Item
5.02. Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At
the annual meeting (the “Annual Meeting”) of stockholders of Intelligent Bio Solutions
Inc. (the “Company”) held on February 8, 2023, the stockholders of the Company approved an amendment (the
“2019 Plan Amendment”) to the Company’s 2019 Long Term Incentive Plan (the “2019 Plan”).
The
Amendment increased the aggregate number of shares available for issuance under the 2019 Plan by 1,000,000 shares (from 500,000 to 1,500,000
shares). The 2019 Plan and the Plan Amendment are described in further detail in the Company’s definitive proxy statement on Schedule
14A for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on January 4, 2023. A copy of the 2019 Plan, as amended and approved at the Annual Meeting, is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated into this item by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At
the Annual Meeting the stockholders of the Company approved an amendment to the Company’s Amended And Restated Articles Of Incorporation
(the “Amendment”) to effect the reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any
time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s
Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders.
Pursuant
to such authority granted by the Company’s stockholders, the Board approved a one-for-twenty reverse stock split (the “Reverse
Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment
was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms
of the Amendment at 4:05 p.m. Eastern Time on February 9, 2023 (the “Effective Time”). The Amendment provides that, at the
Effective Time, every 20 shares of the Company’s issued and outstanding common stock will automatically be combined into one issued
and outstanding share of common stock, without any change in par value per share, which will remain $0.01.
As
a result of the Reverse Stock Split, the number of shares of common stock outstanding was reduced from approximately 18,325,289 shares
as of February 8, 2023 to approximately 916,265 shares, and the number of authorized shares of common stock will remain at 100 million
shares. As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number
of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants, which will
result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or
vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional
increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under
the Company’s 2019 Plan immediately prior to the Effective Time was reduced proportionately.
The
number of shares of common stock issuable upon conversion of the Company’s convertible preferred stock, as well as any applicable
conversion prices were also adjusted in proportion to the reverse split ratio of the Reverse Stock Split (subject to adjustment for fractional
interests).
No
fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive
a fractional share will be entitled to the rounding up of the fractional share to the nearest whole number. The Reverse Stock Split was
effective at 5:00 p.m., Eastern Time, on February 9, 2023, and the Company’s common stock is expected to begin trading on a Reverse
Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on February 10, 2023. The trading symbol for the common
stock will remain “INBS.” The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 36151G402),
but the par value and other terms of the common stock are not affected by the Reverse Stock Split.
The
summary of the of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
number of shares of common stock that voted on matters presented at the Annual Meeting was 8,684,348, representing approximately 47.39%
of the 18,325,289 shares common stock outstanding as of the January 3, 2023, the record date for the Annual Meeting (the “Record
Date”). The number of shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) that voted on
the Reverse Stock Split (Proposal 3) and the adjournment proposal related to the Reverse Stock Split (Proposal 5) was 3,316,000,000,
representing approximately 93.958% of the 3,529,240,000 total possible votes held by 176,462 shares Series D Preferred Stock outstanding
as of the Record Date.
Each
director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as
described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals
submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. Under
the terms of the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the “Certificate
of Designations”) (and as disclosed in the Proxy Statement for the Annual Meeting), shares of Series D Preferred Stock are voted
in the same proportion as shares of common stock are voted (excluding any shares of common stock that are not voted), without further
action of such holder thereof. The voting results set forth below reflect the initial vote of holders the Series D Preferred Stock and
the automatically apportioned vote of the Series D Preferred, which occurs without further action of such holder thereof, used for determining
voting results.
The
proposals are described in detail in the Company’s Definitive Proxy Statement filed with the U.S.
Securities and Exchange Commission (the “SEC”) on January 4, 2023 (the “Proxy Statement”) and
are incorporated herein by reference.
Proposal
1. The election of seven directors, each to serve
until the next annual meeting of shareholders, or until each successor is duly elected and qualified.
Nominee |
|
Votes
For |
|
Votes
Withheld |
Stephen
Boyages |
|
5,119,926 |
|
236,745 |
Lawrence
Fisher |
|
5,118,842 |
|
237,829 |
Jonathan
Hurd |
|
4,979,673 |
|
376,998 |
Jason
Isenberg |
|
5,121,876 |
|
234,795 |
David
Jenkins |
|
5,121,676 |
|
234,995 |
George
Margelis |
|
5,119,676 |
|
236,995 |
Christopher
Towers |
|
5,120,642 |
|
236,029 |
Proposal
2. The ratification of the appointment of BDO Audit
Pty Ltd as the Company’s independent registered public accounting firm for the year ending June 30, 2023.
For:
8,300,814 |
|
Against:
213,159 |
|
Abstain:
170,375 |
Proposal
3. The approval of an amendment to the Company’s
Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than
1-for-35, with the exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization
of our stockholders.
Common
Stock:
For:
7,755,834 |
|
Against:
919,797 |
|
Abstain:
8,717 |
Series
D Preferred Stock (Voted Direct For: 3,316,000,000)
Series
D Preferred Stock Vote Apportioned to Mirror Common Stock:
For:
2,961,459,576 |
|
Against:
351,211,956 |
|
Abstain:
3,328,468 |
Total:
For:
2,969,215,410 |
|
Against:
352,131,753 |
|
Abstain:
3,337,185 |
Proposal
4. The approval of an increase in the number of
shares of common stock authorized for issuance under the Company’s 2019 Long Term Incentive Plan by 1,000,000 shares.
For:
7,559,682 |
|
Against:
951,995 |
|
Abstain:
172,671 |
Proposal
5. The authorization of the adjournment of the Annual
Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.
Common
Stock:
For:
7,536,815 |
|
Against:
1,066,677 |
|
Abstain:
80,856 |
Series
D Preferred Stock (Voted Direct For: 3,316,000,000)
Series
D Preferred Stock Vote Apportioned to Mirror Common Stock:
For:
2,877,830,154 |
|
Against:
407,296,084 |
|
Abstain:
30,873,762 |
Total:
For:
2,885,366,969 |
|
Against:
408,362,761 |
|
Abstain:
30,954,618 |
Proposal
6. The authorization of the adjournment of the Annual
Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4.
For:
7,452,803 |
|
Against:
1,004,661 |
|
Abstain:
226,884 |
For
Proposal 1, the broker non-votes amounted to 3,327,677.