Intelligent Bio Solutions Announces $10.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Intelligent Bio Solutions (Nasdaq: INBS) entered a private placement to raise approximately $10.0 million in gross proceeds by selling 2,298,850 common shares (or pre-funded warrants) and issuing Series K-1 and K-2 warrants exercisable to purchase up to an additional 2,298,850 shares each at a $4.10 exercise price.

The securities are being sold at a combined purchase price of $4.35 per share (or pre-funded warrant) plus associated warrants, with closing expected on or about January 2, 2026. Ladenburg Thalmann is the exclusive placement agent. Proceeds are intended for working capital and general corporate purposes. The company will file a resale registration statement within 10 calendar days and aims for effectiveness no later than 45 days after the agreement.

Positive

• Gross proceeds of approximately $10.0 million
• Issuance of 2,298,850 common shares (or pre-funded warrants)
• Warrants exercisable immediately with a 5-year term after registration

Negative

• Warrants exercise price of $4.10 is below the $4.35 purchase price, creating dilution risk
• Net proceeds reduced by placement agent fees and offering expenses
• Registration effectiveness required within 45 days, risk if not achieved for resale liquidity

Key Figures

Private placement shares 2,298,850 shares Common stock or pre-funded warrants to be issued in private placement

Purchase price $4.35 per share Combined price per share (or pre-funded warrant) plus K-1 and K-2 warrants

Gross proceeds $10.0 million Expected gross proceeds before fees and expenses from private placement

Warrant exercise price $4.10 per share Exercise price for Series K-1 and Series K-2 warrants

Warrant term 5 years Term after registration statement for warrant shares becomes effective

Filing deadline 10 calendar days Deadline to file initial resale registration statement with SEC

Effectiveness deadline 45 days Outside date to have registration statement declared effective

Cash and cash equivalents $1,660,105 Balance as of quarter ended September 30, 2025 (Form 10-Q)

Market Reality Check

$9.50 Last Close

Volume Volume 105,806,462 is about 2265.26x the 20-day average of 46,708, signaling extreme activity ahead of the financing. high

Technical Price 9.5 is trading below the 200-day MA of 13.21, indicating a weak pre-offering trend.

Peers on Argus

INBS was down 4.65% while peers showed mixed moves: AIMD -2.96%, NXL +3.33%, ALUR -1.6%, NVNO -5%, SINT +5.18%. The extreme volume and financing terms point to a stock-specific reaction rather than a broad medical devices sector move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 18	Strategic partnership	Positive	+18.4%	Non-exclusive alliance with Vlepis to expand non-invasive testing and wearables.
Dec 12	Reverse stock split	Negative	-22.7%	1-for-10 reverse split to address Nasdaq minimum bid price compliance issues.
Nov 20	Conference participation	Neutral	-6.3%	Announcement of participation in Noble Capital Markets emerging growth conference.
Nov 12	Earnings update	Positive	-1.7%	Record fiscal Q1 2026 revenue and margin improvement with new customer growth.
Nov 04	Preliminary revenue	Positive	-9.1%	Preliminary Q1 2026 revenue over $1M with strong YoY and sequential growth.

Pattern Detected

Operational positives (record revenue, growth updates) have often seen negative or muted price reactions, while structural or capital structure events (reverse split, today’s financing) have triggered larger directional moves.

Recent Company History

Over the last few months, INBS has reported record quarterly revenue, preliminary growth above $1.0M, and added 33 new customer accounts, yet shares often fell after these updates. A December 1-for-10 reverse split and Nasdaq bid-price deficiency highlighted listing risk, followed by a positive reaction to a Vlepis partnership. Today’s private placement adds another capital-raising event to this pattern of frequent equity-related actions amid ongoing operating progress and funding needs.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-08-25

INBS has an active S-3/A shelf registration filed on 2025-08-25, expiring on 2028-08-25. The shelf is noted as not yet effective and has been used at least once, with a 424B5 filed on 2025-09-18. This framework supports recurring capital raises like today’s private placement, subject to the shelf’s effectiveness and applicable terms.

Market Pulse Summary

The stock is dropping -19.5% following this news. A negative reaction despite the added $10.0 million of expected gross proceeds fits a pattern where equity-related actions weigh on INBS. Recent history includes a 1-for-10 reverse split and going-concern language in the 10-Q, alongside frequent use of equity and warrants. The at-the-market private placement and new K-series warrants may heighten dilution worries, especially given the already weak technical setup below the 200-day MA.

Key Terms

private placement financial

"entered into a securities purchase agreement with two healthcare focused institutional investors to issue, in a private placement priced"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

pre-funded warrants financial

"2,298,850 shares of common stock (or pre-funded warrants in lieu thereof), Series K-1 warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"Series K-1 warrants to purchase up to an aggregate of 2,298,850 shares of common stock and Series K-2 warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement regulatory

"term of five years following the date a registration statement registering all warrant shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

NEW YORK, Dec. 31, 2025 (GLOBE NEWSWIRE) -- Intelligent Bio Solutions Inc. (“INBS” or the “Company”) (Nasdaq: INBS), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced that it entered into a securities purchase agreement with two healthcare focused institutional investors to issue, in a private placement priced at-the-market under Nasdaq rules, 2,298,850 shares of common stock (or pre-funded warrants in lieu thereof), Series K-1 warrants to purchase up to an aggregate of 2,298,850 shares of common stock and Series K-2 warrants to purchase up to an aggregate of 2,298,850 shares of common stock, at a combined purchase price of $4.35 per share of common stock (or pre-funded warrant) and associated Series K-1warrants and Series K-2 warrants, for expected gross proceeds to INBS of approximately $10.0 million, before deducting placement agent fees and other offering expenses payable by the Company. The Series K-1 warrants and Series K-2 warrants will have an exercise price of $4.10 per share of common stock and will be exercisable immediately upon issuance. The Series K-1 warrants and Series K-2 warrants will each have a term of five years following the date a registration statement registering all warrant shares underlying the Series K-1 warrants and Series K-2 warrants is declared effective by the United States Securities and Exchange Commission (the “SEC”).

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the private placement.

The closing of the private placement is expected to occur on or about January 2, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the private placement for working capital and for general corporate purposes.

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file an initial registration statement with the SEC covering the resale of the shares of common stock to be issued to the investors (including the shares of common stock issuable upon the exercise of the warrants) no later than 10 calendar days following the date of the agreement and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days after the date of such agreement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Intelligent Bio Solutions Inc.

Intelligent Bio Solutions Inc. (NASDAQ: INBS) is a medical technology company delivering intelligent, rapid, non-invasive testing solutions. The Company believes that its Intelligent Fingerprinting Drug Screening System will revolutionize portable testing through fingerprint sweat analysis, which has the potential for broader applications in additional fields. Designed as a hygienic and cost-effective system, the test screens for the recent use of drugs commonly found in the workplace, including opiates, cocaine, methamphetamine, and cannabis. With sample collection in seconds and results in under ten minutes, this technology would be a valuable tool for employers in safety-critical industries. The Company’s current customer segments outside the U.S. include construction, manufacturing and engineering, transport and logistics firms, mining, drug treatment organizations, and coroners.

For more information, visit: http://www.ibs.inc/

Forward-Looking Statements:

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, Intelligent Bio Solutions Inc.'s ability to consummate the proposed transaction described in this press release, develop and commercialize its drug and diagnostic tests, realize commercial benefit from its partnerships and collaborations, and secure regulatory approvals, among others. Although Intelligent Bio Solutions Inc. believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Intelligent Bio Solutions Inc. has attempted to identify forward-looking statements by terminology, including "believes," "estimates," "anticipates," "expects," "plans," "projects," "intends," "potential," "may," "could," "might," "will," "should," "approximately" or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, included in Intelligent Bio Solutions' public filings filed with the Securities and Exchange Commission. Any forward-looking statements contained in this release speak only as of its date. Intelligent Bio Solutions undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

Company Contact:

Intelligent Bio Solutions Inc.
info@ibs.inc

Investor & Media Contact:

Valter Pinto, Managing Director
KCSA Strategic Communications
PH: (212) 896-1254
INBS@kcsa.com

FAQ

What is the size and structure of INBS's private placement announced Dec 31, 2025?

INBS agreed to sell 2,298,850 common shares (or pre-funded warrants) and two series of warrants, for expected gross proceeds of approximately $10.0 million at a combined purchase price of $4.35 per share.

When is the INBS private placement expected to close and who is the placement agent?

The closing is expected on or about January 2, 2026, and Ladenburg Thalmann is acting as the exclusive placement agent.

What are the terms of the Series K-1 and K-2 warrants in the INBS deal?

Each warrant has an exercise price of $4.10, is exercisable immediately upon issuance, and has a 5-year term following effectiveness of the registration statement.

How does INBS plan to use the proceeds from the $10.0 million placement?

The company intends to use net proceeds for working capital and general corporate purposes.

Will INBS register the resale of shares and warrants after the private placement?

Yes; INBS agreed to file an initial resale registration statement within 10 calendar days and use best efforts to have it declared effective no later than 45 days after the agreement.