INTELLIGENT BIO SOLUTIONS INC. — Regulatory Filings 2024

Jan 12, 2024

S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on January 12, 2024

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

Registration Statement

under

The Securities Act of 1933

INTELLIGENT BIO SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware	82-1512711
(State
or other jurisdiction of incorporation
or organization)	(I.R.S.
employer identification
no.)

142 West, 57th Street, 11th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan

(Full title of the plan)

Harry Simeonidis

President and Chief Executive Officer

142 West, 57 th Street, 11th Floor

New York, NY 10019

(Name and address of agent for service)

(646) 828-8258

(Telephone number, including area code, of agent for service)

With a copy to:

Ralph V. De Martino, Esq.

Johnathan C. Duncan, Esq.

ArentFox Schiff LLP

901 K Street NW, Suite 700

Washington, DC 20001

Tel: (202) 724-6848

Fax: (202) 778-6460

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer ☐ | | Accelerated
filer ☐ |
| --- | --- | --- |
| Non-accelerated
filer ☒ | (Do
not check if a smaller | Smaller
reporting company ☒ |
| | reporting
company) | |
| | | Emerging
growth company ☒ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

Intelligent Bio Solutions Inc. (the “Registrant”) has prepared this registration statement on Form S-8 (the “Registration Statement”) to register an additional 1,475,000 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), for issuance under the Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (the “2019 Plan”).

On February 8, 2023, the stockholders of the Registrant approved an amendment to the 2019 Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 25,000 shares to 75,000 shares; and on May 8, 2023, the stockholders of the Registrant approved an amendment to the 2019 Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 75,000 shares to 125,000 shares.

On December 13, 2023, the stockholders of the Registrant approved an amendment to the 2019 Plan to increase the number of shares of Common Stock authorized for issuance thereunder from 125,000 shares to 1,600,000 shares. This Registration Statement registers the additional 1,475,000 shares of the Registrant’s common stock added to the 2019 Plan.

Accordingly, pursuant to General Instruction E to Form S-8, the contents of the earlier registration statements on Form S-8 concerning the 2019 Plan filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2022 (Registration File No. 333-266571) and on May 31, 2023 (Registration File No. 333-272305) (the “Prior Registration Statements”) are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate.

All share amounts in this Registration Statement have been adjusted to reflect the 1–for-20 reverse split of the Registrant’s Common Stock effected February 9, 2023.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Securities and Exchange Commission, other than any portions of the respective filing that were furnished, pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than filed:

| ● | the
Registrant’s Annual Report on Form 10-K for the year ended June 30, 2023 (filed on August 23, 2023); |
| --- | --- |
| ● | the
Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed on November 8, 2023); |
| ● | the
Registrant’s Current Reports on Form 8-K and any amendments on Form 8-K/A filed on: January 4, 2024 , December
21, 2023 , December
18, 2023 , December
14, 2023 , November
17, 2023 , November
6, 2023 , October
4, 2023 , July
26, 2023 , and July
3, 2023 ; |
| ● | the
Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 16, 2023; and |
| ● | the
description of the Registrant’s Common Stock contained in the Registrant’s registration statement Form 8-A filed with
the Commission on December 22, 2020 (File No. 001-39825) and any amendments or reports filed for the purpose of updating such description. |

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 8. Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 4.1 | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to the Registrant’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). |
| 4.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of GBS Inc. (now known as Intelligent Bio Solutions Inc.), as filed with the Secretary of State of Delaware on October 26, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 27, 2022). |
| 4.3 | Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 9, 2023). |
| 4.4 | Amended and Restated Bylaws of Intelligent Bio Solutions Inc., as amended as of October 26, 2022 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 27, 2022). |
| 4.5 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on September 19, 2019). |
| 4.6 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). |
| 4.7 | Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Preferred Stock, filed with the Delaware Secretary of State on October 3, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 4, 2023). |
| 4.8 | Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). |
| 4.9 | Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). |
| 4.10 | Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). |
| 4.11 | Form LSBD Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). |
| 4.12 | Form of Representative Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023). |
| 4.13 | Form of Warrant (Series D) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). |
| 4.14 | Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). |
| 4.15 | Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023). |

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4.16	Form of Series E Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023).
4.17	Form of Series F Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023).
4.18	Form of Representative Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023).
4.19	Warrant Agency Agreement, dated as of October 4, 2023, between Intelligent Bio Solutions Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023).
4.20	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.13 to the Registrant’s Annual Report on Form 10-K filed with the Commission on August 23, 2023).
4.21	Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended December 13, 2023) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on December 14, 2023).
5.1*	Opinion of ArentFox Schiff LLP
23.1*	Consent of UHY LLP
23.2*	Consent of BDO Audit Pty Ltd.
23.3*	Consent of ArentFox Schiff LLP (contained in the Opinion filed as Exhibit 5).
24.1*	Powers of Attorney (contained on the signature pages hereto).
107*	Filing Fee Table

• Filed herewith.

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Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however , that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sydney, Australia, on January 12, 2024.

| INTELLIGENT
BIO SOLUTIONS INC. | |
| --- | --- |
| (Registrant) | |
| By: | /s/
Harry Simeonidis |
| | Harry
Simeonidis |
| | President
and Chief Executive Officer |

POWER OF ATTORNEY

Each person whose signature appears below appoints Stephen Boyages and Harry Simeonidis or either one of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any pre-effective or post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that any of said attorneys shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/
Harry Simeonidis	President
and Chief Executive Officer	January
12, 2024
Harry
Simeonidis	(Principal
Executive Officer)
/s/
Spiro Sakiris	Chief
Financial Officer (Principal Financial Officer	January 12, 2024
Spiro
Sakiris	and
Principal Accounting Officer)
/s/
Stephen Boyages	Chairman,
Director	January 12,
2024
Stephen
Boyages
/s/
Lawrence Fisher	Director	January 12, 2024
Lawrence
Fisher
/s/
Jonathan Hurd	Director	January
12, 2024
Jonathan
Hurd
/s/Jason
Isenberg	Director	January 12, 2024
Jason
Isenberg
/s/
Christopher Towers	Director	January 12, 2024
Christopher
Towers

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