412 | |
(1) |
Audit
fees relate to professional services rendered in connection with the audit of annual financial statements, quarterly review of financial
statements, and audit services provided in connection with other statutory and regulatory filings. Of the total audit fees $514,421
for year ended June 30, 2023, $200,000 relates to fees paid to UHY and the balance $314,421 to BDO. |
|
|
(2) |
Audit-related
fees relate to professional services that are reasonably related to the performance of the audit or review of financial statements. |
|
|
(3) |
Tax
fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits,
as well as for tax consulting and planning services. Tax fees $14,573 for year ended June 30, 2023, relates to amount paid to BDO. |
|
|
(4) |
All
other fees relate to professional services not included in the categories above, including services related to other regulatory reporting
requirements. All other fees $10,101 for year ended June 30, 2023, relates to amount paid to BDO. |
The
Audit Committee has determined that the rendering of services other than audit services by BDO and UHY is compatible with maintaining
the principal accountant’s independence.
Pre-Approval
Policies and Procedures
The
Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent
registered public accounting firm. The Audit Committee generally pre-approves specified services in the defined categories of audit services,
audit-related services, and tax services. Pre-approval may also be given as part of the Audit Committee’s approval of the scope
of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged
to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the
decision must be reported to the full Audit Committee at its next scheduled meeting.
Change
in Accounting Firm
On
June 29, 2023, the Audit Committee determined it to be in the best interests of the Company and its stockholders to appoint an independent
registered public accounting firm based in the United States. In connection with this determination, on June 29, 2023, BDO resigned as
the Company’s independent registered public accounting firm effective June 29, 2023.
BDO’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2022, and June 30,
2021, did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope,
or accounting principles, except that BDO’s report on the Company’s consolidated financial statements as of and for the year
ended June 30, 2022, did contain a separate paragraph relating to the Company’s ability to continue as a going concern.
During
the Company’s fiscal years ended June 30, 2022 and June 30, 2021, and the subsequent interim period through June 29, 2023, the
date of BDO’s resignation, there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304 of Regulation S-K) with BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the
subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such year. The Company’s
management has authorized BDO to respond fully to the inquiries of the new independent registered public accounting firm regarding all
matters.
The
Company provided BDO with a copy of the disclosures contained in the Company’s Current Report on Form 8-K filed on July 3, 2023,
and requested BDO furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees
with the disclosures. A copy of BDO’s letter, dated July 3, 2023, is filed as Exhibit 16.1 to the Company’s Current Report
on Form 8-K filed with the SEC on July 3, 2023.
On
June 29, 2023, the Audit Committee approved the appointment of UHY as the Company’s independent registered public accounting firm
for the year ending June 30, 2023. In deciding to appoint UHY, the Audit Committee reviewed auditor independence and existing commercial
relationships with UHY and concluded that UHY has no commercial relationship with the Company that would impair its independence.
During
the Company’s two most recent fiscal years ended June 30, 2022 and June 30, 2021, and through June 29, 2023, neither the Company
nor anyone on their behalf consulted with UHY with respect to either (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither
a written report nor oral advice was provided to the Company that UHY concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial reporting issue, except in connection with the Intelligent Fingerprinting
Limited transaction described below; (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K). UHY Haines Norton, an independent member firm of UHY International, has rendered an audit opinion on Intelligent Fingerprinting
Limited as of and for the years ending December 30, 2020, and 2021, which was acquired by the Company in October 2022.
Vote
Required
The
approval of Proposal 2 requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote on
the matter. As Proposal 2 is a routine proposal on which a broker or other nominee is generally empowered to vote in the absence of voting
instructions from the beneficial owner, broker non-votes are unlikely to result from Proposal 2. Abstentions will be counted as votes
against the proposal.
Board
Recommendation
The
Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of UHY LLP as
our independent registered public accounting firm for the fiscal year ending June 30, 2024.
PROPOSAL
3
AUTHORIZATION
TO ADJOURN THE SPECIAL MEETING,
IF
NECESSARY, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1
If
the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 1, one or more of our
proxy holders may move to adjourn the Special Meeting at that time in order to enable our Board to solicit additional proxies.
In
this proposal, we are asking our stockholders to authorize one or more of our proxy holders to adjourn the Special Meeting to another
time and place, if necessary, to solicit additional proxies in the event that there are not sufficient votes to approve Proposal 1. If
our stockholders approve this proposal, one or more of our proxy holders can adjourn the Special Meeting and any adjourned session of
the Special Meeting to allow for additional time to solicit additional proxies, including the solicitation of proxies from our stockholders
that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing
a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting without a vote on such proposal and seek to convince
our stockholders to change their votes in favor of such proposal.
If
it is necessary to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other
than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is
adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any
business which might have been transacted at the original meeting.
Vote
Required
The
approval of this Proposal 3 requires the affirmative vote of a majority of the shares of common stock present in person or by proxy and
entitled to vote on the matter. Broker non-votes will not be taken into account in determining the outcome of this proposal and abstentions
will be counted as votes against this proposal.
Board
Recommendation
The
Board of Directors unanimously recommends that stockholders vote “FOR” authorization of an adjournment of the Special Meeting
(this Proposal 3), if necessary, to solicit additional proxies in favor of Proposal 1.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the ownership of our common stock as of October 6, 2023, by: (i) each director;
(ii) each of our named executive officers; (iii) all executive officers and directors of the Company as a group; and (iv) all those known
by us to be beneficial owners of more than five percent of our common stock.
This
table is based upon information supplied by officers and directors as well as Schedules 13D or 13G filed with the SEC by beneficial owners
of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property
laws, where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect
to the shares indicated as beneficially owned.
Applicable
percentages are based on 4,562,620 shares of our common stock outstanding on October 6, 2023. Beneficial ownership is determined in accordance
with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting
power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise
of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within
60 days of September 28, 2023. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment
power with respect to all shares shown as beneficially owned by them. Except as otherwise set forth below, the address of the beneficial
owner is c/o Intelligent Bio Solutions Inc., 142 West, 57th Street, 11th Floor, New York, NY 10019.
Name of Beneficial Owner | |
Shares of Common Stock Beneficially Owned | | |
Percent of Common Stock Beneficially Owned+ | |
Executive officers and directors: | |
| | | |
| | |
Dr. Steven Boyages(1) | |
| 3,750 | | |
| * | |
Lawrence Fisher(2) | |
| 750 | | |
| * | |
Jonathan S. Hurd(3) | |
| 750 | | |
| * | |
Jason Isenberg | |
| 0 | | |
| * | |
David Jenkins | |
| 0 | | |
| * | |
Spiro Sakiris(4) | |
| 123,861 | | |
| * | |
Harry Simeonidis(5) | |
| 4,180 | | |
| * | |
Christopher Towers(6) | |
| 9,880 | | |
| * | |
All Executive Officers and Directors as a group (8 persons) | |
| 21,204 | | |
| * | |
| |
| | | |
| | |
5% Stock Holders | |
| | | |
| | |
The Ma-Ran Foundation(7) | |
| 232,880 | | |
| 5.1 | % |
Bigger Capital Fund
LP(8) | |
| 289,000 | | |
| 6.3 | % |
* |
Less
than 1%. |
(1) |
Consists
of 3,750 shares of common stock. |
(2) |
Consists
of 750 shares of common stock. |
(3) |
Consists
of 750 shares of common stock. |
(4) |
Consists
of (i) 121,237 shares of common stock, of which 3,765 are held directly by Mr. Sakiris and 117,472 shares are held indirectly by
Anest Holdings Pty Ltd (“Anest Holdings”); (ii) currently exercisable Series A Warrants held by Anest Holdings to purchase
74 shares of the common stock; (iii) 150 shares of common stock that will be issuable upon exercise of the pre-IPO warrants held
by Anest Holdings during the one-year period commencing on the second anniversary of the consummation of December 2020 IPO; (iv)
currently exercisable Series D warrants held by Anest Holdings to purchase 2,400 Shares of common stock. Does not include: Series
E Warrants to purchase 112,727 shares of common stock and Series F Warrants to purchase 112,727 shares of common stock that will
be exercisable upon the effective date of the Warrant Stockholder Approval. Anest Holdings is the trustee of ATF S&T Sakiris
Superannuation Fund, of which Mr. Sakiris is a director. |
(5) |
Consists
of 4,180 shares of common stock. |
(6) |
Consists
of 9,880 shares of common stock. Does not include: Series E Warrants to purchase 9,090 shares of common stock and Series F Warrants
to purchase 9,090 shares of common stock that will be exercisable upon the effective date of the Warrant Stockholder Approval. |
(7) |
Pursuant
to Schedule 13D jointly filed by Gary W. Rollins, Gary W. Rollins Foundation (the “GWRF”),
and The Ma-Ran Foundation (the “MRF”) on June 1, 2023 (the “Rollins 13D”).
The principal business address of the GWRF, MRF and each co-trustee is 1908 Cliff Valley
Way NE, Atlanta, Georgia 30329. The GWRF is a private charitable trust. Gary W. Rollins is
a co-trustee of the GWRF and holds de facto voting and investment power over shares held
by GWRF. Mr. Rollins disclaims any beneficial interest in the shares held by GWRF.
The
Rollins 13D, provides that GWRF holds 190,489 of the Company’s common stock. In addition, the Rollins 13D provides that GWRF
is entitled to 16,156 shares of common stock upon satisfaction of certain indemnification obligations to the Company. These additional
16,156 shares were released by the Company on October 4, 2023. The MRF is a private charitable trust with four co-trustees, Pamela
R. Rollins, Amy R. Kreisler, Timothy C. Rollins and Margaret H. Rollins, and voting or investment decision requires approval of a
majority of the co-trustees. The Rollins 13D provides that MRF holds 213,265 shares of the Company’s common stock. In addition,
the Rollins 13D provides that MRF is entitled to 19,615 shares of common stock upon satisfaction of certain indemnification obligations
to the Company. These additional 19,615 shares were released by the Company on October 4, 2023. |
(8) |
Based
on information provided in the Schedule 13G filed by Bigger Capital Fund, LP (“Bigger
Capital”), Bigger Capital Fund GP, LLC (“Bigger GP”), District 2 Capital
Fund LP (“District 2 CF”), District 2 Capital LP (“District 2”),
District 2 GP LLC (“District 2 GP”), District 2 Holdings LLC (“District
2 Holdings”) and Michael Bigger (the “Bigger 13G”). The principal business
address of Bigger Capital, Bigger GP and Michael Bigger is 2250 Red Springs Drive, Las Vegas,
NV 89135. The principal business address of District 2 CF, District 2, District 2 GP, and
District 2 Holdings is 175 W. Carver Street, Huntington, NY 11743. The Bigger 13G reports
the following:
Bigger
GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 144,500 shares of beneficially owned by Bigger
Capital and the Warrant and Series E Convertible Preferred Stock beneficially owned by Bigger Capital. As of October 3, 2023, District
2 CF beneficially owned 144,500 shares of common stock. In addition, District 2 CF owned Warrants and Series E Convertible Preferred
Stock each of which contain a 4.99% beneficial ownership limitation. District 2, as the investment manager of District 2 CF, may
be deemed to beneficially own the 144,500 shares beneficially owned by District 2 CF and the Warrants and Series E Convertible Preferred
Stock beneficially owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially
own the 144,500 shares beneficially owned by District 2 CF and the Warrants and the Series E Convertible Preferred Stock beneficially
owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 144,500
shares beneficially owned by District 2 CF and the Warrants and Series E Convertible Preferred Stock beneficially owned by District
2 CF. Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially
own the (i) 144,500 shares beneficially owned by Bigger Capital, (ii) 144,500 shares beneficially owned by District 2 CF, (iii) Warrants
and Series E Convertible Preferred Stock owned by Bigger Capital, and (iv) Warrants and Series E Convertible Preferred Stock owned
by District 2 CF. |
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You
can review our electronically-filed reports, proxy and information statements on the SEC’s website at www.sec.gov or on the Company’s
website at www.ibs.inc. Information included on our website is not a part of this proxy statement.
Any
requests for copies of information, reports or other filings with the SEC should be directed to: Intelligent Bio Solutions Inc., 142
West, 57th Street, 11th Floor, New York, NY, 10019, Attention: Corporate Secretary. We will provide copies of these reports without cost
upon request by eligible stockholders.
You
should rely only on the information contained in this proxy statement or on information to which we have referred you. We have not authorized
anyone else to provide you with any information. A representative of the Company’s independent registered public accounting firm,
UHY LLP, is expected to be present at the virtual Special Meeting and will have an opportunity to make a statement or to respond to questions
from our stockholders.
If
you have more questions about this proxy statement or how to submit your proxy, or if you need additional copies of this proxy statement
or the enclosed proxy card or voting instructions, please contact the Company’s proxy solicitor, Alliance Advisors, at:
Alliance
Advisors LLC
200
Broadacres Drive, 3rd Floor
Bloomfield,
NJ 07003
1-877-495-1276
(toll free) (United States)
2-8311-9331
(standard rates apply) (Australia)
OTHER
MATTERS
Pursuant
to our bylaws, only those matters described in this Proxy Statement will be presented for action at the Special Meeting.
HOUSEHOLDING
OF PROXY MATERIALS
The
SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy materials
with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders.
This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost
savings for companies.
This
year, a number of brokers with account holders who are the Company’s stockholders may be “householding” our proxy materials.
A single copy of the proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been
received from the affected stockholders. Once you have received notice from your broker that they will be householding communications
to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no
longer wish to participate in householding and would prefer to receive a separate copy of the proxy materials, please (1) notify your
broker, or (2) direct your written request to Intelligent Bio Solutions Inc., 142 West, 57th Street, 11th Floor,
New York, NY, 10019, Attention: Corporate Secretary. Stockholders who currently receive multiple copies of the proxy materials or Notices
of Internet Availability at their address and would like to request householding of their communications should contact their brokers.
In addition, upon written request to the address set forth above, we will promptly deliver a separate copy of the proxy materials to
any stockholder at a shared address to which a single copy of the documents was delivered.
By
Order of the Board of Directors |
|
|
|
|
|
Harry
Simeonidis |
|
President
and Chief Executive Officer |
|
|
|
New
York, New York |
|
|
|
October
____, 2023 |
|
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