Intelligent Bio Solutions Inc. Announces ATM Offering Expansion and New Restricted Stock Awards

Key Points from the Current Report on Form 8-K

• ATM Offering Expansion: Intelligent Bio Solutions Inc. (“the Company”) has expanded its At The Market (ATM) Offering Agreement with Ladenburg Thalmann & Co. Inc., allowing for the sale of up to an additional \$3,966,316 of common stock under the 2026 ATM Supplement.
• Registration Statement: The ATM offering is made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-286489), which was declared effective on September 10, 2025. The total amount of securities that may be offered, issued, and sold under the base prospectus is up to \$100,000,000.
• Legal Opinion: ArentFox Schiff LLP has provided a legal opinion confirming that the shares offered under the ATM agreement have been duly authorized and, when issued and delivered against payment, will be legally issued, fully paid, and non-assessable.
• Emerging Growth Company: The Company is classified as an emerging growth company, which may affect regulatory requirements and reporting obligations.
• Securities Registered: The Company’s common stock, \$0.01 par value, is traded on The Nasdaq Stock Market LLC under the symbol “INBS”.

Details on Restricted Stock Awards

• New Awards for Employees and Directors: The Company has issued new restricted stock award agreements under its 2019 Long Term Incentive Plan. Separate agreements exist for AUS/UK Employees, AUS/UK Directors, and U.S. Employees and Directors.
• Vesting and Restriction Periods:
  • For AUS/UK Directors: Shares vest on the 12-month anniversary of the grant date.
  • For U.S. Employees: Shares vest on the 48-month anniversary of the grant date.
  • For AUS/UK Employees: Shares are subject to tranches, with restrictions varying depending on whether the Company remains a reporting entity.
• Transfer Restrictions: Award shares cannot be sold, assigned, pledged, or transferred until restrictions lapse. All sales or transfers must comply with the Company’s Insider Trading Policy, requiring pre-clearance from the Compliance Officer. Additional restrictions may apply based on local jurisdiction and insider trading laws.
• Legend and Compliance: The Company may place legends on electronic shares or certificates to comply with applicable securities laws and regulations.
• Tax and Exchange Control Notifications: Employees and Directors are responsible for their own tax obligations and are advised to seek professional advice. In Australia, exchange control reporting is required for cash transactions exceeding AUD 10,000 and for international fund transfers.
• Deferred Taxation (Australia): Awards granted under the Plan are intended to be subject to deferred taxation under Subdivision 83A-C of the Income Tax Assessment Act, 1997.
• Market Abuse/Insider Trading Laws: Award recipients may be subject to jurisdictional insider trading and market abuse laws, which could restrict their ability to trade shares or disclose “inside information”.
• Foreign Asset/Account Reporting: Award recipients may be required to report foreign assets, accounts, and related transactions to authorities in their country of residence and may be required to repatriate proceeds through designated banks or brokers.
• Recoupment Policy: The Company reserves the right to seek recoupment (forfeiture or return) of awards in accordance with its recoupment policy, including deduction from amounts payable to the recipient.

Potential Price-Sensitive Developments

ATM Offering Expansion: The expansion of the ATM offering increases the Company’s flexibility to raise capital, which could impact share liquidity and price. Investors should note that increased share issuance may dilute existing holdings, but provides the Company with additional resources to fund operations and strategic initiatives.

Restricted Stock Awards: The issuance of new restricted stock awards to employees and directors aligns incentives with shareholder interests, but may also introduce dilution as shares vest. The structure of vesting, transfer restrictions, and deferred tax treatment in Australia is relevant for both recipients and shareholders monitoring potential supply.

Compliance and Reporting: The Company’s continued classification as an emerging growth company, and the legal confirmations provided, reinforces its operational and regulatory standing on Nasdaq. However, shareholders should be aware of the compliance and reporting requirements associated with international participants and the potential for exchange control and tax impacts to affect the Company’s ability to attract and retain talent.

Important Notices for Shareholders

• Any sale of additional shares under the ATM offering may affect share price due to dilution.
• Restricted stock awards may increase the supply of available shares over time, depending on vesting schedules and compliance with transfer restrictions.
• Shareholders should monitor SEC filings and Company announcements for updates on share issuance, award vesting, and regulatory changes.

Disclaimer

This article is intended for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with a professional advisor regarding their individual circumstances. The information is based on the Company’s current filings and may be subject to change. Intelligent Bio Solutions Inc. and its advisors make no representations or warranties regarding future performance or outcomes.

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