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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): February 16, 2024
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.) |
142
West, 57th Street, 11th
Floor
New
York, NY 10019
(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.
Compliance
with Nasdaq Listing Rule 5550(a)(2)
As
previously reported in the Current Report on Form 8-K filed by Intelligent Bio Solutions Inc. (the “Company”) on November
17, 2023, Intelligent Bio Solutions Inc. (the “Company”) received a notice letter (the “Bid Price Notice”) from
the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that because the closing
bid price per share for its common stock was below $1.00 for 30 consecutive business days preceding the date of the Bid Price Notice,
the Company did not meet the $1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”).
On
February 13, 2024, the Company received written notification from Nasdaq notifying the Company that it had regained compliance with Nasdaq
Listing Rule 5550(a)(2) as a result of the closing bid price of the Company’s common stock being at $1.00 per share or greater
for the prior 11 consecutive business days (from January 29, 2024, to February 12, 2024). Accordingly, the Company is now in compliance
with Nasdaq Listing Rule 5550(a)(2) and Nasdaq considers the matter closed.
On
February 16, 2024, the Company issued a press release (the “Press Release”) reporting that it had regained compliance with
Nasdaq Listing Rule 5550(a)(2) and that Nasdaq considers the matter closed.
Compliance
with Nasdaq Listing Rule 5550(b)(1)
As
previously reported in the Current Report on Form 8-K filed by the Company on November 17, 2023, the Company received a letter from Nasdaq
on November 16, 2023 (the “Stockholder Equity Letter”), regarding its non-compliance with the minimum stockholders’
equity requirement for continued listing on the Nasdaq Capital Market. The letter notified the Company that its stockholders’ equity,
reported at $1,236,558 in the Quarterly Report on Form 10-Q for the period ending September 30, 2023, did not meet the Nasdaq Capital
Market’s minimum stockholders’ equity requirement of $2,500,000 for continued listing as per Nasdaq Listing Rule 5550(b)(1)
(the “Stockholders’ Equity Requirement”). Nasdaq gave the Company until January 2, 2024, to submit a plan to regain
compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1).
On
December 15, 2023, the Company submitted a compliance plan to Nasdaq that included a pro forma balance sheet as of October 31, 2023 (the
“Balance Sheet”). The Balance Sheet showed that the Company’s stockholders’ equity as of October 31, 2023, was
$4,240,629, which was primarily the result of the of a public offering of the Company’s securities that closed on October 4, 2023.
The Balance Sheet was also attached to a Current Report on Form 8-K filed by the Company on December 18, 2023 (the “December 8-K”).
On
January 2, 2024, the Company received a letter from Nasdaq (the “January Letter”) stating that based on the December 8-K,
the Staff had determined that the Company complies with the Listing Rule 5550(b)(1), but that if the Company failed to evidence compliance
upon filing its Form 10-Q for the period ended December 31, 2023, the Company may be subject to delisting. The January Letter also noted,
as did the Stockholder Equity Letter, that as of November 15, 2023, the Company did not meet either alternative to the Stockholders’
Equity Requirement, which alternatives require either a $35 million market value of listed securities or $500,000 of net income from
continuing operations, as set forth in Listing Rules 5550(b)(2) or 5550(b)(3), respectively.
On
February 13, 2024, Nasdaq confirmed that upon filing of the Company’s Quarterly Report on Form 10-Q for the period ended December
31, 2023, the Company had for that period evidenced compliance with Nasdaq Listing Rule 5550(b)(1), the Stockholders’ Equity Requirement;
and that the condition to remain in compliance with the Stockholders’ Equity Requirement was met, as per Nasdaq’s compliance
determination of in the January Letter.
The
Press Release issued by the Company on February 16, 2024, reported that Nasdaq confirmed the Company’s compliance with the Stockholders’
Equity Requirement, as described above.
A
copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified
in its entirety by the full text of the Press Release.
Item 9.01. Financial Statements and 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:
February 20, 2024 |
|
|
|
INTELLIGENT
BIO SOLUTIONS INC. |
|
|
|
|
By:
|
/s/
Spiro Sakiris |
|
Name:
|
Spiro
Sakiris |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1
Intelligent
Bio Solutions Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement and Confirms Compliance with Minimum Stockholders’
Equity Requirement
NEW
YORK, February 16, 2024 – Intelligent Bio Solutions Inc. (“INBS” or the “Company”) (Nasdaq:
INBS), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced that on February 13,
2024, it received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires that the Company’s common stock maintain
a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).
The
Nasdaq staff made this determination of compliance after the closing bid price of the Company’s common stock was at $1.00 per share
or greater for the prior 11 consecutive business days (from January 29, 2024, to February 12, 2024). Accordingly, the Company is now
in compliance with the Minimum Bid Price Requirement for continued listing, and Nasdaq considers the matter closed.
On
February 13, 2024, Nasdaq confirmed that upon filing of the Company’s Quarterly Report on Form 10-Q for the period ended December
31, 2023, the Company had for that period evidenced compliance with Nasdaq Listing Rule 5550(b)(1), which requires maintaining a minimum
stockholders’ equity of $2.5 million (“Stockholders’ Equity Requirement”); and that the condition to remain in
compliance with the Stockholders’ Equity Requirement was met, as per Nasdaq’s compliance determination of January 2, 2024.
About
Intelligent Bio Solutions Inc.
Intelligent
Bio Solutions Inc. (NASDAQ: INBS) is a medical technology company delivering innovative, rapid, non-invasive testing solutions. The Company
believes that its Intelligent Fingerprinting Drug Screening System will revolutionize portable testing through fingerprint sweat analysis,
which has the potential for broader applications in additional fields. Designed as a hygienic and cost-effective system, the test screens
for recent use of drugs commonly found in the workplace, including opiates, cocaine, methamphetamine, and cannabis. With sample collection
in seconds and results in under ten minutes, this technology would be a valuable tool for employers in safety-critical industries. Additionally,
the Company’s biosensor platform has the potential to test for up to 130 indications, ranging from glucose to immunological conditions
and communicable diseases. The Company’s current customer segments include construction, manufacturing and engineering, transport
and logistics firms, drug treatment organizations, and coroners.
For
more information, visit: http://www.ibs.inc/
Forward-Looking
Statements:
Some
of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties.
Forward-looking statements in this press release include, without limitation, Intelligent Bio Solutions Inc.’s ability to successfully
develop and commercialize its drug and diagnostic tests, realize commercial benefit from its partnerships and collaborations, and secure
regulatory approvals, among others. Although Intelligent Bio Solutions Inc. believes that the expectations reflected in such forward-looking
statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or
implied by such forward-looking statements. Intelligent Bio Solutions Inc. has attempted to identify forward-looking statements by terminology,
including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,”
“intends,” “potential,” “may,” “could,” “might,” “will,” “should,”
“approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements.
These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, included in Intelligent
Bio Solutions’ public filings filed with the Securities and Exchange Commission. Any forward-looking statements contained in this
release speak only as of its date. Intelligent Bio Solutions undertakes no obligation to update any forward-looking statements contained
in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Company
Contact:
Intelligent
Bio Solutions Inc.
info@ibs.inc
LinkedIn
| Twitter
Media
Contact:
Cheryl
Billson
Comma
Communications
cheryl.billson@commacomms.com
+44
(0)7791 720460
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