智睿生物解决方案有限公司美股招股说明书(2025-09-11版)

4,147,616 Shares of Common StockIssuable upon Exercise of Outstanding Warrants This prospectus relates to the resale, from time to time, by the selling stockholders (the “Selling Stockholders”) identified inthis prospectus under the caption “Selling Stockholders,” of up to 4,046,456 shares of our common stock issuable upon exercise ofcertain outstanding common stock purchase warrants, the Series J Warrants, issued to the Selling Stockholders in a warrantinducement transaction (the “Warrant Inducement Transaction”) in which the Selling Stockholders received the Series J Warrants (alsoreferred to as “Inducement Warrants”) to purchase up to a number of shares of our common stock equal to 200% of the number ofwarrant shares issued pursuant to the exercise or prepayment of certain existing warrants. In addition, 101,160 shares of common stock are issuable upon the exercise of warrants (the “July Placement AgentWarrants” and together with the Series J Warrants, the “Warrants”) issued to our placement agent, Ladenburg Thalmann & Co. Inc.(“Ladenburg” or “Placement Agent”), and its designees in connection with the Warrant Inducement Transaction. The Placement Agentand its designees are also Selling Stockholders under this prospectus. The Series J Warrants (Inducement Warrants) were issued on July 28, 2025, have an initial exercise price equal to $1.90 pershare, will be exercisable at any time on or after the date the Company receives the Warrant Stockholder Approval (defined below),and will expire five and one-half (5.5) years from the date of issuance. The July Placement Agent Warrants were issued on July 28,2025, have an initial exercise price equal to $2.375 per share, will be exercisable at any time on or after the date the Company receivesthe Warrant Stockholder Approval, and will expire five and one-half (5.5) years from the date of issuance. Upon the Company’s receiptof the Warrant Stockholder Approval, the Series J Warrants will be exercisable into an aggregate of up to 4,046,456 shares of commonstock, subject to adjustment, and the July Placement Agent Warrants will be exercisable into an aggregate of up to 101,160 shares ofcommon stock, subject to adjustment. The Company has agreed to hold an annual or special meeting of stockholders or file an information statement as soon aspossible after the date of the Inducement Agreements, and no later than ninety (90) days following the date of the InducementAgreements, for the purpose of obtaining such approval as may be required by the applicable rules and regulations of the NasdaqStock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of shares underlying theSeries J Warrants and the July Placement Agent Warrants upon the exercise thereof (the “Warrant Stockholder Approval”). See “Prospectus Summary – Warrant Inducement Transaction” for additional information regarding the Warrant InducementTransaction, the Series J Warrants and the July Placement Agent Warrants. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale ofshares of common stock by the Selling Stockholders. We will receive proceeds from any cash exercise of the warrants, which, ifexercised in cash with respect to all of the 4,147,616 shares of common stock offered hereby, would result in gross proceeds to us of amaximum of approximately $7.9 million; however, we cannot predict when and in what amounts or if the warrants will be exercisedand it is possible that the warrants may expire and never be exercised, in which case we would not receive any cash proceeds. TheSelling Stockholders may sell the shares of our common stock offered by this prospectus from time to time on terms to be determinedat the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption“Plan of Distribution” on page 10. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time ofsale, at prices related to prevailing market price or at negotiated prices. We are paying the cost of registering the shares of common stock covered by this prospectus as well as various relatedexpenses. Each Selling Stockholder is responsible for all selling commissions, transfer taxes and other costs related to the offer andsale of its shares. Our common stock is listed on the Nasdaq Capital Market and traded under the symbol “INBS.” On September 10, 2025, theclosing price of the common stock, as reported on Nasdaq was $1.70 per share. There is no established public trading market for theSeries J Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for a listing of the Series JWarrants on any national securities exchange. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act and we have elected to comply withcertain reduced public company reporting requirements. Yo