Intelligent Bio Solutions Inc美股招股说明书(2026-03-23版)

Intelligent Bio Solutions, Inc. Up to $3,966,316 of Shares of Common Stock 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 $3,966,316, 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 shelf registrationstatement on Form S-3 (File No 333-286489), pursuant to which the offering is being made, (b) the number of authorized but unissuedshares of common stock (less the number of shares of common stock issuable upon exercise, conversion or exchange of any of ouroutstanding securities or otherwise reserved from our authorized capital stock), or (c) the number or dollar amount of shares ofcommon 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. 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(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). If authorizedby us in writing, Ladenburg may also sell shares of our common stock in negotiated transactions at market prices prevailing at the timeof sale or at prices related to such prevailing market prices. If we and Ladenburg agree on any method of distribution other than salesof shares 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 March 23, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or our publicfloat, was approximately $18,572,023, which amount is based on 1,910,702 outstanding shares of common stock held by non-affiliatesand a per share price of $9.72 on January 22, 2026, which was the highest closing sale price of our common stock on Nasdaq within60 days of the filing date of this supplement. Accordingly, under the terms of the ATM Agreement, we may offer and sell pursuant tothis prospectus supplement shares of common stock having an aggregate offering price of up to $3,966,316, from time to time to orthrough Ladenburg, acting as our sales agent or principal, subject to compliance requirements to use of Form S-3, including GeneralInstruction I.B.6 of Form S-3. We have sold approximately $2,224,357 of securities pursuant to General Instruction I.B.6. of Form S-3during the 12-calendar month period ending on and including the date of this supplement. We are filing this supplement to update the maximum amount of shares that we are eligible to sell pursuant to the ATMAgreement under General Instruction I.B.6. As a result of these limitations, as of the date of this supplement, shares of common stockhaving an aggregate gross sales price of up to $3,966,316 remain available for offer and sale under the ATM Agreement. If our public float subsequently increases such that we could sell additional amounts of our common stock pursuant toGeneral Instruction I.B.6. of Form S-3,