The
information in this preliminary prospectus supplement and the accompanying prospectus, relating to an effective registration statement
under the Securities Act of 1933, as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or other jurisdiction
where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED FEBRUARY 19, 2025
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-264218
Preliminary
Prospectus Supplement
(to
Prospectus dated April 20, 2022)
Intelligent
Bio Solutions Inc.
[●]
Shares of Common Stock
We
are offering [●] shares of our common stock, par value $0.01 per share, in a firm commitment underwritten public offering.
Our
common stock is listed on The Nasdaq Capital Market under the symbol “INBS.” On February 18, 2025, the last reported
sale price of our common stock on The Nasdaq Capital Market was $2.48 per share.
We
are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we have elected
to comply with certain reduced public company reporting requirements.
You
should read carefully this prospectus supplement and the documents incorporated by reference in this prospectus supplement before you
invest. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-5 of this prospectus
supplement and the risk factors incorporated by reference into this prospectus supplement and the accompanying prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
| | |
| Per
Share | | |
| Total | |
| Public offering price | |
$ | [●] | | |
$ | [●] | |
| Underwriting discounts and commissions (1) | |
$ | [●] | | |
$ | [●] | |
| Proceeds, before expenses, to us | |
$ | [●] | | |
$ | [●] | |
| (1) |
We
have agreed to reimburse the representative of the underwriters for certain of its expenses and to issue unregistered
warrants to purchase shares of common stock to the representative of the underwriters as described under “Underwriting”
on page S-12 of this prospectus supplement. |
We
have granted the underwriters an option to purchase, within 45 days from the date of this prospectus supplement, up to an additional
[●] shares of our common stock at the public offering price less the underwriting discounts and commissions.
As
of February 18, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates, computed by
reference to the price at which the common equity was last sold on February 14, 2025, was $13.2 million based on 5,278,837
shares of outstanding common stock as of such date, of which 5,184,294 were held by non-affiliates. Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our
public float in any 12-month period so long as our public float remains below $75.0 million. During the 12 calendar months prior to and
including the date of this prospectus, we have sold $1,509,789.61 of shares of common stock pursuant to General Instruction I.B.6
of Form S-3.
We
anticipate delivery of the shares of common stock will take place on or about February [●], 2025, subject to the satisfaction of
certain closing conditions.
Sole
Book-Running Manager
Ladenburg
Thalmann
The
date of this prospectus supplement is February [●], 2025
TABLE
OF CONTENTS
We
and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained
in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, and seeking
offers to buy, the shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the shares.
Neither
we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about,
and to observe any restrictions relating to, this offering and the distribution of this prospectus.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings
of public companies in our industry and internal company surveys. These sources may include government and industry sources. Industry
publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable.
Although we believe the industry and market data to be reliable as of the date of this prospectus, this information could prove to be
inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information
cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature
of the data gathering process and other limitations and uncertainties. In addition, we do not know all of the assumptions regarding general
economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein.
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-264218) (the “Registration
Statement”) that we filed with the Securities and Exchange Commission, or SEC, on April 8, 2022, and that was declared effective
by the SEC on April 20, 2022, using a “shelf” registration process. Effective as
of the filing of this prospectus supplement, no additional shares of our common stock will be offered or sold pursuant to the $3,000,000
at the market offering agreement prospectus filed with the SEC on September 18, 2024 (the “at the market offering agreement prospectus”).
The Company will not make any sales of common stock pursuant to the at the market offering agreement prospectus unless and until a new
prospectus supplement is filed with the SEC; however, the At The Market Offering Agreement, dated September 18, 2024 (the “ATM
Agreement”) between the Company and Ladenburg Thalmann & Co. Inc. (“Ladenburg”) remains in full force and effect.
A total of $1,509,790 of shares of common stock have been sold pursuant to the at the market offering agreement prospectus.
This
prospectus supplement and the accompanying prospectus relate to the offering of our common stock. You should read this prospectus supplement,
the accompanying prospectus, the documents incorporated by reference into this prospectus supplement and the accompanying prospectus,
and any free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment
decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus
supplement entitled “Where You Can Find More Information” and “Incorporation by Reference.” These documents contain
important information that you should consider when making your investment decision.
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of the common
stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated
by reference into the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally,
when we refer to this prospectus, we are referring to the combined document consisting of this prospectus supplement and the accompanying
prospectus. To the extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the
information contained in the accompanying prospectus or in any document incorporated by reference into the accompanying prospectus that
was filed with the Securities and Exchange Commission, or SEC, before the date of this prospectus supplement, on the other hand, you
should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement
in another document having a later date, the statement in the document having the later date modifies or supersedes the earlier statement.
We
are responsible for the information contained in, or incorporated by reference into, this prospectus supplement, the accompanying prospectus
and in any free writing prospectus that we may authorize for use in connection with this offering. We have not authorized any other person
to provide you with different information, and we take no responsibility for any other information that others may give you.
We
are not making an offer to sell or soliciting an offer to buy our common stock in any jurisdiction in which an offer or solicitation
is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone to whom it is unlawful
to make an offer or solicitation.
You
should assume that the information appearing in this prospectus supplement, the accompanying prospectus, the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we may authorize for
use in connection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition,
results of operations and prospects may have changed since those dates.
Unless
the context otherwise requires or as otherwise expressly stated, references in this prospectus to the terms the “Company,”
“IBS,” “we,” “our” and “us” or other similar terms mean Intelligent Bio Solutions Inc.,
unless we state otherwise or the context indicates otherwise.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein. This summary does not contain all of the information that you should consider before deciding to invest
in our securities. You should read this entire prospectus supplement and the accompanying prospectus carefully, including the section
entitled “Risk Factors” beginning on page S-5 and our consolidated financial statements and the related notes and the other
information incorporated by reference into this prospectus supplement and the accompanying prospectus, before making an investment decision.
Overview
of our Company
Intelligent
Bio Solutions Inc. and its wholly owned Delaware subsidiary, GBS Operations Inc., were each formed on December 5, 2016, under the laws
of the state of Delaware. The Company’s Australian subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd, was formed on August 4,
2016, under the laws of New South Wales, Australia and was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023. On
October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales. The
Company’s headquarters are in New York, New York.
Intelligent
Bio Solutions Inc. is a medical technology company focused on developing and delivering intelligent, rapid, non-invasive testing and
screening solutions. The Company operates globally with the objective of providing innovative and accessible solutions that improve the
quality of life.
The
Company’s current product portfolio includes:
●
Intelligent Fingerprinting Platform: A proprietary portable platform that analyzes fingerprint sweat using a one-time cartridge and portable
handheld reader. The flagship product from this platform, which is commercially available in certain countries outside of the United
States, is the Intelligent Fingerprinting Drug Screening System (the “IFP System” or “IFP Products”), a two-part
system that consists of non-invasive, fingerprint sweat-based diagnostic testing products designed to detect drugs of abuse including
opiates, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, and buprenorphine. The system comprises a small, tamper-evident
drug screening cartridge onto which ten fingerprint sweat samples are collected in under a minute before the portable analysis unit provides
an on-screen result in under ten minutes. Samples collected with a confirmatory kit can also be sent to a third-party laboratory service
provider for confirmation testing. Customers include safety-critical industries such as construction, transportation and logistics, manufacturing,
engineering, drug treatment organizations in the rehabilitation sector, and judicial organizations.
●
The Biosensor Platform – A biosensor platform we refer to as the Biosensor Platform Technology (“BPT”), or simply the
“Biosensor Platform,” consists of a small, printable modified organic thin-film transistor strip that we license across the
Asia Pacific Region (“APAC Region”) from Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or “Licensor”).
The Biosensor Platform is designed to detect multiple biological analytes by substituting the top enzyme layer of the biosensor to suit
each analyte. This platform technology has the potential to develop a range of Point of Care Tests (“POCT”), including the
modalities of clinical chemistry, immunology, tumor markers, allergens, and endocrinology. We understand that following the appointment
of a liquidator to LSBD, the intellectual property rights licensed by us from the Licensor (LSBD) have reverted to the University of
Newcastle. The Company is in early-stage discussions regarding the potential restructuring of future licensing of BPT and products with
the University of Newcastle. A timeline for these discussions has not yet been established.
Recent
Developments
510(k)
Submission
On
December 18, 2024, the Company announced the submission of its 510(k) premarket notification to the US Food and Drug Administration (FDA)
for clearance following FDA review of its Intelligent Fingerprinting Drug Screening System.
At
The Market Offering Agreement
On
September 18, 2024, the Company entered into the ATM Agreement with Ladenburg.
Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through Ladenburg, as sales agent and/or principal,
shares of the Company’s common stock, with an aggregate sales price of up to $3.0 million. Sales
can be made by any method deemed an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act or, with
the Company’s consent, through privately negotiated transactions.
Ladenburg
will be paid a commission of 3.0% of the gross proceeds of the sale of the shares of the Company’s common stock sold pursuant the
ATM Agreement. In addition, the Company has agreed to reimburse Ladenburg for the fees and disbursements of its counsel, payable upon
execution of the agreement, in an amount not to exceed $75,000. The Company has also agreed to indemnify Ladenburg against certain liabilities.
The Company is not obligated to make any sales under
the ATM Agreement, and any sales will depend on market conditions and the Company’s capital needs. The offering will terminate
upon the sale of shares in an aggregate amount specified in the ATM Agreement or sooner if terminated by either party. The ATM Agreement
can be terminated by the Company with five business days’ notice or by Ladenburg with two business days’ notice.
Subsequent
to the filing of the Company’s Quarterly Report Form 10-Q for the quarter ended December 31, 2024, the Company has sold 471,769
shares of common stock pursuant to its ATM Agreement and raised approximately $787,835 (net of commissions of approximately $24,366.73
paid to Ladenburg) through such sales during this period. As of February 18, 2025, the Company has 5,278,837 shares of common
stock outstanding.
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For so long as
we remain an emerging growth company, we are permitted and intend to rely on certain exemptions from various public company reporting
requirements, including not being required to have our internal control over financial reporting audited by our independent registered
public accounting firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and any golden parachute payments not previously approved.
Company
Information
Our
principal executive offices are located at 135 West, 41st Street, 5th Floor, New York, NY 10036. Our telephone number is (646) 828-8258
and our website address is www.ibs.inc. We do not incorporate by reference into this prospectus supplement the information on our website,
and you should not consider it as part of this prospectus supplement.
THE
OFFERING
| Common
Stock Offered |
|
[●]
shares |
| |
|
|
| Common
Stock to Be Outstanding After This Offering |
|
[●]
shares, assuming no exercise of the over-allotment option granted to the underwriters. |
| |
|
|
| Over-allotment
option |
|
We
have granted a 45-day option to the underwriters to purchase up to [●] additional shares of common stock solely to cover
overallotments, if any. |
| |
|
|
| Representative
Warrants |
|
We
have agreed to issue to the representative warrants to purchase up to [●] shares of common stock (or [●] shares of common
stock assuming the exercise of the over-allotment option in full) as a portion of the compensation payable to the representative
in connection with this offering. The representative warrants will be unregistered, will be immediately exercisable at an exercise
price equal to $[●] per share of common stock and will expire on the fifth anniversary of the commencement of sales
of this offering. The representative warrants and the shares of common stock underlying the representative warrants are being
offered pursuant to the exemptions from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated
thereunder, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. See “Underwriting”
on page S-12. |
| |
|
|
| Use
of Proceeds |
|
We
expect to use the net proceeds of this offering for working capital and for general corporate purposes. See “Use of Proceeds”
on page S-9 of this prospectus supplement for a more complete description of the intended use of proceeds from this offering. |
| |
|
|
| Risk
Factors |
|
Investing
in our securities involves significant risks. Please read the information contained in or incorporated by reference under the heading
“Risk Factors” beginning on page S-5 of this prospectus supplement, and under similar headings in other documents filed
after the date hereof and incorporated by reference into this prospectus supplement and the accompanying prospectus. |
| |
|
|
| Nasdaq
Market Symbol |
|
“INBS”. |
The
number of shares of common stock to be outstanding after this offering is based on 5,278,837 shares of common stock outstanding
as of February 18, 2025, and excludes, as of that date:
| ● |
up to [●] shares of common stock (or [●]
shares of common stock assuming the exercise of the over-allotment option in full) underlying the representative warrants; |
| |
|
| ● |
5,516,754
shares of common stock issuable upon the exercise
of outstanding warrants with a weighted-average exercise price of $16.21 per share and that terminate between 2025 and 2029;
and |
| |
|
| ● |
up
to an aggregate of 25,988 shares of common stock reserved for future issuance under our 2019 Long Term Incentive Plan
(the “2019 Plan”). |
Except
as otherwise indicated, the information in this prospectus assumes no exercise of options or exercise of warrants.
RISK
FACTORS
An
investment in our securities involves risks. We urge you to consider carefully the risks described below, and in the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision, including those risks
identified under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024, as amended,
and under “Item 1A. Risk Factors” in our Quarterly Reports filed since the filing of the Form 10-K, which is incorporated
by reference in this prospectus supplement and which may be amended, supplemented or superseded from time to time by other reports that
we subsequently file with the SEC. Additional risks, including those that relate to any particular securities we offer, may be included
in a future prospectus supplement or free writing prospectus that we authorize from time to time, or that are incorporated by reference
into this prospectus supplement or the accompanying prospectus in connection with this offering. If any of these risks actually occurs,
our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of
our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section below entitled
“Special Note Regarding Forward-Looking Statements.”
Risks
Related to this Offering
You
will experience immediate and substantial dilution in the book value per share of the common stock you purchase in the offering.
Because
the public offering price per share of common stock offered is substantially higher than the net tangible book value per share of our
outstanding common stock, you will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase
in this offering. After giving effect to the sale of [●] shares in this offering at the public offering price of $[●] per
share, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net
tangible book value as of December 31, 2024 would have been approximately $[●] million, or approximately $[●] per share.
This represents an immediate increase in net tangible book value of approximately $[●] per share to our existing stockholders and
an immediate dilution in as adjusted net tangible book value of approximately $[●] per share to purchasers of the shares in this
offering. See “Dilution” on page S-10 of this prospectus supplement for a more detailed discussion of the dilution you will
incur if you purchase shares in this offering.
In
addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible
debt securities, the issuance of these securities could result in further dilution to our stockholders or result in downward pressure
on the price of our common stock.
Our
management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds,
and the proceeds may not be invested successfully.
Our
management will have broad discretion in the application of the net proceeds from this offering, and our stockholders will not have the
opportunity as part of their investment decision to assess whether the net proceeds are being used appropriately. Because of the number
and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially
from their currently intended use. The failure by our management to apply these funds effectively could harm our business. See “Use
of Proceeds” on page S-9 of this prospectus supplement for a description of our proposed use of proceeds from this offering.
We
will need to raise additional capital to fund our operations in the future. If we are unsuccessful in attracting new capital, we may
not be able to continue operations or may be forced to sell assets to do so. Alternatively, capital may not be available to us on favorable
terms, or at all. If available, financing terms may lead to significant dilution of our stockholders’ equity.
We
are not profitable and have had negative cash flow from operations since our inception. To fund our operations and to develop and commercialize
our products (including the BPT and planned applications of Intelligent Fingerprinting Drug Screening System), we have relied primarily
on equity and some debt financing and government support income. The Company believes there is material risk that its cash and cash equivalents
as of December 31, 2024, of $2,242,209 may be insufficient to allow the Company to fund its current operating plan through at least the
twelve months from the issuance of its unaudited condensed consolidated financial statements for the fiscal quarter ended December 31,
2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after
the date of release of these unaudited condensed consolidated financial statements. Accordingly, the Company will be required to raise
additional funds during the next 12 months. However, there can be no assurance that when the Company requires additional financing, such
financing will be available on terms which are favorable to the Company, or at all. If the Company is unable to raise additional funding
to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its research programs and/or limit
or cease its operations. In addition, the Company may be unable to realize its assets and discharge its liabilities in the normal course
of business.
To
obtain the additional capital necessary to fund our operations, we expect to finance our cash needs through public or private equity
offerings, debt financing and/or other capital sources. Even if capital is available, it might be available only on unfavorable terms.
Any additional equity or convertible debt financing into which we enter could be dilutive to our existing stockholders. Any future debt
financing into which we enter may impose covenants upon us that restrict our operations, including limitations on our ability to incur
liens or additional debt, pay dividends, repurchase our stock, make certain investments and engage in certain merger, consolidation or
asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our
stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, we may need to relinquish
rights to our technologies or our products or grant licenses on terms that are not favorable to us. If access to sufficient capital is
not available as and when needed, our business will be materially impaired and we may be required to cease operations, curtail one or
more product development or commercialization programs, scale back or eliminate the development of business opportunities, or significantly
reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all of our assets.
Any of these factors could harm our operating results.
The
public offering price will be set by our board of directors and does not necessarily indicate the actual or market value of our common
stock.
Our
board of directors (or a committee thereof) will approve the public offering price and other terms of this offering after considering,
among other things: the number of shares authorized in our certificate of incorporation; the current market price of our common stock;
trading prices of our common stock over time; the volatility of our common stock; our current financial condition and the prospects for
our future cash flows; the availability of and likely cost of capital of other potential sources of capital; and market and economic
conditions at the time of the offering. The public offering price is not intended to bear any relationship to the book value of our assets
or our past operations, cash flows, losses, financial condition, net worth, or any other established criteria used to value securities.
The public offering price may not be indicative of the fair value of the common stock.
Our
stock price is and may continue to be volatile and you may not be able to resell our securities at or above the price you paid.
The
market price for our common stock is volatile and may fluctuate significantly in response to a number of factors, most of which we cannot
control, such as quarterly fluctuations in financial results or changes in securities analysts’ recommendations could cause the
price of our stock to fluctuate substantially. Each of these factors, among others, could harm your investment in our common stock and
could result in your being unable to resell the common stock that you purchase at a price equal to or above the price you paid. The stock
market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies.
If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.
The
trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us
or our business. If one or more of the analysts who covers us downgrades our stock or publishes inaccurate or unfavorable research about
our business, our stock price may decline. If one or more of these analysts ceases coverage of our company or fails to publish reports
on us regularly, demand for our stock could decrease, which might cause our stock price and trading volume to decline.
If
our shares become subject to the penny stock rules, it may be more difficult to sell our shares.
The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or authorized
for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system). The OTC Bulletin Board does not meet such requirements and if the price of
our shares is less than $5.00 and our shares are no longer listed on a national securities exchange such as Nasdaq, our shares may be
deemed a penny stock. The penny stock rules require a broker-dealer, at least two business days prior to a transaction in a penny stock
not otherwise exempt from those rules, to deliver to the customer a standardized risk disclosure document containing specified information
and to obtain from the customer a signed and date acknowledgment of receipt of that document. In addition, the penny stock rules require
that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive: (i) the purchaser’s written acknowledgment
of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and
dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our shares, and therefore shareholders may have difficulty selling their shares.
Sales
of a significant number of shares of our common stock in the public markets or significant short sales of our common stock, or the perception
that such sales could occur, could depress the market price of our common stock and impair our ability to raise capital.
Sales
of a substantial number of shares of our common stock or other equity-related securities in the public markets, could depress the market
price of our common stock. This offering may contribute to a depressed market price of our common stock. If there are significant short
sales of our common stock, the price decline that could result from this activity may cause the share price to decline more so, which,
in turn, may cause long holders of the common stock to sell their shares, thereby contributing to sales of common stock in the market.
Such sales also may impair our ability to raise capital through the sale of additional equity securities in the future at a time and
price that our management deems acceptable, if at all.
There
is a limited trading market for our common stock, which could make it difficult to liquidate an investment in our common stock, in a
timely manner.
Our
common stock is currently traded on the Nasdaq Capital Market. Because there is a limited public market for our common stock, investors
may not be able to liquidate their investment whenever desired. We cannot assure that there will be an active trading market for our
common stock and the lack of an active public trading market could mean that investors may be exposed to increased risk. In addition,
if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell
our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers
from recommending or selling our common stock, which may further affect its liquidity.
We
do not intend to pay dividends in the foreseeable future.
We
have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends in the foreseeable future. We
expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends
on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations,
financial condition, capital requirements and any contractual restrictions. As such investors in our common stock should not expect to
receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock, if any, to earn
a return on their investment.
The
market price of our common stock has been volatile and may continue to be volatile due to numerous circumstances beyond our control.
The
market price of our common stock has fluctuated, and may continue to fluctuate due to many factors, some of which may be beyond our control.
These factors include, without limitation:
| |
● |
“short
squeezes”; |
| |
● |
comments
by securities analysts or other third parties, including blogs, articles, message boards and social and other media; |
| |
● |
large
stockholders exiting their position in our common stock or an increase or decrease in the short interest in our common stock; |
| |
● |
actual
or anticipated fluctuations in our financial and operating results; |
| |
● |
the
timing and allocations of new product releases; |
| |
● |
shifts
in the timing or content of certain promotions or service offerings; |
| |
● |
acquisition
costs and the integration of companies we acquire or invest in; |
| |
● |
negative
public perception of us, our competitors, or industry; and |
| |
● |
overall
general market fluctuations; and |
| |
● |
actual
or anticipated regulatory approvals or clearance. |
Stock
markets in general and our share price have recently experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of those companies and our company. Investors that purchase our shares of common stock
in this offering may lose a significant portion of their investments if the price of our common stock subsequently declines.
Our
independent registered public accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern
in its report on our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
The
report from our independent registered public accounting firm for the year ended June 30, 2024, includes an explanatory paragraph stating
that our losses from operations and required additional funding to finance our operations raise substantial doubt about our ability to
continue as a going concern for a period of one year after the date the financial statements are issued. If we are unable to obtain sufficient
funding, our business, prospects, financial condition and results of operations will be materially and adversely affected, and we may
be unable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may
receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will
lose all or a part of their investment. If we seek additional financing to fund our business activities in the future and there remains
substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide
additional funding to us on commercially reasonable terms or at all. There can be no assurance that the current operating plan will be
achieved in the time frame anticipated by us, or that our cash resources will fund our operating plan for the period anticipated by the
Company or that additional funding will be available on terms acceptable to us, or at all.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus supplement and the documents incorporated herein by reference contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on our management’s current beliefs, expectations
and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these
forward-looking statements may be found, among other places, in the Sections entitled “Business,” “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” incorporated by reference
from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with
the SEC. This prospectus supplement and the documents incorporated by reference herein also contain estimates and other statistical data
made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number
of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions
and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high
degree of uncertainty and risk.
All
statements, other than statements of historical fact, included or incorporated herein regarding our strategy, future operations, financial
position, future revenues, projected costs, plans, prospects and objectives are forward-looking statements. Words such as “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,”
“think,” “may,” “could,” “will,” “would,” “should,” “continue,”
“potential,” “likely,” “opportunity” and similar expressions or variations of such words are intended
to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. These forward-looking
statements include, but are not limited to, statements about:
| |
● |
our
ability to continue as a going concern; |
| |
● |
our
ability to successfully integrate acquisitions; |
| |
● |
our
ability to successfully develop and commercialize our drug and diagnostic tests; |
| |
● |
our
ability to realize commercial benefit from our partnerships and collaborations; |
| |
● |
our
ability to secure regulatory approvals; |
| |
● |
compliance
with obligations under intellectual property licenses with third parties; |
| |
● |
market
acceptance of our new offerings; |
| |
● |
our
ability to establish or maintain collaborations, licensing or other arrangements; |
| |
● |
our
ability and third parties’ abilities to protect intellectual property rights; |
| |
● |
our
ability to adequately support future growth; and |
| |
● |
our
ability to attract and retain key personnel to manage our business effectively. |
Such
statements are based on currently available operating, financial and competitive information and are subject to various risks, uncertainties
and assumptions that could cause actual results to differ materially from those anticipated or implied in our forward-looking statements
due to a number of factors including, but not limited to, those set forth above under the section entitled “Risk Factors”
in this prospectus supplement. Given these risks, uncertainties and other factors, many of which are beyond our control, you should not
place undue reliance on these forward-looking statements. Except as required by law, we assume no obligation to update these forward-looking
statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus,
even if new information becomes available in the future.
USE
OF PROCEEDS
We
expect that the net proceeds from the sale of the securities that we are offering will be approximately $[●] million, assuming
no exercise of the over-allotment option granted to the underwriters and after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering
for working capital and general corporate purposes.
Pending
application of the net proceeds as described above, we intend to invest the proceeds to us in investment-grade, interest-bearing securities
such as money market funds, certificates of deposit, or direct or guaranteed obligations of the U.S. government, or hold as cash. We
cannot predict whether the proceeds invested will yield a favorable, or any, return.
DIVIDEND
POLICY
Since
our inception, we have not paid any dividends on our common stock, and we currently expect that, for the foreseeable future, all earnings
(if any) will be retained for the development of our business and no dividends will be declared or paid. In the future, our Board of
Directors may decide, at their discretion, whether dividends may be declared and paid, taking into consideration, among other things,
our earnings (if any), operating results, financial condition and capital requirements, general business conditions and other pertinent
facts, including restrictions imposed by foreign jurisdictions on paying dividends or making other payments to us.
DILUTION
If
you invest in our securities in this offering, your ownership interest will be diluted immediately to the extent of the difference between
the public offering price per share, and the as adjusted net tangible book value per share
of our common stock immediately after this offering.
Our
net tangible book value as of December 31, 2024, was approximately $0.3 million, or approximately $0.06 per share. Net
tangible book value is determined by subtracting our total liabilities from our total tangible assets, and net tangible book value per
share is determined by dividing our net tangible book value by the number of shares of our common stock outstanding.
After
giving effect to (i) the issuance of 471,769 shares of our common stock for an aggregate net purchase price of $787,835
pursuant to our ATM Agreement subsequent to December 31, 2024, and (ii) the sale of [●] shares of common stock in this
offering at the public offering price of $[●] per share, and after deducting estimated underwriting discounts and commissions
and estimated offering expenses payable by us (and assuming no exercise of the over-allotment option), our as adjusted net tangible
book value as of December 31, 2024, would have been approximately $[●] million, or approximately $[●] per share. This
represents an immediate increase in net tangible book value of approximately $[●] per share to our existing stockholders and
an immediate dilution of approximately $[●] per share to new investors participating in this offering. The following table
illustrates this dilution on a per share basis:
| Public
offering price per share |
|
|
|
|
|
$ |
[●] |
|
| Historical
net tangible book value per share as of December 31, 2024 |
|
$ |
0.06 |
|
|
|
|
|
| As adjusted net tangible book value per share as of
December 31, 2024, before giving effect to this offering (reflecting the issuance of 471,769 shares pursuant to ATM
Agreement) |
|
$ |
0.21 |
|
|
|
|
|
| Increase
in net tangible book value per share attributable to existing investors in this offering on a pro forma as adjusted
basis |
|
$ |
[●]
|
|
|
|
|
|
| Pro forma net tangible book
value per share as of December 31, 2024, after giving effect to this offering |
|
$ |
[●] |
|
|
|
|
|
Pro
forma as adjusted net tangible book value per share as of December 31, 2024
after giving effect to this offering |
|
|
|
|
|
$ |
[●]
|
|
| Dilution
in net tangible book value per share to new investors on a pro forma as adjusted basis |
|
|
|
|
|
$ |
[●]
|
|
The
above discussion and table are based on 4,807,068 shares of common stock outstanding as of December 31, 2024 and excludes each
of the following as of December 31, 2024:
| ● |
up to [●] shares of common stock (or [●]
shares of common stock assuming the exercise of the over-allotment option in full) underlying the representative warrants; |
| |
|
| ● |
5,516,754
shares of common stock issuable upon the exercise
of outstanding warrants with a weighted-average exercise price of $16.21 per share and that terminate between 2025 and 2029;
and |
| |
|
| ● |
up
to an aggregate of 25,988 shares of common stock reserved for future issuance under our 2019 Plan. |
The
above illustration of dilution per share to investors participating in this offering assumes no exercise of the over-allotment option. In addition, we may choose to raise additional capital depending on market conditions, our capital requirements and strategic
considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional
capital is raised through our sale of equity or convertible debt securities, the issuance of these securities could result in further
dilution to our stockholders.
DESCRIPTION
OF THE SECURITIES WE ARE OFFERING
The
following description of our common stock summarizes the material terms and provisions thereof, including the material terms of the common
stock we are offering under this prospectus supplement and the accompanying prospectus.
Common
Stock
We
have authorized capital stock consisting of 100,000,000 shares of Common
Stock, par value $0.01.
The
holders of our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders,
including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the outstanding
shares of Common Stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so
choose, other than any directors that holders of any of our preferred stock we may issue may be entitled to elect.
Subject
to limitations under Delaware law and preferences that may be applicable to any then outstanding preferred stock, holders of Common Stock
are entitled to receive ratably those dividends, if any, as may be declared by our Board of Directors out of legally available funds.
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Common Stock will
be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of or provision for
all of our debts and other liabilities, subject to the prior rights of any of our preferred stock then outstanding.
Holders
of Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions
applicable to the Common Stock. Our issued and outstanding shares of Common Stock are fully paid and non-assessable.
Anti-Takeover
Effects of Provisions of Our Certificate of Incorporation, Our By-laws and Delaware Law
Some
provisions of Delaware law, our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and
our Amended and Restated By-Laws (the “By-Laws”) contain provisions that could make hostile takeovers, including the following
transactions, more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise;
or the removal of our incumbent officers and directors. As a consequence, they may also inhibit temporary fluctuations in the market
price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect
of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult
to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests,
including transactions which provide for payment of a premium over the market price for our shares.
These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the
benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could
result in an improvement of their terms.
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested stockholders”
from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these
persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder”
is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision
may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors. A Delaware corporation
may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision
in its certificate of incorporation or by-laws resulting from a stockholders’ amendment approved by at least a majority of the
outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts
of us may be discouraged or prevented.
Quotation
Our
common stock is listed on The Nasdaq Capital Market and traded under the symbol “INBS”.
Transfer
Agent
The
transfer agent for our common stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York
10004.
Representative
Warrants
We
have agreed to issue warrants to the representative of the underwriters, or its designees, upon the closing of this offering,
which entitle it to purchase up to [●] shares of common stock (or [●] shares of common stock assuming the exercise of the
over-allotment option in full) (the “representative warrants”). The exercise price of these warrants will be
$[●] per share of common stock. The representative warrants will be unregistered and are exercisable immediately upon issuance,
at any time and from time to time, in whole or in part, during the five-year period commencing from the commencement of sales of this
offering.
The
representative warrants and the shares of common stock underlying the representative warrants are being offered pursuant
to the exemptions from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and
are not being offered pursuant to this prospectus supplement and the accompanying prospectus. A form of the representative warrant
will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into the registration statement of which this
prospectus is part.
UNDERWRITING
We
have entered into an underwriting agreement dated February [●], 2025 with Ladenburg Thalmann & Co. Inc., as the representative
of the underwriters in this offering. Subject to the terms and conditions of the underwriting agreement, the underwriters have agreed
to purchase the number of our shares set forth opposite its name below.
| Underwriters | |
| Number
of
Shares | |
| Ladenburg Thalmann & Co. Inc. | |
| [●] | |
| Total | |
| [●] | |
A
copy of the underwriting agreement will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into the
registration statement of which this prospectus is part.
We
have been advised by the underwriters that they propose to offer the shares of common stock directly to the public at the public offering
price set forth on the cover page of this prospectus. Any shares sold by the underwriters to securities dealers will be sold at
the public offering price less a selling concession not in excess of $[●] per share of common stock.
The
underwriting agreement provides that the underwriters’ obligation to purchase the shares we are offering is subject to conditions
contained in the underwriting agreement.
No
action has been taken by us or the underwriters that would permit a public offering of the shares in any jurisdiction outside
the United States where action for that purpose is required. None of our shares included in this offering may be offered or sold,
directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sales
of any of the shares offering hereby be distributed or published in any jurisdiction except under circumstances that will result
in compliance with the applicable rules and regulations of that jurisdiction. Persons who receive this prospectus are advised to inform
themselves about and to observe any restrictions relating to this offering of shares and the distribution of this prospectus.
This prospectus is neither an offer to sell nor a solicitation of any offer to buy the shares in any jurisdiction where that would
not be permitted or legal.
The
underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.
Underwriting
Discount and Expenses
The
following table summarizes the underwriting discount and commission to be paid to the underwriters by us.
| | |
| Per
Share (1) | | |
| Total
Without Over- Allotment | | |
| Total
With Full Over- Allotment | |
| Public offering price | |
$ | [●] | | |
$ | [●] | | |
$ | [●] | |
| Underwriting discounts and
commissions(2)(3) | |
$ | [●] | | |
$ | [●] | | |
$ | [●] | |
| Proceeds to us, before expenses | |
$ | [●] | | |
$ | [●] | | |
$ | [●] | |
(1)
The public offering price and underwriting discount corresponds, in respect of the shares of a public offering price per share
of common stock of $[●] ($[●] net of the underwriting discount).
(2)
We have also 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 transaction and reimburse the accountable expenses of the representative, including a pre-closing expense allowance
of up to a maximum of $35,000 and an additional closing expense allowance up to a maximum of $110,000.
(3)
We have granted a 45-day option to the underwriters to purchase up to additional [●] shares of common stock at the public offering
price per share of common stock set forth above less the underwriting discounts and commissions solely to cover over-allotments, if any.
We
estimate the total expenses payable by us for this offering to be approximately $[●], which amount includes (i) the underwriting
discount of $[●], (ii) the management fee of $[●], (iii) reimbursement of the accountable expenses of the underwriters, including
the legal fees of the representative, in an amount not to exceed $145,000 and (iv) other estimated company expenses of approximately
$100,000, which includes legal accounting printing costs and various fees associated with the registration and listing of our
securities.
Over-allotment
Option
We
have granted to the underwriters an option exercisable not later than 45 days after the date of this prospectus to purchase up to an
additional [●] shares of common stock at the public offering price per share of common stock set forth above less the underwriting
discounts and commissions. The underwriters may exercise the option solely to cover overallotments, if any, made in connection with this
offering. If any additional shares of common stock are purchased, the underwriters will offer these shares on the same terms as those
on which the other shares are being offered.
Right
of First Refusal
We
have granted to Ladenburg the right of first refusal for a period of eighteen months following the closing of
this offering to act as sole bookrunner, exclusive placement agent or exclusive sales agent in connection with any financing of the Company,
subject to certain conditions.
Listing
Our
shares of common stock are listed on The Nasdaq Capital Market under the symbol “INBS.”
The
last reported sales price of our shares of common stock on February 18, 2025, was $2.48 per share. The actual public offering
price was determined between us, the underwriters and the investors in the offering, and may be at a discount to the current market price
of our common stock.
Lock-up
Period
We
have agreed, in the underwriting agreement, not to sell any shares of our common stock or any securities convertible into or exercisable
or exchangeable into shares of common stock from the date of this prospectus for a period of 15 days following the closing
date of this offering, subject to certain exceptions. The representative may, in its sole discretion and without notice, waive
the terms of this lock-up period. We have also agreed to not issue any securities that are subject to a price reset based on the trading
prices of our common stock or upon a specified or contingent event in the future, or enter into any agreement to issue securities at
a future determined price, for 15 days following the closing date of this offering, subject to exceptions unless
waived at any time without public notice by the representative.
Representative
Warrants
We
have agreed to issue representative warrants to the representative, upon the closing of this offering, which entitle it to purchase
up to [●] shares of common stock (or [●] shares of common stock assuming the exercise of the over-allotment option in
full). The representative warrants will have an exercise price equal to $[●] per share of common stock. The representative
warrants will be unregistered and are exercisable immediately upon issuance, at any time and from time to time, in whole or in part,
during the five-year period commencing from the commencement of sales of this offering.
The
representative warrants and the shares of common stock underlying the representative warrants are being offered pursuant
to the exemptions from registration provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder and
are not being offered pursuant to this prospectus supplement and the accompanying prospectus.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company.
Determination
of Offering Price
Our
common stock is currently traded on The Nasdaq Capital Market under the symbol “INBS.” On February 18, 2025 the closing
price of our common stock was $2.48 per share.
The
public offering price of the shares offered by this prospectus was determined by negotiation between us and the underwriters.
Among the factors that were considered in determining the public offering price were as follows:
| |
● |
our
history and our prospects; |
| |
● |
the
industry in which we operate; |
| |
● |
our
past and present operating results; |
| |
● |
the
previous experience of our executive officers; and |
| |
● |
the
general condition of the securities markets at the time of this offering. |
The
public offering price stated on the cover page of this prospectus should not be considered an indication of the actual value of the shares
of common stock sold in this offering. That price is subject to change as a result of market conditions and other factors and we cannot
assure you that the shares of common stock sold in this offering can be resold at or above the public offering price.
Stabilization,
Short Positions and Penalty Bids
The
underwriters may engage in syndicate covering transactions stabilizing transactions and penalty bids or purchases for the purpose of
pegging, fixing or maintaining the price of our common stock:
| |
● |
Syndicate
covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover
syndicate short positions. Such a naked short position would be closed out by buying securities in the open market. A naked short
position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the
securities in the open market after pricing that could adversely affect investors who purchase in the offering. |
| |
|
|
| |
● |
Stabilizing
transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specific maximum. |
| |
|
|
| |
● |
Penalty
bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate
member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
These
syndicate covering transactions, stabilizing transactions, and penalty bids may have the effect of raising or maintaining the market
prices of our securities or preventing or retarding a decline in the market prices of our securities. As a result the price of our common
stock may be higher than the price that might otherwise exist in the open market. Neither we nor the underwriters make any representation
or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may
be effected on The Nasdaq Capital Market, in the over-the-counter market or on any other trading market and, if commenced, may be discontinued
at any time.
In
connection with this offering, the underwriters also may engage in passive market making transactions in our common stock in accordance
with Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending
through the completion of the distribution. In general, a passive market maker must display its bid at a price not in excess of the highest
independent bid for that security. However, if all independent bids are lowered below the passive market maker’s bid that bid must
then be lowered when specific purchase limits are exceeded. Passive market making may stabilize the market price of the securities at
a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.
Neither
we, nor the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described
above may have on the prices of our securities. In addition, neither we nor the underwriters make any representation that the underwriters
will engage in these transactions or that any transactions, once commenced will not be discontinued without notice.
Other
Relationships
From
time to time, certain of the underwriters and their affiliates may provide in the future, various advisory, investment and commercial
banking and other services to us in the ordinary course of business, for which they will receive customary fees and commissions. The
representative acted as placement agent in connection with our private
placement offering consummated in March 2024 and acts as sales agent in connection with our current ATM Agreement for which it received
and receives compensation.
Indemnification
We
have agreed to indemnify the underwriters against certain liabilities, including certain liabilities arising under the Securities Act,
or to contribute to payments that the underwriters may be required to make for these liabilities.
Electronic
Distribution
A
prospectus in electronic format may be made available on the websites maintained by the underwriters, if any, participating in this offering
and the underwriters may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these
websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or
endorsed by us or the underwriters, and should not be relied upon by investors.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by ArentFox Schiff LLP, Washington, DC. Ellenoff Grossman &
Schole LLP, New York, New York, will act as counsel to the underwriters in connection with this offering.
EXPERTS
The
consolidated financial statements of the Company as of June 30, 2023 and June 30, 2024, and for each of the two years in the period ended
June 30, 2024, incorporated in this prospectus supplement by reference to the Annual Report on Form 10-K for the year ended June 30,
2024, have been so incorporated in reliance on the report of UHY LLP, an independent registered public accounting firm, given on the
authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory
paragraph regarding the Company’s ability to continue as a going concern.
WHERE
YOU CAN FIND MORE INFORMATION
We
file reports, proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is www.sec.gov.
Our
website address is www.ibs.inc. The information on our website, however, is not, and should not be deemed to be, a part of this
prospectus supplement.
This
prospectus supplement and the accompanying base prospectus are part of a registration statement that we filed with the SEC and do not
contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as
provided below. Documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement.
Statements in this prospectus supplement or the accompanying base prospectus about these documents are summaries, and each statement
is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete
description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided
above. Copies of these documents, except for certain exhibits and schedules, will be made available to you without charge upon written
or oral request to:
Intelligent
Bio Solutions Inc.
Attn:
Corporate Secretary
135
West, 41st Street, 5th Floor
New
York, NY 10036
Phone:
(646) 828-8258
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus supplement the information in other documents that we file
with it. This means that we can disclose important information to you by referring you to those documents. The information incorporated
by reference is considered to be a part of this prospectus supplement, and information in documents that we file later with the SEC will
automatically update and supersede information contained in documents filed earlier with the SEC or contained in this prospectus supplement.
We incorporate by reference in this prospectus supplement the documents listed below and any future filings that we may make with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of the offering under this prospectus supplement;
provided, however, that we are not incorporating, in each case, any documents or information deemed to have been furnished and not filed
in accordance with SEC rules:
| |
● |
our
Annual Report on Form
10-K for the year ended June 30, 2024 (filed on September 18, 2024), as amended on Form
10-K/A (filed on February 13, 2025); |
| |
|
|
| |
● |
our
Quarterly Report on Form
10-Q for the quarter ended September 30, 2024 (filed on November 7, 2024); |
| |
|
|
| |
● |
our
Quarterly Report on Form
10-Q for the quarter ended December 31, 2024 (filed on February 13, 2025); |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering(other than current reports furnished under Items 2.02 or 7.01 of Form 8-K and exhibits to such form that are related
to such items unless such Form 8-K expressly provides to the contrary), including all such documents we may file with the SEC after the
date of this prospectus supplement and accompanying prospectus, but excluding any information furnished to, rather than filed with, the
SEC, will also be incorporated by reference into this prospectus supplement and deemed to be part of this prospectus supplement from
the date of the filing of such reports and documents.
You
may obtain a copy of any or all of the documents referred to above, which may have been or may be incorporated by reference into this
prospectus supplement, including exhibits, at no cost to you by writing or telephoning us at the following address:
Intelligent
Bio Solutions Inc.
135
West, 41st Street, 5th
Floor
New
York, NY 10036
Attention:
Corporate Secretary
(646)
828-8258
$100,000,000
GBS
Inc.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
We
may from time to time issue up to $100,000,000 aggregate dollar amount of common stock, preferred stock, debt securities, warrants or
units of securities consisting of some or all of these securities, in any combination, together or separately, in one or more offerings,
in amounts, at prices and on the terms determined at the time of the offering. We will specify in the accompanying prospectus supplement
the terms of the securities to be offered and sold. We may sell these securities directly to you, through underwriters, dealers or agents
we select, or through a combination of these methods. We will describe the plan of distribution for any particular offering of these
securities in the applicable prospectus supplement.
This
prospectus may not be used to consummate a sale of any securities unless it is accompanied by a prospectus supplement.
Our
common stock is listed on The NASDAQ Global Market and is traded under the symbol “GBS”. On April 7, 2022, the closing price
of the common stock, as reported on NASDAQ, was $0.9912 per share.
As
of April 7, 2022, the aggregate market value of our outstanding common stock held by non-affiliates was approximately $14,751,556, based
on 14,882,522 shares of outstanding common stock, of which approximately 14,835,214 shares were held by non-affiliates, and a per share
price of $0.9912 based on the closing sale price of our common stock on April 7, 2022. Pursuant to General Instruction I.B.6. of Form
S-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of
our public float in any twelve-month period so long as our public float remains below $75.0 million. We have not offered any securities
pursuant to General Instruction I.B.6. of Form S-3 during the prior twelve calendar month period that ends on and includes the date of
this prospectus.
Investing
in our securities is highly speculative and involves a high degree of risk. You should purchase these securities only if you can afford
a complete loss of your investment. You should carefully consider the risks and uncertainties described under the heading “Risk
Factors” beginning on page 6 of this prospectus before making a decision to purchase our securities.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is April 20, 2022.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may sell the securities described in this prospectus in one or more offerings
up to a total dollar amount of $100,000,000.
We
have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities under this
shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
That prospectus supplement may include additional risk factors or other special considerations applicable to the securities being offered.
We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. To the extent there
is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the information
in the prospectus supplement, provided that if a statement in any document is inconsistent with a statement in another document having
a later date - for example, a document incorporated by reference in this prospectus or any prospectus supplement - the statement in the
document having the later date modifies or supersedes the earlier statement. You should read both this prospectus and the prospectus
supplement together with the additional information described under “Where You Can Find More Information.”
THIS
PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The
registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information
about us and the securities offered under this prospectus. The registration statement, including the exhibits, can be read at the SEC
website or at the SEC offices mentioned under the heading “Where You Can Find More Information.”
You
should rely only on the information incorporated by reference or provided in this prospectus and the accompanying prospectus supplement.
We have not authorized anyone to provide you with different information. We are not making an offer to sell or soliciting an offer to
buy these securities in any jurisdiction in which the offer or solicitation is not authorized or in which the person making the offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to make the offer or solicitation. You should not assume
that the information in this prospectus or the accompanying prospectus supplement is accurate as of any date other than the date on the
front of the document.
Unless
the context requires otherwise, references to the “Company,” “we,” “our,” and “us,” refer
to GBS Inc. and its subsidiaries, except that such terms refer to only GBS Inc. and not its subsidiaries in the sections entitled “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Warrants,” “Description of the
Debt Securities,” and “Description of the Stock Purchase Contracts and Stock Purchase Units.”
PROSPECTUS
SUMMARY
This
summary provides an overview of selected information contained elsewhere or incorporated by reference in this prospectus and does not
contain all of the information you should consider before investing in our securities. You should carefully read the prospectus, the
information incorporated by reference and the registration statement of which this prospectus is a part in their entirety before investing
in our securities, including the information discussed under “Risk Factors” in this prospectus and the documents incorporated
by reference and our financial statements and notes thereto that are incorporated by reference in this prospectus. As used in this prospectus,
unless the context otherwise indicates, the terms “we,” “our,” “us,” the “Company,” or
“GBS” refer to GBS, Inc., a Delaware corporation.
OUR
COMPANY
We
are a biosensor diagnostic technology company operating across the Asia-Pacific region and an interest in the United States with the
biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic acid diagnostic modalities, and worldwide
with our COV2 test. GBS Inc. and its wholly owned subsidiary, GBS Operations Inc. were formed on December 5, 2016 under the laws of the
State of Delaware. Our headquarters are located in New York City, New York.
Our
objective is to introduce and launch initially the Saliva Glucose Biosensor, or “SGB”, the diagnostic test that stems from
the Biosensor Platform that we license from Life Science Biosensor Diagnostics Pty Ltd, or Life Science Biosensor Diagnostics Pty Ltd
(“LSBD”), in our regions and the COV2 test globally. This will be followed by developing the platform to its full capacity
testing across the diagnostic modalities of Immunology, Hormones, Chemistry, Tumor markers and Nucleic Acid tests.
The
Saliva Glucose Biosensor
The
SGB uses saliva to measure glucose non-invasively. When the SGB interacts with saliva, an electrochemical reaction is initiated that
produces an electrical signal directly correlated to the amount of glucose present in the saliva. This measurement is then converted
into a real-time saliva glucose reading by a software app on a smart device or a dedicated smart reader for those that do not possess
a compliant and compatible smart device. The reading may then be stored in our proprietary cloud-based digital information system.
Self-testing
blood glucose monitors were introduced to the market in the 1970s and, since then, the method of glucose self-monitoring has not meaningfully
changed. The industry remains dominated by invasive methods that ultimately use blood or interstitial fluid to measure glucose. We believe
the methodology of the SGB represents a breakthrough in glucose monitoring as it represents the only non-invasive, painless and cost-effective
saliva-based method of measuring glucose levels. The biosensor technology has been developed over several decades of university-based
scientific research and has been extensively referenced in scientific literature.
The
SGB is an organic transistor, which in its structure embeds the glucose oxidase enzyme (referred to as “GOX”). When the single-use
SGB interacts with saliva it initiates an electrochemical reaction, producing an electrical signal directly correlated to the amount
of glucose present in the saliva. This measurement is then converted into a real-time saliva glucose reading, through the biosensor app
installed on a smart device or a dedicated reader.
In
our development of the Saliva Glucose Test (“SGT”), we aim to go beyond the innovation of changing the sampling medium from
blood to saliva, and further create value for the patient and the payers by decreasing the cost of managing diabetes, improving the outcomes
of the disease and providing convenience in testing methodology. This will be achieved by directly transferring the SGB reading from
the smart device or dedicated reader to our proprietary digital information system, which is cloud-based to enable every patient the
option to create their own medical record where the SGB results will be uploaded.
Our
digital information system is intended to be interfaced to an artificial intelligence system and will be able to, at the patient’s
or authorized care giver’s direction, disseminate patient data to a remote caregiver, a service for consultation or to any other
individual with whom the patient chooses to share his or her glucose level measurements. We believe patients and payers will be able
to leverage our digital information system to decrease cost and improve outcomes and convenience.
The
SGB has been under continuous development for over six years, first by the University of Newcastle, Australia, then by LSBD (our licensor)
and us. The SGB development program is approaching clinical stage which involves:
| |
○ |
generation
of prospective data from the recruitment of 20-40 patients. The initial objective is to explore the relationship between salivary
glucose and plasma glucose as well as the time course between the two. |
| |
○ |
the
development of the algorithm between plasma and salivary glucose. |
| |
○ |
to
confirm the algorithm and generate data for regulatory submission. |
After
analysis of the results from the above, this will progress to the testing needed to verify and validate the final product. This stage
involves implementation of the clinical evidence module, which incorporates the completion of transfer to manufacture, commercial production
of the investigative biosensor devices to commence the clinical evaluation of analytical performance of the device and generate the clinical
evidence necessary to gain regulatory approval.
On
May 1, 2020, LSBD filed a submission with the FDA for the Saliva Glucose Biosensor Diagnostic Test, currently in development as a point-of-care
test intended to replace blood glucose testing for diabetes management. Following the 513(g) submission to the FDA (Submitted May 01,
2020), it was determined that the Company could seek the De Novo application pathway for the Saliva Glucose Biosensor Diagnostic Test,
we were appointed an expert contact person, Acting Branch Chief from the Diabetes Diagnostic Devices Branch. We have further commenced
planning discussions with the FDA Office of In Vitro Diagnostics and Radiological Health and the Office of Product Evaluation and Quality
pertaining to the clinical development and study plan of the Saliva Glucose Biosensor. We expect to leverage synergies from the planned
approval process with the FDA within the Asia-Pacific region, where China has the highest number of people with diabetes., We intend
to apply for regulatory approval in the major jurisdictions across the Asia-Pacific region and at the same time formalize distribution
arrangements in these jurisdictions. .
We
anticipate that the non-invasive nature of saliva-based glucose testing will make patients more amenable to glucose monitoring, with
the expected result of increasing the number of times a patient tests per day. The data generated by the SGB, combined with the interface
of the smart device or dedicated reader with our digital information system and the artificial intelligence feedback, will allow the
patient to achieve better glucose control through a practical understanding of lifestyle factors that affect glucose levels, thereby
helping prevent or delay diabetes complications and ultimately personalizing diabetes management.
Commercialization
We
intend to introduce and launch the test through assignment of a sublicense and or distributors agreements in our licensed jurisdictions.
The development path will also follow the geographical regulatory path, including the North American Markets through our 50% subsidiary
BiosensX (North America) Inc. We have an option to acquire all of the North American license for saliva-based glucose testing from LSBD
for a sum of $5 million. This option expires on 29, March 2023.
Intellectual
Property
Our
business depends on the proprietary biosensor technologies licensed by us from LSBD. LSBD has secured and continues to pursue intellectual
property rights related to this technology in China, the United States and other countries.
Employees
We
have assembled an outstanding team of 14 people, including our 8 employees, our scientific advisory board and personnel at the University
of Newcastle through a collaboration with the institution, to execute on our mission to create next generation non-invasive diagnostic
tools to help patients suffering with diabetes. From time to time, we also contract for various administrative and other services from
LSBD, as required.
December
2020 Initial Public Offering
On
December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 units, consisting of (a) one
share of the Company’s common stock (or, at the purchaser’s election, one share of Series B Convertible Preferred Stock),
(b) one Series A warrant (the “Series A Warrants”) to purchase one share of the Company’s common stock at an exercise
price equal to $8.50 per share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series
B Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $17.00 per share, exercisable
until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions. The public offering
price of the shares sold in the IPO was $17.00 per unit. In aggregate, the units issued in the offering generated $17,732,448 in net
proceeds, which amount is net of $1,714,001 in underwriters’ discount and commissions, and $2,153,564 in offering costs. Offering
costs include underwriters’ warrants to acquire up to 63,529 shares with an exercise price of $18.70 per share, exercisable until
the fifth anniversary of the issuance date. The Company also issued to the underwriter an option, exercisable one or more times in whole
or in part to purchase up to 190,588 additional shares of common stock and/or Series A Warrants to purchase up to an aggregate of 190,588
shares of common stock and/or Series B Warrants to purchase up to an aggregate of 190,588 shares of common stock, in any combinations
thereof, from us at the public offering price per security, less the underwriting discounts and commissions, for 45 days after the date
of the IPO to cover over-allotments, if any (the “Over-Allotment Option”).
Upon
the closing of the IPO, all shares of preferred stock then outstanding were automatically converted into 2,810,190 shares of common stock,
and all convertible notes then outstanding were automatically converted into 710,548 shares of common stock.
Pre-IPO
preferred shareholders were issued warrants following the Company’s completed IPO, that allow the holders to acquire 2,736,675
shares of common stock at the IPO price during year two through to year three following the completion of the IPO. At exercise date,
the shareholder must hold, for each warrant to be exercised, the underlying share of common stock to exercise the warrant. The
warrants are not transferable and apply to the number of shares that were subscribed for.
December
2020 Transactions
On
December 14, 2020, the Company and LSBD, the Company’s parent company, agreed to cancel the previously agreed share repurchase
transaction dated as of December 7, 2020, under which LSBD was to exchange a total of 3,800,000 shares of the Company’s common
stock for a 3-year non-transferrable warrant to purchase 1,900,000 shares of the Company’s shares of common stock. Effective as
of the same date, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development
of applications other than glucose and COVID-19 applications to a maximum of $2 million over a 5-year period, a 5-year non-transferable
warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price of $17.00 per share.
On
December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its
common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock. In addition, the parties
to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to
prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a registration statement
to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock. If and to the
extent the Company fails to, among other things, file such resale registration statement or have it declared as required under the terms
of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated damages payable in cash
in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant to the EA. The EA
and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of the parties.
On
December 18, 2020, LSBD entered into a certain Purchase and Assignment Agreement (the “PAA”) with an institutional accredited
investor (the “Purchaser”) pursuant to which LSBD sold and assigned to the Purchaser 3,000,000 shares of the Series B Convertible
Preferred Stock and assigned to the Purchaser its rights under the EA and the RRA with respect to the such preferred shares for a total
purchase price of $2,000,000. The investor’s Series B Convertible Preferred Stock is convertible into 3,000,000 shares of the Company’s
common stock, subject to beneficial ownership limitation. The price per share of the 3,000,000 shares of common stock issuable upon conversion
of the investor’s Series B Convertible Preferred Stock is $0.67.
The
Purchaser’s obligations are subject to the satisfaction of conditions, including, among others, that immediately following the
time of consummation of the transactions contemplated under the PAA, the IPO is to be consummated. The PAA contains customary representations,
warranties, agreements and obligations of the parties.
CORPORATE
INFORMATION
Our
principal executive offices are located at 420 Lexington Ave, Suite 300, New York, NY 10170. Our telephone number is (646) 828-8258.
The Company’s website address is http://www.gbs.inc. Information contained in, or accessible through, our website does not constitute
part of this prospectus and inclusions of our website address in this prospectus are inactive textual references only.
SECURITIES
WE MAY OFFER
With
this prospectus, we may offer common stock, preferred stock, debt securities, warrants, and/or units consisting of some or all of these
securities in any combination. The aggregate offering price of securities that we offer with this prospectus will not exceed $100,000,000.
Each time we offer securities with this prospectus, we will provide offerees with a prospectus supplement that will contain the specific
terms of the securities being offered. The following is a summary of the securities we may offer with this prospectus.
Common
Stock
We
may offer shares of our common stock, par value $0.01 per share.
Preferred
Stock
We
may offer shares of our preferred stock, par value $0.01 per share, in one or more series. Our board of directors or a committee designated
by the board will determine the dividend, voting, conversion and other rights of the series of shares of preferred stock being offered.
Each series of preferred stock will be more fully described in the particular prospectus supplement that will accompany this prospectus,
including redemption provisions, rights in the event of our liquidation, dissolution or the winding up, voting rights and rights to convert
into common stock.
Debt
Securities
We
may offer general obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock
or preferred stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “debt
securities.” Our board of directors will determine the terms of each series of debt securities being offered. We will issue the
debt securities under an indenture between us and a trustee. In this document, we have summarized general features of the debt securities
from the indenture. We encourage you to read the indenture, which is an exhibit to the registration statement of which this prospectus
is a part.
Warrants
We
may offer warrants for the purchase of debt securities, shares of preferred stock or shares of common stock. We may issue warrants independently
or together with other securities. Our board of directors will determine the terms of the warrants.
Units
We
may offer units consisting of some or all of the securities described above, in any combination, including common stock, preferred stock,
warrants and/or debt securities. The terms of these units will be set forth in a prospectus supplement. The description of the terms
of these units in the related prospectus supplement will not be complete. You should refer to the applicable form of unit and unit agreement
for complete information with respect to these units.
RISK
FACTORS
Before
making an investment decision, you should consider the “Risk Factors” included under Item 1A. of our most recent Annual Report
on Form 10-K and in our updates to those Risk Factors in our Quarterly Reports on Form 10-Q, all of which are incorporated by reference
in this prospectus, as updated by our future filings with the SEC. The market or trading price of our common stock could decline due
to any of these risks. In addition, please read “Forward-Looking Statements” in this prospectus, where we describe additional
uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.
Please note that additional risks not currently known to us or that we currently deem immaterial may also impair our business and operations.
The accompanying prospectus supplement may contain a discussion of additional risks applicable to an investment in us and the particular
type of securities we are offering under that prospectus supplement.
FORWARD-LOOKING
STATEMENTS
Some
of the information in this prospectus, and the documents we incorporate by reference, contain forward-looking statements within the meaning
of the federal securities laws. You should not rely on forward-looking statements in this prospectus, and the documents we incorporate
by reference. Forward-looking statements typically are identified by use of terms such as “anticipate,” “believe,”
“plan,” “expect,” “future,” “intend,” “may,” “will,” “should,”
“estimate,” “predict,” “potential,” “continue,” and similar words, although some forward-looking
statements are expressed differently. This prospectus, and the documents we incorporate by reference, may also contain forward-looking
statements attributed to third parties relating to their estimates regarding the markets we may enter in the future. All forward-looking
statements address matters that involve risk and uncertainties, and there are many important risks, uncertainties and other factors that
could cause our actual results to differ materially from the forward-looking statements contained in this prospectus, and the documents
we incorporate by reference.
You
should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, and the documents
we incorporate by reference, which address additional facts that could cause our actual results to differ from those set forth in the
forward-looking statements. We caution investors not to place significant reliance on the forward-looking statements contained in this
prospectus, and the documents we incorporate by reference. We undertake no obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future developments or otherwise.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered in this
offering. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission.
You may read and copy the registration statement and any other documents we have filed at the Securities and Exchange Commission’s
Public Reference Room 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the Public Reference Room. Our Securities and Exchange Commission filings are also available to the public
at the Securities and Exchange Commission’s Internet site at www.sec.gov.
This
prospectus is part of the registration statement and does not contain all of the information included in the registration statement.
Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and, for
a copy of the contract or document, you should refer to the exhibits that are a part of the registration statement.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those documents. Later information filed with the SEC will update and supersede
this information.
The
following documents are incorporated by reference into this document:
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● |
our
Annual Report on Form
10-K for the year ended June 30, 2021 (filed on September 16, 2021), as amended on Form
10-K/A (filed on September 30, 2021); |
| |
|
|
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● |
our
Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2021 (filed on November 12, 2021); |
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|
|
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● |
our
Quarterly Report on Form
10-Q for the fiscal quarter ended December 31, 2021 (filed on February 11, 2022); |
| |
|
|
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● |
our
Current Reports on Form 8-K filed on August 11, 2021, October
14, 2021, November
3, 2021, November
24, 2021, December
1, 2021, December
16, 2021, February
28, 2022, March
23, 2022, March
24, 2022, and April
1, 2022 (except for information contained therein which is furnished rather than filed); and |
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|
|
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● |
the
description of our common stock, par value $0.01 per share contained in our prospectus forming a part of the Registration Statement
on Form S-1
(File No. 333-252277), originally filed with the U.S. Securities and Exchange Commission on January 1, 2021, as thereafter amended
and supplemented from time to time. |
An
updated description of our capital stock is included in this prospectus under “Description of Common Stock” and “Description
of Preferred Stock”.
We
also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination
of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
We
will provide to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no
cost to the requester, a copy of any and all of the information that is incorporated by reference in this prospectus, including exhibits
which are specifically incorporated by reference into such documents. You may request a copy of these filings, at no cost, by contacting
us at:
GBS
Inc.
Attn:
Corporate Secretary
420
Lexington Ave, Suite 300
New
York, NY 10170
Telephone:
(646) 828-8258
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed
to be modified or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently
filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement.
USE
OF PROCEEDS
We
expect to use the net proceeds from the sale of securities offered by this prospectus and the prospectus supplement for our clinical
trials and preclinical programs, for other research and development activities and for general corporate purposes. These may include
additions to working capital and acquisitions.
If
we decide to use the net proceeds of any offering of securities other than for our clinical trials and preclinical programs, for other
research and development activities and for general corporate purposes, we will describe the use of the net proceeds in the prospectus
supplement for that offering.
DESCRIPTION
OF COMMON STOCK
General
We
have authorized capital stock consisting of 100,000,000 shares of common stock,
par value $0.01.
As
of the date of this prospectus, we have 14,882,522 shares of common stock issued and outstanding.
The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders,
including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the outstanding
shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so
choose, other than any directors that holders of any Preferred Stock we may issue may be entitled to elect.
Subject
to limitations under Delaware law and preferences that may be applicable to any then outstanding preferred stock, holders of common stock
are entitled to receive ratably those dividends, if any, as may be declared by our Board of Directors out of legally available funds.
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our common stock will
be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of or provision for
all of our debts and other liabilities, subject to the prior rights of any Preferred Stock then outstanding.
Holders
of common stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking funds provisions
applicable to the common stock. Our issued and outstanding shares of common stock are fully paid and non-assessable.
Anti-Takeover
Effects of Provisions of Our Certificate of Incorporation, Our By-laws and Delaware Law
Some
provisions of Delaware law, our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and
our Amended and Restated By-Laws (the “By-Laws”) contain provisions that could make hostile takeovers, including the following
transactions, more difficult: an acquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise;
or the removal of our incumbent officers and directors. As a consequence, they may also inhibit temporary fluctuations in the market
price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect
of preventing changes in the composition of our board and management. It is possible that these provisions could make it more difficult
to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests,
including transactions which provide for payment of a premium over the market price for our shares.
These
provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the
benefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could
result in an improvement of their terms.
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested stockholders”
from engaging in a “business combination” with a publicly held Delaware corporation for three years following the date these
persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested
stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder”
is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder
status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includes a merger,
asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision
may have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors. A Delaware corporation
may “opt out” of these provisions with an express provision in its original certificate of incorporation or an express provision
in its certificate of incorporation or by-laws resulting from a stockholders’ amendment approved by at least a majority of the
outstanding voting shares. We have not opted out of these provisions. As a result, mergers or other takeover or change in control attempts
of us may be discouraged or prevented.
Quotation
Our
common stock is listed on The NASDAQ Global Market and traded under the symbol “GBS”.
Transfer
Agent
The
transfer agent for our common stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York
10004.
DESCRIPTION
OF PREFERRED STOCK
General
We
are currently authorized to issue 10,000,000 shares of preferred stock, par value $0.01. Of our preferred stock, 4,500,000 shares have
been designated Series B Convertible Preferred Stock. As of the date of this prospectus, we have no shares of preferred stock outstanding.
Our
Board of Directors currently has the authority, without further action by our stockholders, to issue shares of preferred stock in one
or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could
include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number
of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance
of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive
dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying,
deferring or preventing a change in control of our company or other corporate action.
DESCRIPTION
OF DEBT SECURITIES
General
The
following description sets forth general terms that will apply to the debt securities. We will describe the particular terms of any debt
securities that we offer in the prospectus supplement relating to those debt securities.
The
debt securities will be either our senior debt securities or our subordinated debt securities. The senior debt securities will be issued
under an indenture between us and the trustee named in the indenture. We refer to this indenture as the “senior indenture.”
The subordinated debt securities will be issued under a separate Subordinated Indenture between us and the trustee named in the indenture.
We refer to this indenture as the “subordinated indenture” and, together with the senior indenture, as the “indentures.”
Except as permitted by applicable law, the indentures have been or will be qualified under the Trust Indenture Act of 1939.
We
have filed the forms of the indentures as exhibits to the registration statement. For your convenience, we have included references to
specific sections of the indentures in the descriptions below. Capitalized terms not otherwise defined in this prospectus will have the
meanings given in the indenture to which they relate.
The
following summaries of provisions of the debt securities and the indentures are not complete and are qualified in their entirety by reference
to the provisions of the indentures and the debt securities.
Neither
of the indentures limits the principal amount of debt securities that we may issue. Each indenture provides that debt securities may
be issued in one or more series up to the principal amount that we may authorize from time to time. Each indenture also provides that
the debt securities may be denominated in any currency or currency unit that we designate. In addition, each series of debt securities
may be reopened in order to issue additional debt securities of that series in the future without the consent of the holders of debt
securities of that series. Unless otherwise described in the prospectus supplement relating to a particular offering, neither the indentures
nor the debt securities will contain any provisions to afford holders of any debt securities protection in the event of a takeover, recapitalization
or similar restructuring of our business.
Unless
otherwise described in the prospectus supplement relating to a particular offering, the senior debt securities will rank equally with
all of our other unsecured and unsubordinated debt. The subordinated debt securities will be subordinated to the prior payment in full
of our senior debt securities. We will describe the particular terms of the subordinated debt securities that we offer in the prospectus
supplement relating to those subordinated debt securities.
We
will describe the specific terms relating to each particular series of debt securities in the prospectus supplement relating to the offering
of those debt securities. The terms we will describe in the prospectus supplement will include some or all of the following:
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the
title and type of the debt securities; |
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the
total principal amount or initial offering price of the debt securities; |
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the
date or dates when the principal of the debt securities will be payable; |
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whether
we will have the right to extend the stated maturity of the debt securities; |
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whether
the debt securities will bear interest and, if so, the rate or rates, or the method for calculating the rate or rates, of interest; |
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if
the debt securities will bear interest, the date from which interest will accrue, the dates when interest will be payable and the
regular record dates for these interest payment dates; |
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the
place where the principal, premium, if any, and interest, if any, on the debt securities will be paid, registered debt securities
may be surrendered for registration of transfer, and debt securities may be surrendered for exchange; |
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any
sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities; |
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the
terms and conditions upon which we will have the option or the obligation to redeem the debt securities; |
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the
denominations in which any registered debt securities will be issuable; |
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the
identity of each security registrar and paying agent, and the designation of the exchange rate agent, if any, if other than the trustee; |
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the
portion of the principal amount of debt securities that will be payable upon acceleration of the maturity of the debt securities; |
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the
currency used to pay principal, premium, if any, and interest, if any, on the debt securities, if other than U.S. dollars, and whether
you or we may elect to have principal, premium and interest paid in a currency other than the currency in which the debt securities
are denominated; |
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any
index, formula or other method used to determine the amount of principal, premium or interest on the debt securities; |
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any
changes or additions to the events of default, defaults or our covenants made in the applicable indenture; |
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whether
the debt securities are issuable as registered debt securities or bearer debt securities, whether there are any restrictions relating
to the form in which they are issued and whether bearer and registered debt securities may be exchanged for each other; |
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to
whom interest will be payable |
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if
other than the registered holder (for registered debt securities), |
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if
other than upon presentation and surrender of the related coupons (for bearer debt securities), or |
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if
other than as specified in the indentures (for global debt securities); |
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whether
the debt securities are to be convertible or exchangeable for other securities and, if so, the terms of conversion or exchange; |
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particular
terms of subordination with respect to subordinated debt securities; and |
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any
other terms of the debt securities consistent with the provisions of the applicable indenture. |
We
may issue debt securities as original issue discount securities to be sold at a substantial discount below their principal amount. If
we issue original issue discount securities, then we will describe the material U.S. federal income tax consequences that apply to those
debt securities in the applicable prospectus supplement.
Registration
and Transfer
We
presently plan to issue each series of debt securities only as registered securities. However, we may issue a series of debt securities
as bearer securities, or a combination of both registered securities and bearer securities. If we issue senior debt securities as bearer
securities, they will have interest coupons attached unless we elect to issue them as zero coupon securities. If we issue bearer securities,
we may describe material U.S. federal income tax consequences and other material considerations, procedures and limitations in the applicable
prospectus supplement.
Holders
of registered debt securities may present the debt securities for exchange for different authorized amounts of other debt securities
of the same series and in the same aggregate principal amount at the corporate trust office of the trustee or at the office of any other
transfer agent we may designate for the purpose and describe in the applicable prospectus supplement. The registered securities must
be duly endorsed or accompanied by a written instrument of transfer. The agent will not impose a service charge on you for the transfer
or exchange. We may, however, require that you pay any applicable tax or other governmental charge. If we issue bearer securities, we
will describe any procedures for exchanging those bearer securities for other senior debt securities of the same series in the applicable
prospectus supplement. Generally, we will not allow you to exchange registered securities for bearer securities.
In
general, unless otherwise specified in the applicable prospectus supplement, we will issue registered securities without coupons and
in denominations of $1,000 or integral multiples, and bearer securities in denominations of $5,000. We may issue both registered and
bearer securities in global form.
Conversion
and Exchange
If
any debt securities will be convertible into or exchangeable for our common stock, preferred stock or other securities, the applicable
prospectus supplement will set forth the terms and conditions of the conversion or exchange, including:
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the
conversion price or exchange ratio; |
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the
conversion or exchange period; |
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whether
the conversion or exchange will be mandatory or at the option of the holder or us; |
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provisions
for adjustment of the conversion price or exchange ratio; and |
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provisions
that may affect the conversion or exchange if the debt securities are redeemed. |
Redemption
Unless
otherwise indicated in the applicable prospectus supplement, we may, at our option, redeem any series of debt securities in whole at
any time or in part from time to time. If any series of debt securities are redeemable only on or after a certain date or only upon satisfaction
of additional conditions, the applicable prospectus supplement will specify the date or the additional conditions. Unless otherwise specified
in the applicable prospectus supplement, the redemption price for debt securities will equal 100% of the principal amount plus any accrued
and unpaid interest on those debt securities.
The
applicable prospectus supplement will contain the specific terms on which we may redeem a series of debt securities prior to its stated
maturity. Unless otherwise described in the prospectus supplement relating to a particular offering, we will send a notice of redemption
to holders at least 30 days but not more than 60 days prior to the redemption date. The notice will state:
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the
redemption date; |
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the
redemption price; |
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if
less than all of the debt securities of the series are being redeemed, the particular debt securities to be redeemed (and the principal
amounts, in the case of a partial redemption); |
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that
on the redemption date, the redemption price will become due and payable and any applicable interest will cease to accrue on and
after that date; |
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the
place or places of payment; |
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whether
the redemption is for a sinking fund; and |
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any
other provisions required by the terms of the debt securities of the series that are being redeemed. |
On
or before any redemption date, we will deposit an amount of money with the trustee or with a paying agent sufficient to pay the redemption
price.
Unless
otherwise described in the prospectus supplement relating to a particular offering, if we are redeeming less than all the debt securities,
the trustee will select the debt securities to be redeemed using a method it considers fair and appropriate. After the redemption date,
holders of redeemed debt securities will have no rights with respect to the debt securities except the right to receive the redemption
price and any unpaid interest to the redemption date.
Events
of Default
Unless
otherwise described in the prospectus supplement relating to a particular offering, an “event of default” regarding any series
of debt securities is any one of the following events:
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default
for 30 days in the payment of any interest installment when due and payable; |
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default
in the making of any sinking fund payment when due; |
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default
in the payment of principal or premium (if any) when due at its stated maturity, by declaration, when called for redemption or otherwise; |
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default
in the performance of any covenant in the debt securities of that series or in the applicable indenture for 60 days after notice
to us by the trustee or by the holders of 25% in principal amount of the outstanding debt securities of that series; |
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certain
events of bankruptcy, insolvency and reorganization; and |
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any
other event of default provided with respect to that series of debt securities. |
We
are required to file every year with each trustee an officers’ certificate stating whether any default exists and specifying any
default that exists.
Acceleration
of Maturity
Unless
otherwise described in the prospectus supplement relating to a particular offering, if an event of default has occurred and is continuing
with respect to debt securities of a particular series (except, in the case of subordinated debt securities, defaults relating to bankruptcy
events), the trustee or the holders of not less than 25% in principal amount of outstanding debt securities of that series may declare
the principal amount of outstanding debt securities of that series due and payable immediately.
Unless
otherwise described in the prospectus supplement relating to a particular offering, at any time after a declaration of acceleration of
maturity with respect to debt securities of any series has been made and before a judgment or decree for payment of the money due has
been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series by written
notice to us and the trustee, may rescind and annul the declaration and its consequences if:
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we
have paid or deposited with the trustee a sum sufficient to pay: |
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all
overdue interest on all outstanding debt securities of that series and any related coupons, |
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all
unpaid principal of and premium, if any, on any of the debt securities which has become due otherwise than by the declaration of
acceleration, and interest on the unpaid principal at the rate or rates prescribed in the debt securities, |
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to
the extent lawful, interest on overdue interest at the rate or rates prescribed in the debt securities, and |
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all
sums paid or advanced by the trustee and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents
and counsel; and |
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all
events of default with respect to debt securities of that series, other than the non-payment of amounts of principal, interest or
any premium on the debt securities which have become due solely by the declaration of acceleration, have been cured or waived. |
No
rescission will affect any subsequent default or impair any right consequent thereon.
Waiver
of Defaults
Unless
otherwise described in the prospectus supplement relating to a particular offering, the holders of not less than a majority in principal
amount of the outstanding debt securities of any series may, on behalf of the holders of all the debt securities of the series and any
related coupons, waive any past default under the applicable indenture with respect to the series and its consequences, except a default:
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in
the payment of the principal of or premium, if any, or interest on any debt security of the series or any related coupon, or |
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in
respect of a covenant or provision that cannot be modified or amended without the consent of the holder of each outstanding debt
security of the series affected thereby. |
If
an event of default with respect to debt securities of a particular series occurs and is continuing, the trustee will not be obligated
to exercise any of its rights or powers under the applicable indenture at the request or direction of any of the holders of debt securities
of the series, unless the holders have offered to the trustee reasonable indemnity and security against the costs, expenses and liabilities
that might be incurred by it in compliance with the request.
The
holders of a majority in principal amount of the outstanding debt securities of any series have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the trustee under the applicable indenture, or exercising any trust
or power conferred on the trustee with respect to the debt securities of that series. The trustee may refuse to follow directions in
conflict with law or the indenture that may expose the trustee to personal liability or may be unduly prejudicial to the other, non-directing
holders. Additionally, the trustee may take any other action the trustee deems proper which is not inconsistent with the direction.
Modification
of Indenture
We
and the trustee may, without the consent of any holders of debt securities, enter into supplemental indentures for various purposes,
including:
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to
evidence the succession of another entity to us and the assumption by the successor of our covenants and obligations under the debt
securities and the indenture; |
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establishing
the form or terms of any series of debt securities issued under the supplemental indentures; |
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adding
to our covenants for the benefit of the holders or to surrender any of our rights or powers under the indenture; |
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adding
additional events of default for the benefit of the holders; |
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to
change or eliminate any provisions of the indenture provided that the change or elimination becomes effective only when there is
no debt security outstanding entitled to the benefit of any changed or eliminated provision; |
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to
secure the debt securities; |
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to
cure any ambiguities or correct defective or inconsistent provisions of the indenture, provided that holders of debt securities are
not materially affected by the change; |
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to
evidence and provide for acceptance of a successor trustee; and |
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to
comply with the requirements of the Trust Indenture Act. |
We
and the trustee may, with the consent of the holders of not less than a majority in principal amount of the outstanding debt securities
of all affected series acting as one class, execute supplemental indentures adding any provisions to or changing or eliminating any of
the provisions of the indenture or modifying the rights of the holders of the debt securities of the series. Without the consent of the
holders of all the outstanding debt securities affected thereby, no supplemental indenture may:
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change
the stated maturity of the principal of, or any installment of principal of or interest on, any debt security; |
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reduce
the principal amount of, the rate of interest on or any premium payable upon the redemption of, or change the manner of calculating
the rate of interest on, any debt security; |
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reduce
the amount of the principal of any original issue discount security that would be due and payable upon acceleration of the maturity
of the debt security; |
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change
the place of payment where, or the currency in which, principal or interest on any debt security is payable; |
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impair
the right to institute suit for enforcement of payments; |
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reduce
the percentage in principal amount of the outstanding debt securities of any series, the holders of which must consent to a supplemental
indenture or any waiver of compliance with various provisions of, or defaults and covenants under, the indenture; or |
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modify
any of the provisions described in this section. |
Consolidation,
Merger and Sale of Assets
Unless
otherwise described in the prospectus supplement relating to a particular offering, as provided in the indentures, we may not consolidate
with or merge into any other person, or convey, transfer or lease all or substantially all of our assets to any other person, unless:
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the
person surviving or formed by the transaction is organized and validly existing under the laws of any United States jurisdiction
and expressly assumes our obligations under the debt securities and the indentures; |
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immediately
after giving effect to the transaction, no event of default will have occurred and be continuing under the indentures; and |
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the
trustees under the indentures receive certain officers’ certificates and opinions of counsel. |
Satisfaction
and Discharge
We
may terminate our obligations with respect to debt securities of any series not previously delivered to the trustee for cancellation
when those debt securities:
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have
become due and payable; |
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will
become due and payable at their stated maturity within one year; or |
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are
to be called for redemption within one year under arrangements satisfactory to the indenture trustee for giving notice of redemption. |
We
may terminate our obligations with respect to the debt securities of a series by depositing with the trustee, as trust funds in trust
dedicated solely for that purpose, an amount sufficient to pay and discharge the entire indebtedness on the debt securities of that series.
In that case, the applicable indenture will cease to be of further effect, and our obligations will be satisfied and discharged with
respect to that series (except our obligations to pay all other amounts due under the indenture and to provide certain officers’
certificates and opinions of counsel to the trustee). At our expense, the trustee will execute proper instruments acknowledging the satisfaction
and discharge.
The
Trustees
Any
trustee may be deemed to have a conflicting interest for purposes of the Trust Indenture Act and may be required to resign as trustee
if there is an event of default under the applicable indenture and, as more fully described in Section 310(b) of the Trust Indenture
Act, one or more of the following occurs:
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the
trustee is a trustee under another indenture under which our securities are outstanding; |
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the
trustee is a trustee for more than one outstanding series of debt securities under a single indenture; |
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we
or our affiliates or underwriters hold certain threshold ownership beneficial ownership interest in the trustee; |
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the
trustee holds certain threshold beneficial ownership interests in us or in securities of ours that are in default; |
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the
trustee is one of our creditors; or |
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the
trustee or one of its affiliates acts as an underwriter or agent for us. |
We
may appoint an alternative trustee for any series of debt securities. The appointment of an alternative trustee would be described in
the applicable prospectus supplement.
We
and our affiliates may engage in transactions with the trustee and its affiliates in the ordinary course of business.
Governing
Law
Each
of the indentures are, and the related senior debt securities and subordinated debt securities will be, governed by and construed under
the internal laws of the State of New York.
DESCRIPTION
OF THE WARRANTS
We
may issue warrants to purchase debt securities, preferred stock or common stock. We may offer warrants separately or together with one
or more additional warrants, debt securities, shares of preferred stock or common stock, or any combination of those securities in the
form of units, as described in the applicable prospectus supplement. If we issue warrants as part of a unit, the prospectus supplement
will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date.
We may issue the warrants under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all as
described in the prospectus supplement. If we issue the warrants under warrant agreements, the warrant agent will act solely as our agent
in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of warrants.
We
will describe the particular terms of any warrants that we offer in the prospectus supplement relating to those warrants. Those terms
may include the following:
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the
specific designation and aggregate number of warrants, and the price at which we will issue the warrants; |
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the
currency or currency units in which the offering price, if any, and the exercise price are payable; |
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the
date on which the right to exercise the warrants will begin and the date on which the right will expire or, if the warrants are not
continuously exercisable throughout that period, the specific date or dates on which they are exercisable; |
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whether
the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these
forms; |
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any
applicable material United States federal income tax considerations; |
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the
identity of the warrant agent, if any, for the warrants and of any other depositaries, execution or paying agents, transfer agents,
registrars or other agents; |
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the
designation, aggregate principal amount, currency, denomination and terms of any debt securities that may be purchased upon exercise
of the warrants; |
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the
designation, amount, currency, denominations and terms of any preferred stock or common stock purchasable upon exercise of the warrants; |
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if
applicable, the designation and terms of the debt securities, preferred stock or common stock with which the warrants are issued
and the number of warrants issued with each security; |
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if
applicable, the date from and after which the warrants and the related debt securities, preferred stock or common stock will be separately
transferable; |
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the
principal amount of debt securities or the number of shares of preferred stock or common stock purchasable upon exercise of any warrant
and the price at which those shares may be purchased; |
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provisions
for changes to or adjustments in the exercise price; |
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if
applicable, the minimum or maximum number of warrants that may be exercised at any one time; |
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information
with respect to any book-entry procedures; |
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any
anti-dilution provision of the warrants; |
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any
redemption or call provisions; and |
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any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Each
warrant will entitle the holder thereof to purchase such number of shares of common stock or preferred stock or other securities at the
exercise price as will in each case be set forth in, or be determinable as set forth in, the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants will become void. Warrants may be exercised as set forth in the applicable
prospectus supplement relating to the warrants offered thereby. Upon receipt of payment and the warrant certificate properly completed
and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement,
we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate
are exercised, a new warrant certificate will be issued for the remaining warrants.
DESCRIPTION
OF UNITS
We
may issue, in one or more series, units comprised of shares of our common stock or preferred stock, warrants to purchase common stock
or preferred stock, debt securities or any combination of those securities. Each unit will be issued so that the holder of the unit is
also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of
each included security.
We
may evidence units by unit certificates that we issue under a separate agreement. We may issue the units under a unit agreement between
us and one or more unit agents. If we elect to enter into a unit agreement with a unit agent, the unit agent will act solely as our agent
in connection with the units and will not assume any obligation or relationship of agency or trust for or with any registered holders
of units or beneficial owners of units. We will indicate the name and address and other information regarding the unit agent in the applicable
prospectus supplement relating to a particular series of units if we elect to use a unit agent.
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including: (i) the designation
and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may
be held or transferred separately; (ii) any provisions of the governing unit agreement that differ from those described herein; and (iii)
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units.
The
other provisions regarding our common stock, preferred stock, warrants and debt securities as described in this section will apply to
each unit to the extent such unit consists of shares of our common stock, preferred stock, warrants and/or debt securities.
PLAN
OF DISTRIBUTION
We
may sell the securities covered by this prospectus in one or more of the following ways from time to time:
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to
or through underwriters or dealers for resale to the purchasers; |
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directly
to purchasers; |
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through
agents or dealers to the purchasers; or |
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through
a combination of any of these methods of sale. |
In
addition, we may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate that third parties may sell
securities covered by this prospectus and the prospectus supplement, including in short sale transactions, in connection with those derivatives.
If so, the third party may use securities we pledge or that are borrowed from us or others to settle those sales or to close out any
related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related
open borrowings of stock. The third party in those sale transactions will be an underwriter and, if applicable, will be identified in
the prospectus supplement (or a post-effective amendment thereto).
A
prospectus supplement with respect to each series of securities will include, to the extent applicable:
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the
terms of the offering; |
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the
name or names of any underwriters, dealers, remarketing firms, or agents and the terms of any agreement with those parties, including
the compensation, fees, or commissions received by, and the amount of securities underwritten, purchased, or remarketed by, each
of them, if any; |
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the
public offering price or purchase price of the securities and an estimate of the net proceeds to be received by us from any such
sale, as applicable; |
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
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the
anticipated delivery date of the securities, including any delayed delivery arrangements, and any commissions we may pay for solicitation
of any such delayed delivery contracts; |
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that
the securities are being solicited and offered directly to institutional investors or others; |
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any
discounts or concessions to be allowed or reallowed or to be paid to agents or dealers; and |
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any
securities exchange on which the securities may be listed. |
Any
offer and sale of the securities described in this prospectus by us, any underwriters, or other third parties described above may be
effected from time to time in one or more transactions, including, without limitation, privately negotiated transactions, either:
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at
a fixed public offering price or prices, which may be changed; |
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at
market prices prevailing at the time of sale; |
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at
prices related to prevailing market prices at the time of sale; or |
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at
negotiated prices. |
Offerings
of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions at other
than a fixed price, either:
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on
or through the facilities of the NASDAQ Global Market or any other securities exchange or quotation or trading service on which those
securities may be listed, quoted, or traded at the time of sale; and/or |
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to
or through a market maker otherwise than on the NASDAQ Global Market or those other securities exchanges or quotation or trading
services. |
Those
at-the-market offerings, if any, will be conducted by underwriters acting as our principal or agent, who may also be third-party sellers
of securities as described above.
In
addition, we may sell some or all of the securities covered by this prospectus through:
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purchases
by a dealer, as principal, who may then resell those securities to the public for its account at varying prices determined by the
dealer at the time of resale or at a fixed price agreed to with us at the time of sale; |
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block
trades in which a dealer will attempt to sell as agent, but may position or resell a portion of the block as principal in order to
facilitate the transaction; and/or |
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ordinary
brokerage transactions and transactions in which a broker-dealer solicits purchasers. |
Any
dealer may be deemed to be an underwriter, as that term is defined in the Securities Act of 1933 of the securities so offered and sold.
In
connection with offerings made through underwriters or agents, we may enter into agreements with those underwriters or agents pursuant
to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection
with these arrangements, the underwriters or agents also may sell securities covered by this prospectus to hedge their positions in any
such outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received
from us under those arrangements to close out any related open borrowings of securities.
We
may loan or pledge securities to a financial institution or other third party that in turn may sell the loaned securities or, in any
event of default in the case of a pledge, sell the pledged securities using this prospectus and the applicable prospectus supplement.
That financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous
offering of other securities covered by this prospectus.
We
may solicit offers to purchase the securities covered by this prospectus directly from, and we may make sales of such securities directly
to, institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to
any resale of such securities.
The
securities may also be offered and sold, if so indicated in a prospectus supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms acting as principals
for their own accounts or as agents for us.
If
indicated in the applicable prospectus supplement, we may sell the securities through agents from time to time. We generally expect that
any agent will be acting on a “best efforts” basis for the period of its appointment.
If
underwriters are used in any sale of any securities, the securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by underwriters. Unless otherwise stated in a prospectus supplement, the obligations
of the underwriters to purchase any securities will be conditioned on customary closing conditions, and the underwriters will be obligated
to purchase all of that series of securities, if any are purchased.
Underwriters,
dealers, agents, and remarketing firms may at the time of any offering of securities be entitled under agreements entered into with us
to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect
to payments that the underwriters, dealers, agents, and remarketing firms may be required to make. Underwriters, dealers, agents, and
remarketing agents may be customers of, engage in transactions with, or perform services in the ordinary course of business for us and/or
our affiliates.
Any
underwriters to whom securities covered by this prospectus are sold by us for public offering and sale, if any, may make a market in
the securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time without notice.
LEGAL
MATTERS
ArentFox
Schiff LLP, Washington, DC, will pass upon the validity of the securities offered by this prospectus for us. Legal matters will be passed
upon for any underwriters, dealers or agents by counsel named in the applicable prospectus supplement.
EXPERTS
The
audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated
by reference in reliance upon the report of BDO Audit Pty Ltd, independent registered public accountants, upon the authority of said
firm as experts in accounting and auditing.
Prospectus
Supplement
Intelligent
Bio Solutions Inc.
[●]
Shares of Common Stock
Ladenburg
Thalmann
February
[●], 2025
Intelligent Bio Solutions (NASDAQ:INBS)
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