Current Report Filing (8-k)
May 12 2023 - 5:16PM
Edgar (US Regulatory)
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2023-05-08
2023-05-08
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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 8, 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
3.02. Unregistered Sales of Equity Securities.
At
the special meeting (the “Special Meeting”) of stockholders of Intelligent
Bio Solutions Inc. (the “Company”) held on May 8, 2023, the
stockholders of the Company approved, among other things, the
full conversion of the Series
C Convertible Preferred
Stock of the Company, par value $0.01 per share (“Series C Preferred Stock”),
issued by the Company pursuant to the Share Exchange Agreement,
dated as of October 4, 2022 (the “Share Exchange Agreement”), and
the issuance of shares of common stock of the Company, par value $0.01 per share (“Common Stock”)
in connection with such conversion (the “Series
C Conversion Approval”). The Share Exchange Agreement
relates to the Company’s acquisition of Intelligent Fingerprinting Limited (“IFP”) in October 2022.
A
result of the Series C Conversion Approval, and in accordance with the terms of the Share Exchange Agreement, certain convertible notes
for which IFP is the borrower and the Company is a guarantor (the “Convertible Notes”), became eligible for conversion into
shares of IFP that are to then be immediately transferred to the Company in exchange for shares of Series C Preferred Stock. As of May
8, 2023, all the holders of the Convertible Notes (the “Note Holders”) are committed, or have otherwise indicated that they
were committed, to the above-described conversion and exchange of the Convertible Notes, which, in the aggregate, had an outstanding
balance of £1,360,761 in principal and accrued interest as of May 8, 2023. Upon the conversion and exchange of the Convertible
Notes in accordance with their respective terms and the terms of the Share Exchange Agreement, the Note Holders will receive an aggregate
of 1,149,273 shares of Series C Preferred Stock. The conversion and exchange of the Convertible Notes into Series C Preferred Stock is
currently in process and will be deemed to be effective as of May 9, 2023.
As
of May 10, 2023, the 1,149,273 shares of Series C Preferred Stock issuable to the Note Holders were convertible into an aggregate of
172,386 shares of Common Stock.
The
issuances of the shares of Series C Preferred Stock and Common Stock pursuant to the Share Exchange Agreement are intended to be exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of the exemptions provided
by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder, and/or Rule 901 promulgated thereunder with
respect to individuals who reside outside of the United States.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At
the Special Meeting of stockholders of the
Company, the stockholders of the Company also approved an amendment (the “Plan Amendment”) to the Company’s
2019 Long Term Incentive Plan (the “2019 Plan”) that increased the number of shares of Common Stock authorized for issuance
under the 2019 Plan by 50,000 shares (from 75,000 to 125,000 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 Special Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on April 10, 2023. A copy of the 2019 Plan, as amended and approved at the Special Meeting, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated into this item 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 Special Meeting was 609,464, representing approximately 38.48% of the 1,583,890 shares Common Stock outstanding as of the March
10, 2023, the record date for the Special Meeting.
Each
of the proposals submitted to a vote of the Company’s stockholders at the Special 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 are set forth below. The proposals are described in detail in the Proxy Statement filed with the SEC and are incorporated
herein by reference.
Proposal
1. To approve, for purposes of complying with Nasdaq Listing Rule 5635, the full conversion of Series C Convertible Preferred Stock
of the Company, par value $0.01 per share (Series C Preferred Stock), issued by the Company pursuant to the terms of the Share Exchange Agreement, and the issuance of shares of Common Stock
in connection with such conversion (“Proposal 1”).
FOR |
|
AGAINST |
|
ABSTAIN |
530,145 |
|
7,392 |
|
71,927 |
Proposal
2. To approve the full conversion of Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D
Preferred Stock”), issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated as of December 21,
2022 (the “Securities Purchase Agreement”), and the issuance of shares of Common Stock in connection with such conversion
(“Proposal 2”).
FOR |
|
AGAINST |
|
ABSTAIN |
585,379 |
|
23,657 |
|
428 |
Proposal
3. To approve an increase in the number of shares of Common Stock authorized for issuance under the 2019 Plan by 50,000 shares (“Proposal
3”).
FOR |
|
AGAINST |
|
ABSTAIN |
584,036 |
|
25,164 |
|
264 |
Proposal
4. To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
Proposal 1, Proposal 2 and/or Proposal 3.
FOR |
|
AGAINST |
|
ABSTAIN |
583,313 |
|
25,538 |
|
613 |
Item
8.01 Other Events.
As
of May 10, 2023, all 3,512,277 shares of Series C Preferred Stock issued and outstanding on that date, including the 1,149,273 shares
of Series C Preferred Stock issuable to the Note Holders (as described in Item 3.02), were convertible into an aggregate of 526,818 shares
of Common Stock. Such conversion of the Series C Preferred Stock into Common Stock is to be effected in accordance with the Series C
Conversion Approval, the terms of the Share Exchange Agreement and the Certificate of Designation of Preferences, Rights and Limitations
of Series C Convertible Preferred Stock. This conversion of Series C Preferred Stock into Common Stock is currently in process and will
be deemed to be effective as of May 10, 2023.
At
the Special Meeting of stockholders of the Company, the stockholders of the Company also approved the
full conversion of the Series D Preferred Stock issued by the Company pursuant to the Securities Purchase Agreement and the issuance
of shares of Common Stock in connection with such conversion (the “Series D Conversion Approval”).
As
of May 10, 2023, all 176,462 shares of the Company’s Series D Preferred Stock issued and outstanding on that date were convertible
into an aggregate of 26,464 shares of Common Stock. Such conversion of the Series D Preferred Stock into Common Stock is to be effected
in accordance with the Series D Conversion Approval, the terms of the Securities Purchase Agreement and the Certificate of Designation
of Preferences, Rights and Limitations of Series D Convertible Preferred Stock. This conversion of Series D Preferred Stock into Common
Stock is currently in process and will be deemed to be effective as of May 10, 2023.
Upon
the above-described conversion of Series C Preferred Stock and Series D Preferred Stock into Common Stock, the Company will have approximately
2,285,849 shares of Common Stock issued and outstanding, subject to adjustment for rounding of fractional shares, if any.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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 |
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