智睿生物解决方案股份有限公司美股招股说明书（2025-09-18版）

Intelligent Bio Solutions, Inc. On September 18, 2024, we entered into a certain At The Market Offering Agreement (“ATM Agreement”), with LadenburgThalmann & Co. Inc. (“Ladenburg”) relating to shares of our common stock, $0.01 par value per share, offered by this prospectussupplement. In accordance with the terms of the ATM Agreement, we may offer and sell shares (the “Shares”) of our common stockhaving an aggregate offering price of up to $1,211,174, from time to time through Ladenburg, acting as our sales agent or principal. The ATM Agreement provides that we may issue and sell through or to Ladenburg, as sales agent and/or principal, from timeto time during the term of the ATM Agreement and on the terms set forth therein, up to the lesser of such number of shares of commonstock, that does not exceed (a) the number or dollar amount of shares of common stock registered on our effective universal shelfregistration statement on Form S-3 (File No 333-286489), pursuant to which the offering is being made, (b) the number of authorizedbut unissued shares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange ofany of our outstanding securities or otherwise reserved from our authorized capital stock), or (c) the number or dollar amount of sharesof common stock that would cause us or the offering of the Shares to not satisfy the eligibility and transaction requirements for use ofForm S-3, including, if applicable, General Instruction I.B.6 of Form S-3. As of the date of this prospectus supplement, we have sold an aggregate of $2,525,784 of our common stock under the ATMAgreement pursuant to our prior universal shelf registration statement dated April20, 2022 (File No. 333-264218) (the “PriorRegistration Statement”) which included a base prospectus (the “Prior Base Prospectus”), as supplemented by the prospectussupplements dated September 18, 2024, and March 11, 2025 (the “Prior ATM Prospectuses,” and together with the Prior BaseProspectus, the “Prior Prospectuses”). As a result of the expiration of the Prior Registration Statement, we will not make any additionalsales of our common stock under the Prior Registration Statement or the Prior Prospectuses. However, because the ATM Agreementremains in full force and effect, we are filing this prospectus supplement under our new universal shelf registration statement on FormS-3 (File No. 333-286489), pursuant to which we will make future sales of our common stock. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). If authorized by usin writing, Ladenburg may also sell shares of our common stock in negotiated transactions at market prices prevailing at the time ofsale or at prices related to such prevailing market prices. If we and Ladenburg agree on any method of distribution other than sales ofshares of our common stock on or through the Nasdaq Capital Market (“Nasdaq”) or another existing trading market in the UnitedStates at market prices, we will file a further prospectus supplement providing all information about such offering as required by Rule424(b) under the Securities Act. Ladenburg is not required to sell any specific number or dollar amount of securities but will act as asales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed termsbetween Ladenburg and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Ladenburg for sales of common stock sold pursuant to the ATM Agreement will be equal to 3.0% of thegross proceeds of any shares of common stock sold under the ATM Agreement, in addition to the reimbursement of certain expenses(see Plan of Distribution”). In connection with the sale of the common stock on our behalf, Ladenburg will be deemed to be an“underwriter” within the meaning of the Securities Act and the compensation of Ladenburg will be deemed to be underwritingcommissions or discounts. We have also agreed to provide indemnification and contribution to Ladenburg with respect to certainliabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of September 17, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or our publicfloat, was approximately $20,210,877, which amount is based on 8,982,612 outstanding shares of common stock held by non-affiliatesand a per share price of $2.25 on July 22, 2025, which was the highest closing sale price of our common stock on Nasdaq within 60days of the filing date of this supplement. Accordingly, under the terms of the ATM Agreement, we may offer and sell pursuant to thisprospectus supplement shares of common stock having an aggregate offe