Intelligent Bio Solutions Inc美股招股说明书(2025-02-21版)

We are offering 1,304,348 shares of our common stock, par value $0.01 per share, in a firm commitment underwritten publicoffering. Our common stock is listed on The Nasdaq Capital Market under the symbol “INBS.” On February 18, 2025, the last reportedsale 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 haveelected to comply with certain reduced public company reporting requirements. You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement 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 theaccompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to reimburse the representative of the underwriters for certain of its expenses and to issue unregistered warrants topurchase shares of common stock to the representative of the underwriters as described under “Underwriting” on page S-12 of thisprospectus supplement. We have granted the underwriters an option to purchase, within 45 days from the date of this prospectus supplement, up to anadditional 195,652 shares of our common stock at the public offering price less the underwriting discounts and commissions. As of February 19, 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 19, 2025, was $13.68 million based on5,278,837 shares of outstanding common stock as of such date, of which 5,184,294 were held by non-affiliates. Pursuant to GeneralInstruction 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 calendarmonths prior to and including the date of this prospectus, we have sold $1,509,789.61 of shares of common stock pursuant to GeneralInstruction I.B.6 of Form S-3. We anticipate delivery of the shares of common stock will take place on or about February 21, 2025, subject to thesatisfaction of certain closing conditions. Sole Book-Running Manager Ladenburg Thalmann The date of this prospectus supplement is February 20, 2025 TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTS-1PROSPECTUS SUMMARYS-2THE OFFERINGS-4RISK FACTORSS-5SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSS-8USE OF PROCEEDSS-9DIVIDEND POLICYS-9DILUTIONS-10DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-10UNDERWRITINGS-12LEGAL MATTERSS-16EXPERTSS-16WHERE YOU CAN FIND MORE INFORMATIONS-16INCORPORATION BY REFERENCES-17PROSPECTUSABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2OUR COMPANY2CORPORATE INFORMATION5SECURITIES WE MAY OFFER5RISK FACTORS6FORWARD-LOOKING STATEMENTS6WHERE YOU CAN FIND MORE INFORMATION6INCORPORATION OF CERTAIN INFORMATION BY REFERENCE6USE OF PROCEEDS8DESCRIPTION OF COMMON STOCK8DESCRIPTION OF PREFERRED STOCK9DESCRIPTION OF DEBT SECURITIES9DESCRIPTION OF THE WARRANTS16DESCRIPTION OF UNITS18PLAN OF DISTRIBUTION18LEGAL MATTERS20EXPERTS20 We and the underwriters have not authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibilityfor, 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 thisprospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of theshares. Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to informyourself 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 studiesand surveys, filings of public companies in our industry and internal company surveys. These sources may include government andindustry sources. Industry publications and s