智睿生物解决方案有限公司美股招股说明书(2026-01-21版)

6,896,550 Shares of Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis anaggregate of 6,896,550 shares of our common stock. The 6,896,550 shares of common stock offered for resale hereby were acquired by the Selling Stockholders in a private placementtransaction pursuant to a securities purchase agreement by and among us and the Selling Stockholders, dated December 31, 2025 (the“Purchase Agreement”), of which (i) 105,000 shares of our common stock (the “Shares”) are outstanding and held by the SellingStockholders, (ii) 2,193,850 shares of common stock are issuable upon exercise of our Series L Pre-Funded Common Stock PurchaseWarrants (the “Pre-Funded Warrants”) held by the Selling Stockholders, (iii) 2,298,850 shares of common stock are issuable uponexercise of our Series K-1 Common Stock Purchase Warrants (the “Series K-1 Warrants”) held by the Selling Stockholders, and (iv) The Pre-Funded Warrants, the K-1 Warrants, and the K-2 Warrants are referred to collectively herein as the “Warrants”. We areregistering the Shares and the shares of common stock issuable upon exercise of the Warrants on behalf of the Selling Stockholders, to We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by the SellingStockholders of such shares. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Sales of the shares by the Selling Stockholders may occur at fixed prices, at market prices prevailing at the time of sale, at pricesrelated to prevailing market prices, at negotiated prices and/or at varying prices determined at the time of sale. The SellingStockholders may sell shares directly or to or through underwriters, broker-dealers or agents, who may receive compensation in theform of discounts, concessions or commissions from the Selling Stockholders, the purchasers of the shares, or both. The SellingStockholders may sell any, all or none of the securities offered by this prospectus and we do not know when or in what amount the 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 and Our common stock is listed on the Nasdaq Capital Market and traded under the symbol “INBS.” On January 20, 2026, theclosing price of our common stock, as reported on the Nasdaq Capital Market was $13.81 per share. There is no established publictrading market for the Series K-1 Warrants or Series K-2 Warrants, and we do not expect a market to develop. In addition, we do not 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. You should read this prospectus, together with additional information described under the headings “Incorporation ofCertain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 6 ofthis prospectus for a discussion of risks that should be considered in connection with an investment in our securities. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. TABLE OF CONTENTS ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the Securities and Exchange Commission (the “SEC”)pursuant to which the Selling Stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares ofour common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by This prospectus and the documents incorporated by reference into this prospectus include important information about us, thesecurities being offered and other information you should know before investing in our securities. You should not assume that theinformation contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus orthat any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated byreference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in thisprospectus. We have not, and the Selling Stockholders have not, authorized anyone to give any infor