Current Report Filing (8-k)
May 17 2023 - 4:21PM
Edgar (US Regulatory)
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0001725430
2023-05-12
2023-05-12
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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 12, 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
1.01 Entry into a Material Definitive Agreement.
On
May 12, 2023, Intelligent Bio Solutions Inc. (the “Company”) entered into Convertible Loan Conversion Agreements (the “Conversion
Agreements”) with eight lenders (the “Lenders”) relating to the convertible debt of Intelligent Fingerprinting Limited
(“IFP”), a subsidiary of the Company, which had an outstanding balance of £1,360,761 in principal and accrued interest
as of May 8, 2023, for which Company was a guarantor (the “Convertible Debt”). Each of the Convertible Loan Conversion Agreements
is dated and is effective as of May 9, 2023.
As
previously reported on the Current Report on Form 8-K filed by the Company on May 12, 2023 (the “May 12 Report”), upon stockholder
approval of the full conversion of the Company’s Series C Convertible Preferred Stock (the “Series C Preferred Stock”),
which approval was obtained at the Company’s Special Meeting of Stockholders on May 8, 2023, the Convertible Debt became convertible
into shares of IFP to be then immediately transferred to the Company in exchange for shares of Series C Preferred Stock. Upon the conversion
and exchange of the Convertible Debt, the Lenders received an aggregate of 1,149,273 shares of Series C Preferred Stock, which were then
converted into an aggregate of 172,386 shares of the Company’s common stock. As noted in the May 12 Report, the conversion and
exchange of the Convertible Debt for Series C Preferred Stock is deemed to be effective as of May 9, 2023, the date of the Conversion
Agreements.
The
conversion of the Convertible Debt was automatic for six Lenders, while the remaining two Lenders had the option to convert the Convertible
Debt at their discretion.
The
foregoing description of the form of Conversion Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Conversion Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein
by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure under Item 1.01 above, which is hereby incorporated in this Item 3.02 by reference.
The
issuances of the shares of Series C Preferred Stock and the Company’s common stock 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
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 17, 2023 |
|
|
|
INTELLIGENT
BIO SOLUTIONS INC. |
|
|
|
|
By:
|
/s/
Spiro Sakiris |
|
Name:
|
Spiro
Sakiris |
|
Title: |
Chief
Financial Officer |
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