Item
1.01. Entry into a Material Definitive Agreement.
On
March 8, 2023, Intelligent Bio Solutions Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with Ladenburg Thalmann & Co. Inc., as representatives (the “Representative”) of the several underwriters
named in Schedule I thereto (collectively, the “Underwriters”), relating to an underwritten public offering of 569,560 shares
(the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”) and warrants
(“Warrants”) to purchase 170,868 shares of Common Stock (collectively, the “Offering”). Each of the Shares will
be sold in combination with an accompanying one-third Warrant. The combined purchase price for each Share and accompanying Warrant is
$3.90 and the Underwriters agreed to purchase 569,560 Shares and 170,868 Warrants. All of the Shares and Warrants were sold by the Company.
The Company does not intend to list the Warrants on Nasdaq or any other nationally recognized securities exchange or trading system.
The
Company granted the Underwriters a 45-day option to purchase an additional 85,430 Shares and/or Warrants to purchase up to 25,629 shares
of Common Stock, in any combination, at the public offering price less the underwriting discounts and commissions. On March 9, 2023,
the Representative fully exercised the over-allotment option to purchase an additional 85,430 Shares and Warrants to purchase 25,629
shares of Common Stock. The Offering closed on March 10, 2023. As result of the Representative exercising the over-allotment option in
full, the gross proceeds, before deducting underwriting discounts and commissions and other Offering expenses, was approximately
$2.55 million. Had the over-allotment option not been exercised, the gross proceeds from the Offering would have been approximately $2.2
million, before deducting underwriting discounts and commissions and other Offering expenses. Immediately after the Offering, there will be 1,571,255 shares of Common Stock outstanding (reflecting the exercise of the over-allotment
option, but assuming no exercise of the Warrants). The Company intends to use the net proceeds from the Offering for working capital and
general corporate purposes.
The
Warrants have, (i) an exercise price of $3.90 per share of Common Stock, (ii) a cashless exercise option for a net number of shares of
Common Stock determined according to the formula set forth in the Warrant or (iii) an alternate cashless exercise option (beginning on
or after the initial exercise date), to receive an aggregate number of shares of Common Stock equal to the product of (x) the aggregate
number of shares of Common Stock that would be issuable upon a cash exercise and (y)1.00. Each whole warrant entitles the holder thereof
to purchase 1 share of Common Stock. The Warrants are exercisable upon issuance and will expire on March 10, 2028. The exercise price
and the number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustments in the event of
certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common
Stock.
The
Warrants are held in global form through DTC (or any successor depositary), and will be issued subject to the Warrant Agency Agreement,
dated March 10, 2023 (the “Warrant Agency Agreement”), between the Company and Continental Stock Transfer & Trust Company,
the Company’s transfer agent.
The
Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange
Commission (the “SEC”) on April 8, 2022 and subsequently declared effective on April 20, 2022 (File No. 333-264218) (the
“Registration Statement”), and the base prospectus contained therein. A prospectus supplement relating to the Offering was
filed with the SEC on March 9, 2023.
Under
the terms of the Underwriting Agreement, the Underwriters received an underwriting discount of 8.0% to the public offering price for
the Shares and Warrants. In addition, the Company agreed to pay the Representative a management fee equal to 1.0% of the aggregate
gross proceeds received from the sale of the securities in the Offering and to reimburse the accountable expenses of the
Representative up to a maximum of $145,000. The Company also agreed to issue to the Representative unregistered warrants (the
“Representative Warrants”) to purchase 32,750 shares of common stock (or 28,478 shares of common stock without the
exercise of the over-allotment option), which warrants have an exercise price of $4.875 per share (125% of the public offering price
per Share and accompanying Warrant) and will terminate on March 8, 2028.
The
representations, warranties and covenants contained in the Underwriting Agreement and Warrant Agency Agreement were made solely for the
benefit of the parties thereto and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting
Agreement and Warrant Agency Agreement are incorporated herein by reference only to provide investors with information regarding the
terms of the Underwriting Agreement and Warrant Agency Agreement and not to provide investors with any other factual information regarding
the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other
filings with the SEC.
The
foregoing descriptions of the Underwriting Agreement, Representative Warrant, Warrants and Warrant Agency Agreement are not complete
and are qualified in their entireties by reference to the full text of the Underwriting Agreement, the Form of Representative Warrant,
the Form of Warrant, and Warrant Agency Agreement copies of which are filed as Exhibits 1.1, 4.1, 4.2, and 10.1 respectively, to this
report and are incorporated by reference herein.
A
copy of the opinion of ArentFox Schiff LLP relating to the legality of the issuance and sale of the Shares and Warrants and the shares
of Common Stock issuable upon exercise of the Warrants is attached as Exhibit 5.1 to this report.