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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): May 11, 2023

 

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 2.02. Results of Operations and Financial Condition.

 

On May 11, 2023, Intelligent Bio Solutions Inc. (the “Company”), issued a press release (the “Press Release”) announcing its financial results for the period ended March 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

No.   Description
     
99.1   Press Release, dated May 11, 2023.
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: May 12, 2023    
  INTELLIGENT BIO SOLUTIONS INC.
   
  By: /s/ Spiro Sakiris
  Name: Spiro Sakiris
  Title: Chief Financial Officer

 

   

  

 

Exhibit 99.1

 

 

 

Intelligent Bio Solutions Inc. Reports Fiscal 2023 Third Quarter

Financial Results and Operational Highlights

 

- Combined revenue and government support income increased 199% year-over-year -

 

- Sequential revenue growth of 28% -

 

- Filed 513(g) submission with U.S. FDA for Intelligent Fingerprinting Drug Screening Cartridge -

 

- Granted U.K. patent relating to DSR-Plus Cartridge Reader –

 

- Completion of Milestone 7, key phase of biosensor platform development –

 

New York, NY, May 11, 2023 – Intelligent Bio Solutions Inc. (“Intelligent Bio Solutions,” “INBS” or the “Company”) (Nasdaq: INBS), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced its financial results for its fiscal third quarter ended March 31, 2023, and provided a business update.

 

“INBS delivered revenue growth during the third quarter and achieved several important milestones in line with our regional expansion plans,” said Harry Simeonidis, Chief Executive Officer at Intelligent Bio Solutions. “On the regulatory front, we filed a 513(g) submission with the U.S. Food and Drug Administration, which will allow us to determine the most suitable regulatory path forward for our Intelligent Fingerprinting Drug Screening Cartridge, a key step in our U.S. expansion strategy. More recently, we were granted a U.K. patent relating to our Intelligent Fingerprinting Drug Screening System DSR-Plus Cartridge Reader, our 13th patent, strengthening the protection of our unique and proprietary drug screening technology.”

 

“We further reached a pivotal milestone in our biosensor pipeline progression, releasing the successful results from Milestone 7, allowing our development team to move on to the next phase of testing human saliva. Additionally, we established a new sales team, distribution hub and office facility in Australia, a vital step in extending our reach throughout the Asia-Pacific region. We have made substantial progress on all fronts during the quarter and look forward to continuing this momentum throughout the rest of the year,” Mr. Simeonidis concluded.

 

Third Quarter Highlights & Recent Operational Developments

 

Strategic Partnerships & Pipeline Development

 

  Announced the successful completion of the review of results from Milestone 7, a phase of the Company’s biosensor platform development at the University of Newcastle, Australia. The results showed a record 4x improvement in time-to-result (TTR), enabling the biosensor to return test results in under one minute. The biosensor development team has now proceeded to its next testing phase, which will include testing human saliva.
     
  Selected HASTA, Australia’s largest independent sports drug testing laboratory, as the Company’s preferred drug testing specialist in Australia to complete lab-based confirmation testing for its Intelligent Fingerprinting System.
     
  Intelligent Bio Solutions continues advancing towards the next phase of the Biosensor development program with its second study, focused on eliminating the variables affecting glucose levels in saliva and the sample collection method.

 

 

 

 

Business Development

 

  In April 2023, announced the recruitment of four highly experienced sales executives from across the workplace safety and supply, manufacturing, and the drugs and alcohol testing industries for its new sales force in Australia. In addition, INBS secured a new distribution hub and office facility to manage sales and operations, significantly expanding its ability to service customers throughout the region. These initiatives have already begun supporting the Company’s efforts to scale access to its Intelligent Fingerprinting Drug Screening System throughout the Asia-Pacific region.
     
  The Company’s Intelligent Fingerprinting Drug Screening System continued to expand its customer base by securing sales contracts with Dodman Limited, Boughey Distribution, A&F Sprinklers and Hozelock (a global garden equipment manufacturer).

 

Commercial Development

 

  Filed a 513(g) submission with the United States Food and Drug Administration (FDA) for its Intelligent Fingerprinting Drug Screening Cartridge. The submission will allow Intelligent Bio Solutions to determine the most suitable FDA regulatory pathway as part of the Company’s strategy for expansion into the U.S. market.
     
  In April 2023, INBS was granted a patent in the U.K. relating to its Intelligent Fingerprinting Drug Screening System DSR-Plus Cartridge Reader. This is the Company’s 13th patent, which further strengthens the protection of its unique and proprietary drug screening technology.

 

Anticipated and Planned Events and Targeted Milestones for the Coming Fiscal Year

 

  Launch of the Intelligent Fingerprinting Drug Screening System in Australia, New Zealand and other countries in the Asia Pacific region, including required infrastructure and regulatory requirements.
     
  Focus on growing Intelligent Fingerprinting Drug Screening System sales across the United Kingdom and mainland Europe through enhanced marketing strategies and the creation of distribution channels.
     
  Investigate entry into non-FDA regulated markets in the United States.
     
  Initiate research aimed at broadening the capabilities of the Intelligent Fingerprinting System to test for additional drugs and indications, facilitating the expansion of the platform into point-of-care medical testing.
     
  Commence the 510k or DeNovo pathway, following FDA review of 513(g) request.
     
  Expand the Intelligent Fingerprinting Drug Screening System into new customer segments, including major sporting organizations, law enforcement, and commercial airlines.
     
  Obtain National Association of Testing Authorities (NATA) accreditation.
     
  Develop a strategic network of distributors with established customer bases throughout Asia Pacific to distribute the IFP product.

 

 

 

 

Third Quarter Ended March 31, 2023, Financial Results

 

All amounts are expressed in U.S. dollars unless indicated otherwise. All authorized, issued, and outstanding stock and per share amounts reflect the 1-for-20 reverse stock split effected by the Company on February 9, 2023, unless indicated otherwise.

 

The Company’s combined revenue and government support income increased by 199% or $382,238 to $574,738 for the three months ending March 31, 2023, including revenue of $457,058, compared to the same period in 2022. The year-over-year revenue increase reflects the acquisition of Intelligent Fingerprinting Ltd. during the fiscal 2023 second quarter and the introduction of commercial products, in addition to organic growth of the business.

 

For the quarter ended March 31, 2023, the Company had a net loss of $6.34 million or $5.72 per share, compared to a net loss of $1.34 million or $1.79 per share in the prior year period. This increase in net loss was primarily a result of the non-cash item of the impairment of goodwill of $4.1 million resulting in intangible assets as at March 31, 2023 of $5.29 million and a shareholders equity of $5.93 million, which is in the vicinity of the Company’s market capitalization at quarter end.

 

As of March 31, 2023, the Company’s cash, cash equivalents and marketable securities totaled approximately $2.3 million.

 

About Intelligent Bio Solutions Inc.

 

Intelligent Bio Solutions Inc. (the “Company”) (Nasdaq: INBS) is a medical technology company delivering intelligent, rapid, non-invasive testing solutions. The Company’s Intelligent Fingerprinting Drug Screening System is revolutionizing portable testing through fingerprint sweat analysis, which has the potential for broader applications in additional fields. This highly accurate, hygienic, and cost-effective system screens for recent use of drugs commonly found in the workplace, including opioids, cocaine, methamphetamine, and cannabis. With sample collection in seconds and results in under ten minutes, this technology is a valuable tool for employers in safety-critical industries. Additionally, the Company’s biosensor platform is being expanded 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 consummate the proposed transactions described in this press release, develop and commercialize its diagnostic tests, realize commercial benefit from its partnerships and collaborations, secure regulatory approvals, and expand market penetration, 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, Managing Director

KCSA Strategic Communications

PH: (212) 896-1254

INBS@kcsa.com

 

Media Contact:

Cheryl Billson

Comma Communications

cheryl.billson@commacomms.com

 

 

 

 

Intelligent Bio Solutions Inc.

Condensed Consolidated Balance Sheets

(Amount in US$)

 

  

March 31, 2023

(Unaudited)

   June 30, 2022 
ASSETS          
Current assets:          
Cash and cash equivalents  $2,280,544   $8,238,301 
Accounts receivable, net   296,049    - 
Inventories   736,221    - 
Grant receivable, current portion   -    1,529,882 
Research and development tax incentive receivable   578,456    353,048 
Other current assets   531,824    746,761 
Total current assets   4,423,094    10,867,992 
Property and equipment, net   478,120    391,408 
Finance lease right-of-use assets   472,253    - 
Goodwill   -    - 
Intangible assets, net   5,295,234    - 
Long-term grant receivable   -    1,092,773 
TOTAL ASSETS  $10,668,701   $12,352,173 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $1,598,831   $1,625,089 
Current portion of finance lease liabilities   174,215    - 
Current portion of deferred grant income   1,093,157    2,836,582 
Current employee benefit liabilities   334,227    201,332 
Current portion of notes payable   335,528    - 
Total current liabilities   3,535,958    4,663,003 
Employee benefit liabilities   24,939    50,626 
Finance lease liabilities   320,725    - 
Long-term deferred grant income   -    1,092,773 
Notes payable   470,872    - 
Convertible notes payable   389,361    - 
Total liabilities   4,741,855    5,806,402 
Commitments and contingencies (Note 18)          
           
Shareholders’ equity:          
Preferred stock, $0.01 par value, 10,000,000 shares authorized:          
Series C preferred stock, 4,012,276 shares designated, 2,363,003 and 0 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively   23,630    - 
Series D preferred stock, 500,000 shares designated, 176,462 and 0 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively   1,765    - 
Common stock, $0.01 par value, 100,000,000 shares authorized, 1,685,467 and 744,496 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively   16,855    7,445 
Treasury stock, at cost, 1,386 and 0 shares as of March 31, 2023 and June 30, 2022, respectively   (14)   - 
Additional paid-in capital   45,772,664    38,581,465 
Accumulated deficit   (39,148,652)   (31,175,853)
Accumulated other comprehensive loss   (639,884)   (788,135)
Total consolidated Intelligent Bio Solutions Inc. equity   6,026,364    6,624,922 
Non-controlling interest   (99,518)   (79,151)
Total shareholders’ equity   5,926,846    6,545,771 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $10,668,701   $12,352,173 

 

 

 

 


Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Operations and Other Comprehensive Loss

(Unaudited)

(Amount in US$)

 

   Three Months Ended March 31,   Nine Months Ended March 31, 
   2023   2022   2023   2022 
Revenue  $457,058   $-   $813,737   $- 
Cost of revenue   (424,009)   -    (536,644)   - 
Gross profit   33,049    -    277,093    - 
                     
Other income:                    
Government support income   117,680    192,500    698,625    370,291 
                     
Operating expenses:                    
Selling, general and administrative expenses   (1,898,754)   (1,122,004)   (5,594,461)   (3,457,768)
Development and regulatory approval expenses   (299,898)   (413,325)   (380,363)   (3,161,306)
Depreciation and amortization   (398,986)   -    (797,142)   - 
Goodwill impairment   (4,096,490)   -    (4,096,490)   - 
Total operating expenses   (6,694,128)   (1,535,329)   (10,868,456)   (6,619,074)
Loss from operations   (6,543,399)   (1,342,829)   (9,892,738)   (6,248,783)
                     
Other income (expense):                    
Interest expense   (86,125)   (4,217)   (163,957)   (4,892)
Realized foreign exchange income (loss)   7,212    10    (8,936)   (3,094)
Fair value movements through profit and loss   269,787    -    2,062,878    - 
Interest income   508    2,903    9,587    10,973 
Total other income (expense)   191,382    (1,304)   1,899,572    2,987 
Loss before income taxes   (6,352,017)   (1,344,133)   (7,993,166)   (6,245,796)
Income taxes   -    -    -    - 
Net loss   (6,352,017)   (1,344,133)   (7,993,166)   (6,245,796)
Net loss attributable to non-controlling interest   (8,111)   (8,887)   (20,367)   (17,900)
Net loss attributable to Intelligent Bio Solutions Inc.  $(6,343,906)  $(1,335,246)  $(7,972,799)  $(6,227,896)
                     
Other comprehensive (loss) income, net of tax:                    
Foreign currency translation (loss) income  $(77,787)  $2,793   $148,251   $(57,334)
Total other comprehensive (loss) income   (77,787)   2,793    148,251    (57,334)
Comprehensive loss   (6,429,804)   (1,341,340)   (7,844,915)   (6,303,130)
Comprehensive loss attributable to non-controlling interest   (8,111)   (8,887)   (20,367)   (17,900)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.  $(6,421,693)  $(1,332,453)  $(7,824,548)  $(6,285,230)
                     
Net loss per share, basic and diluted  $(5.72)  $(1.79)  $(8.67)  $(8.54)
Weighted average shares outstanding, basic and diluted   1,108,672    744,495    919,545    729,533