UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.08 Shareholder Director Nominations
On December 21, 2022, the Board of Directors of Intelligent Bio Solutions Inc. (the “Company”) determined that the Company’s annual meeting of stockholders for fiscal year ended June 30, 2022 (the “FY22 Annual Meeting”) will be held virtually by means of remote communication on or about February 8, 2023, or as otherwise set forth in the Company’s notice and proxy statement for the FY22 Annual Meeting. Stockholders of record (and entitled to vote at the FY22 Annual meeting) at the close of business on January 3, 2023, will be entitled to notice of, and to vote at, the FY22 Annual Meeting. The Company, however, reserves the right to change the record date prior to the FY22 Annual Meeting.
Because the annual meeting of stockholders for the year ended June 30, 2021 (the “FY21 Annual Meeting”), was cancelled after being adjourned several times due to lack of quorum, the Company is providing revised deadlines for any stockholder proposal, including director nominations, intended to be considered for inclusion in the Company’s proxy statement for its FY22 Annual Meeting.
In accordance with Rule 14a-8(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Company’s amended and restated bylaws (the “Bylaws”), stockholders of the Company who wish to have a proposal or nomination considered for inclusion in the Company’s proxy materials for the FY22 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, must ensure that such proposal is received by the Company’s Secretary at its principal executive offices at 142 West, 57th Street, 11th Floor, New York, NY 10019, no later than on or before the close of business on December 31, 2022. Stockholder proposals must comply with all of the applicable requirements set forth in the rules and regulations of the Securities and Exchange Commission, including Rule 14a-8 under the Exchange Act and the Company’s Bylaws.
Additionally, any shareholder who intends to submit a director nomination or other proposal regarding any other matter of business to be considered at FY22 Annual Meeting, but not intended to be included in the Company’s proxy statement for the FY22 Annual Meeting, and other than in accordance with Rule 14a-8, must similarly make sure that such nomination or proposal is received at the Company’s principal executive offices no later than on or before the close of business on December 31, 2022.
Item 8.01. Other Events.
On December 21, 2022, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto and incorporated by reference into this Item 8.01, announcing that the Company’s Board of Directors has cancelled the FY21 Annual Meeting, which was originally scheduled to be held on June 16, 2022, but was adjourned several times (most recently to a date to be determined) due to lack of quorum.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 99.1 | Press Release, dated December 21, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 21, 2022 | ||
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Intelligent Bio Solutions Inc. Announces Cancellation of FY 2021 Annual Meeting of Stockholders
Company Intends to Hold FY 2022 Annual Meeting in February 2023
NEW YORK, Dec. 21, 2022 — Intelligent Bio Solutions Inc. (Nasdaq: INBS) (the “Company”), today announced that its Board of Directors has cancelled the Company’s annual meeting of stockholders (for fiscal year ended June 30, 2021) that was originally scheduled to be held on June 16, 2022 (the “FY21 Annual Meeting”), but was adjourned several times (most recently to a date to be determined) due to lack of quorum.
In lieu of holding the FY21 Annual Meeting, the Company intends to call and hold an annual meeting of stockholders for the fiscal year ended June 30, 2022 (the “FY22 Annual Meeting”), which will be held virtually by means of remote communication on or about February 8, 2023, or as otherwise set forth in the Company’s notice and proxy statement for the FY22 Annual Meeting.
For additional information, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov.
About Intelligent Bio Solutions Inc.
Intelligent Bio Solutions Inc. is a life sciences company developing and delivering intelligent, non-invasive, real-time testing solutions to customers globally. With its world-first Biosensor Platform, Intelligent Bio Solutions is developing and launching diagnostic tests urgently needed to help people living with chronic disease. In addition, through its recent acquisition of Intelligent Fingerprinting Limited, the company is the world leader in the advancement of portable drugs of abuse testing through the analysis of fingerprint sweat. The system is a platform technology with potential applications in many areas of diagnostics, and its advantages include being non-invasive, hygienic, fast, and cost-effective. The top selling product screens for recent use of the most commonly taken drugs in workplace settings; opioids, cocaine, methamphetamine, and marijuana. Sample collection takes just seconds, with results in ten minutes. Customers include employers in safety-critical industries such as construction, transport and logistics firms, drug treatment organizations, as well as UK coroners. A laboratory confirmation service is also available.
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 consummate the proposed transaction described in this press release, develop and commercialize its 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
Investor Contact:
Valter Pinto
KCSA Strategic Communications
INBS@kcsa.com
Media Contact:
Cheryl Billson
Comma Communications
cheryl.billson@commacomms.com