Intelligent Bio Solutions (NASDAQ: INBS) boosts revenue but warns on going concern
Intelligent Bio Solutions Inc. reported strong revenue growth but continued losses for the quarter and nine months ended March 31, 2026. Revenue rose to $1.06 million for the quarter and $3.07 million for nine months, representing approximately 46% and 39% increases over the prior-year periods, driven by new customers and higher cartridge reorders. Gross margin improved to about 50% for the quarter and 49% for nine months as volumes and product mix shifted toward higher-margin consumables.
Despite this, the company posted a nine‑month net loss of $8.55 million and used $8.74 million of cash in operating activities. Cash and cash equivalents were $6.86 million as of March 31, 2026, with shareholders’ equity of $8.75 million. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next 12 months without additional financing and expects ongoing operating losses.
To support liquidity, the company raised capital through an at‑the‑market program and warrant exercises, and completed a December 2025 private placement with gross proceeds of about $10.0 million. Common shares outstanding increased to 2,391,846 as of May 12, 2026, reflecting significant equity issuance.
Positive
- Rapid top-line and margin improvement: Revenue grew to $1.06 million for the quarter and $3.07 million for nine months, representing approximately 46% and 39% increases year over year, with gross margin rising into the high-40s to low-50s percentage range.
Negative
- Going concern risk and heavy cash burn: A nine‑month net loss of $8.55 million, $8.74 million of operating cash outflow, cash of $6.86 million, and management’s explicit “substantial doubt” language indicate a material risk to the company’s ability to continue without additional financing.
- Significant dilution from equity financing: Common shares outstanding increased from 732,326 at June 30, 2025 to 2,391,846 by May 12, 2026, driven by ATM issuance, warrant exercises, and a ~$10.0 million private placement, materially diluting existing shareholders.
Insights
Revenue and margins are improving, but cash burn and going concern risk remain high.
Intelligent Bio Solutions is showing meaningful commercial traction. Revenue grew to $1.06 million for the March quarter and $3.07 million for nine months, with management citing approximately 46% and 39% year‑over‑year increases. Gross margin also improved into the high‑40s to low‑50s percentage range as higher‑margin cartridge sales expanded.
However, profitability is still distant. The company recorded a nine‑month net loss of $8.55 million and operating cash outflows of $8.74 million, leaving $6.86 million in cash at March 31, 2026. Management explicitly concludes that these conditions raise substantial doubt about the ability to continue as a going concern without new funding.
To bolster liquidity, the company executed an at‑the‑market program, warrant inducement transactions, and a December 2025 private placement with roughly $10.0 million in gross proceeds, driving common shares outstanding from 732,326 at June 30, 2025 to 2,001,173 at March 31, 2026 and 2,391,846 by May 12, 2026. Future results will depend on sustaining revenue growth while managing dilution and securing additional capital on acceptable terms.
Key Figures
Key Terms
going concern financial
At-the-Market Offering financial
contribution margin financial
Series L Pre-Funded Warrants financial
R&D tax refund financial
510(k) submission regulatory
Earnings Snapshot
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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the quarterly period ended
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Table of Contents
| Page | ||
| PART I. | FINANCIAL INFORMATION | 3 |
| Item 1. | Financial Statements (unaudited) | |
| Condensed Consolidated Balance Sheets | 3 | |
| Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss) | 4 | |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity | 5 | |
| Condensed Consolidated Statements of Cash Flows | 6 | |
| Notes to Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 26 |
| Item 4. | Controls and Procedures | 26 |
| PART II. | OTHER INFORMATION | 28 |
| Item 1. | Legal Proceedings | 28 |
| Item 1A. | Risk Factors | 28 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 |
| Item 3. | Defaults Upon Senior Securities | 29 |
| Item 4. | Mine Safety Disclosures | 29 |
| Item 5. | Other Information | 29 |
| Item 6. | Exhibits | 30 |
| Signatures | 31 | |
| 2 |
PART I. FINANCIAL INFORMATION
Intelligent Bio Solutions Inc.
Condensed Consolidated Balance Sheets
| As of March 31, | As of June 30, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Research and development tax incentive receivable | ||||||||
| Assets held for sale | - | |||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Current portion of operating lease liabilities | ||||||||
| Current employee benefit liabilities | ||||||||
| Notes payable | - | |||||||
| Total current liabilities | ||||||||
| Employee benefit liabilities, less current portion | ||||||||
| Operating lease liabilities, less current portion | - | |||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 10) | - | |||||||
| Shareholders’ equity | ||||||||
| Common stock, $ | ||||||||
| Treasury stock, at cost, | ( | ) | ( | ) | ||||
| Additional paid-in capital* | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total consolidated Intelligent Bio Solutions Inc. equity | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| * |
| 3 |
Intelligent Bio Solutions Inc.
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)*
(Unaudited)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue (exclusive of amortization shown separately below) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||||||
| Other income | ||||||||||||||||
| Government support income | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Development and regulatory approval expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of long-lived assets | ( | ) | - | ( | ) | - | ||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense), net | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Realized foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Total other income (expense), net | ||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to Intelligent Bio Solutions Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation gain (loss) | ( | ) | ( | ) | ||||||||||||
| Total other comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per share, basic and diluted* | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average shares outstanding, basic and diluted* | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| * |
| 4 |
Intelligent Bio Solutions Inc.
Condensed Consolidated Statements of Changes in Shareholders’ Equity*
(Unaudited)
| Shares | Amount | Shares | Amount | capital | deficit | income (loss) | interest | equity | ||||||||||||||||||||||||||||
| Common stock | Treasury stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Non- controlling |
Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | income (loss) | interest | equity | ||||||||||||||||||||||||||||
| Balance, June 30, 2025* | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs At-the-Market Offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, September 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs At-the-Market Offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised, net of issuance costs | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of restricted shares to employees | - | - | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Share based compensation expense | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Common stock | Treasury stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Non- controlling | Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | deficit | income (loss) | interest | equity | ||||||||||||||||||||||||||||
| Balance, June 30, 2024* | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Issuance of common stock upon exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock awards issued to employees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs At-the-Market Offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, September 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs At-the-Market Offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of restricted stock to vendors | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Common stock issued for warrants exercised, net of issuance costs | - | - | ( | ) | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of common stock, net of issuance costs At-the-Market Offerings | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance, March 31, 2025 | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
| Balance | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| * |
| 5 |
Intelligent Bio Solutions Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| 2026 | 2025 | |||||||
| Nine Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment of long-lived assets | - | |||||||
| Inventory write-downs | - | |||||||
| Provision for product warranties | - | |||||||
| Stock-based compensation | ||||||||
| Non-cash adjustment on R&D expenditure claims | ( | ) | ||||||
| Non-cash other operating activities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Grant receivable / deferred grant income | - | ( | ) | |||||
| Research and development tax incentive receivable | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Long-term employee benefit liabilities | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Proceeds from sale of assets held for sale | - | |||||||
| Purchase of property and equipment | ( | ) | - | |||||
| Amount invested on construction in progress | - | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock, net of issuance costs | ||||||||
| Proceeds from issuance of common stock for warrants exercised, net of issuance costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rates on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Equity issuance costs in accounts payable and accrued expenses | $ | $ | ||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
Intelligent Bio Solutions Inc.
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS
Intelligent Bio Solutions Inc. (formerly known as GBS Inc.) and its wholly owned Delaware subsidiary, GBS Operations Inc., were each formed on December 5, 2016, under the laws of the state of Delaware. The Company’s Australian subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd, (formerly known as Glucose Biosensor Systems (Greater China) Pty Ltd) was formed on August 4, 2016, under the laws of New South Wales, Australia. On October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales. Our headquarters are in New York City.
Unless context requires or indicates otherwise, the terms “we,” “us,” “our,” “Company,” or “INBS” refer to Intelligent Bio Solutions Inc. together with its consolidated subsidiaries.
Intelligent Bio Solutions Inc. is a medical technology company focused on developing and delivering intelligent, rapid, non-invasive testing and screening solutions. The Company operates globally with the objective of providing innovative and accessible solutions that improve the quality of life.
Reverse Stock Split
December 2025 Reverse Stock Split
On
December 12, 2025, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect, as
of 11:59 p.m., December 15, 2025, a
Unless otherwise indicated, all issued and outstanding shares of common stock, per share amounts and outstanding equity instruments and awards exercisable into common stock contained in the unaudited condensed consolidated financial statements of the Company and notes thereto have been retroactively adjusted to reflect the 2025 Reverse Stock Split for all prior periods presented.
NOTE 2. LIQUIDITY AND GOING CONCERN
Through
March 31, 2026, the Company has financed its operations primarily through proceeds from public offerings and private placements of equity
securities, warrant inducement transactions, existing trade and shareholder financing arrangements, and the incurrence of debt. The Company
incurred net losses of $
The Company expects to continue to incur operating losses for the foreseeable future and does not anticipate generating positive cash flows from operating activities in the near term. The Company’s ability to achieve profitability depends on, among other things, the successful completion of regulatory approval processes in the United States and other markets, expansion of its revenue base into target markets, and the continued development and commercialization of its products. The achievement of these objectives is subject to significant risks and uncertainties, and there can be no assurance that they will be achieved within the next 12 months from the issuance date of these unaudited condensed consolidated financial statements.
The
Company has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about its ability to continue
as a going concern within one year from the issuance date of these unaudited condensed consolidated financial statements. Management
believes there is a material risk that the Company’s cash and cash equivalents of approximately $
While the Company intends to obtain additional funding through equity or debt financings, strategic collaborations, or other arrangements, there can be no assurance that such funding will be available on acceptable terms, or at all. If the Company is unable to obtain additional financing when needed, it may be required to delay, reduce, or curtail the scope of its operations and development activities.
Accordingly, these conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
| 7 |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three and nine months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended June 30, 2025, which was filed with the SEC on August 15, 2025 (the “2025 Form 10-K”).
The unaudited condensed consolidated financial statements and notes thereto give retrospective effect to the December 2025 Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units, warrants, and per share amounts contained in the unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the December 2025 Reverse Stock Split for all periods presented.
Principles of consolidation
These unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated.
All significant inter-company transactions and balances have been eliminated upon consolidation.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Management continually evaluates the estimates and judgments it uses. These estimates and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties that management believes will materially affect the methodology or assumptions utilized in making these estimates and judgments in these unaudited condensed consolidated financial statements.
Significant estimates inherent in the preparation of the accompanying unaudited condensed consolidated financial statements include the useful lives and impairments of long-lived assets, realizability of inventory, the allocation of transaction price among various performance obligations, fair value of warrants, realization of deferred tax assets and related uncertain tax positions, valuation of stock-based compensation awards and the allowance for credit losses. Actual results could materially differ from these judgments and estimates under different assumptions or conditions.
| 8 |
Segment Reporting
Accounting Standard Codification (“ASC”) 280, Segment Reporting, defines operating segments as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer performs the function that allocates resources and assesses performance, and thus serves as the Company’s CODM. The CODM reviews the assets, operating results, and financial metrics for four geographic segments:
| ● | Americas consists of North America and South America |
| ● | United Kingdom consists of England, Scotland, Northern Ireland and Wales |
| ● | Asia Pacific (“APAC”) consists of Southeast Asia and Oceania |
| ● | Rest of World consists of all other countries |
The CODM decides how to allocate resources based on a review of financial information presented on a consolidated basis accompanied by disaggregated information about revenue by product types, other income and long-lived assets for the purpose of allocating resources and evaluating financial performance for each geographic region. Accordingly, there are four reportable segments.
Accounts Receivable and Allowances for Credit Losses
Accounts
receivable primarily arise out of sales to customers. The allowance for credit losses is an amount equal to the estimated probable
losses net of recoveries in accounts receivable using the incurred loss methodology. After considering current economic conditions
and financial stability of its customers, an allowance for credit losses is maintained at a level which management believes is
sufficient to cover all probable future credit losses as of the balance sheet date based on specific reserves and an expectation of
future economic conditions that might impact collectability. Accounts receivable are carried net of allowances for credit losses as
of March 31, 2026 and June 30, 2025. Account balances are charged off against the allowance when all reasonable attempts to collect
have failed. Actual write-offs may be in excess of the Company’s estimated allowance. The allowance for credit losses was
$
Stock-Based Compensation
The Company measures compensation cost for all equity awards for employees, directors and non-employees at their grant-date fair value and recognizes compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period. The grant-date fair value of restricted stock awards is determined using the Company’s closing stock price on the date of grant. Forfeitures are recognized as they occur.
Stock-based compensation expense for an award with a performance condition is recognized when the achievement of the performance condition has been determined to be probable. If the outcome of such performance condition has not been determined to be probable, no compensation expense is recognized.
The Company classifies stock-based compensation expense in its condensed consolidated statements of operations and other comprehensive income (loss) in the same manner in which the award recipient’s salary and related costs are classified in the case of employees, or in which the award recipient’s service payments are classified in the case of directors and non-employees.
As
of March 31, 2026, we have one long-term equity incentive plan: the 2019 Long Term Equity Incentive Plan (the “2019
Plan”). The 2019 Plan provides for the issuance of up to
Concentration of credit risk
The
Company places its cash and cash equivalents, which may at times be in excess of Australia’s Financial Claims Scheme, the U.K.
Financial Services Compensation Scheme or the U.S. Federal Deposit Insurance Corporation insurance limits, with high credit quality financial
institutions and attempts to limit the amount of credit exposure with any one institution. The amounts over these insured limits as of
March 31, 2026 and June 30, 2025 were $
Major
Customer - One customer accounted for
Major
Supplier - The Company’s largest suppliers accounted for
| 9 |
Assets held for sale
Long-lived assets (including disposal groups) are classified as “Assets held for sale” when all of the applicable criteria are met in accordance with ASC 360-10-45-9.
Assets and liabilities held for sale are presented separately within the condensed consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying value or fair value less costs to sell. Depreciation of property and equipment is not recorded while these assets are classified as assets held for sale. The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the carrying value of the disposal group recorded in other expense, net in condensed consolidated statements of operations. We measured assets held for sale at fair value based on level 1 inputs. See Note 6—Assets Held for Sale for further information.
During
fiscal 2025, the Company determined that assets purchased for a manufacturing facility that was under development would not be used in
the facility and there was no alternative use thus management commenced the sale of the equipment, which met the criteria to be held
for sale. The assets were reclassified as assets held for sale in the Company’s condensed consolidated balance sheet as of June 30, 2025. As a result, the Company
evaluated the assets to ensure they were recorded at the lower of their carrying value or fair value less costs to sell. The quantitative
impairment test included a comparison of estimated sales proceeds less cost to sell to the carrying value of the assets. As a result,
the Company recognized an impairment loss of $
Subsequent
to June 30, 2025, the Company recorded an impairment loss of $
Disaggregated revenue
The following table disaggregates the Company’s revenue by product type:
SCHEDULE OF DISAGGREGATES REVENUE BY PRODUCT TYPE
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales of goods - cartridges | $ | $ | $ | $ | ||||||||||||
| Sales of goods - readers | ||||||||||||||||
| Other sales - accessories | ||||||||||||||||
| Total revenue | $ | $ | $ | $ | ||||||||||||
Government support income
The following table disaggregates the Company’s government support income by type:
SCHEDULE OF GOVERNMENT SUPPORT INCOME
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Grant income | $ | - | $ | $ | - | $ | ||||||||||
| Research and development (“R&D”) tax refund | ||||||||||||||||
| Total government support income | $ | $ | $ | $ | ||||||||||||
Foreign currency
The Company’s reporting currency is the U.S. Dollar (“USD”). The functional currency for each foreign subsidiary included in these unaudited condensed consolidated financial statements is the applicable local currency of each entity.
For each entity whose functional currency is not the USD, assets and liabilities are translated into USD using the exchange rate in effect on the balance sheet date and revenue and expenses are translated into USD using the average rate in effect for the period. Translation gains and losses are recorded as a foreign currency translation adjustment as a component of other comprehensive income (loss), which is a component of accumulated other comprehensive income (loss) on the accompanying unaudited condensed consolidated balance sheets.
Cash flows are also translated at average translation rates for the periods; therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
R&D tax refund
The Company measures the research and development grant income and receivable by calculating the time spent by employees and the costs paid to external service providers on eligible research and development activities. The research and development tax refund receivable is recognized as the Company believes that there is reasonable assurance the amount will be recovered in full through future claims.
Intellectual property acquired for a particular research and development project that has no alternative future uses (in other research and development projects or otherwise) is expensed in research and development costs at the time the costs are incurred.
In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.
| 10 |
Recent Accounting Pronouncements
As an emerging growth company, the Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act, which permits the Company to adopt certain accounting standards on the effective dates applicable to private companies, unless the Company ceases to qualify as an emerging growth company earlier.
Pending Adoption:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. The ASU is effective for annual periods beginning after December 15, 2024, and interim periods within annual periods beginning after December 15, 2025, with early adoption permitted. Because the Company has elected the extended transition period available to emerging growth companies, the Company expects to adopt ASU 2023-09 for the fiscal year beginning July 1, 2026, unless it ceases to qualify as an emerging growth company earlier.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to enhance transparency of the nature and function of expenses, primarily through additional disclosures of certain cost and expenses. ASU 2024-03 will be effective for our annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We expect the adoption of this ASU will have no impact on our financial position or our results of operations but will result in additional disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (ASC Topic 326), which amends the credit losses guidance. Specifically, the ASU provides a practical expedient whereby an entity can assume that current conditions as of the balance sheet date will not change for the remaining life of the asset (e.g., the account receivable). This guidance is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of this standard on the unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The standard improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The ASU also provides additional guidance on what disclosures should be provided in interim reporting periods. The new guidance will become effective for annual reporting periods beginning on January 1, 2028, and interim reporting periods beginning on January 1, 2029, will require either prospective or retrospective presentation, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The standard represents changes to the FASB ASC that (1) clarify, (2) correct errors, or (3) make minor improvements so the FASB ASC is easier to understand and apply. The new guidance will become effective for annual and interim periods beginning on January 1, 2027, with early adoption permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.
The Company did not adopt any accounting standards during the period that had a material impact on its unaudited condensed consolidated financial statements. Other accounting standards issued by the FASB that are not yet effective are not expected to have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.
| 11 |
NOTE 4. SEGMENT INFORMATION
The following tables set forth the Company’s revenue, government support income, net income (loss) and long-lived assets and inventories by operating and reportable segments.
SCHEDULE OF REVENUE, GOVERNMENT SUPPORT INCOME, NET LOSS AND LONG LIVED ASSETS AND INVENTORIES
A) Revenue, government support income and net loss
| Revenue | 2026 | 2025(1) | 2026 | 2025(1) | ||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| Revenue | 2026 | 2025(1) | 2026 | 2025(1) | ||||||||||||
| United Kingdom | $ | $ | $ | $ | ||||||||||||
| APAC | ||||||||||||||||
| Americas | ||||||||||||||||
| Rest of world | ||||||||||||||||
| Total Revenue | $ | $ | $ | $ | ||||||||||||
| Government Support Income | ||||||||||||||||
| United Kingdom | $ | $ | $ | $ | ||||||||||||
| APAC | ||||||||||||||||
| Total Government Support Income | $ | $ | $ | $ | ||||||||||||
| Net Income (Loss) | ||||||||||||||||
| United Kingdom | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| APAC | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Americas | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Rest of world | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (1) |
B) Long-lived assets and inventories
| Long-lived assets, net | March 31, 2026 | June 30, 2025 | ||||||
| United Kingdom | $ | $ | ||||||
| APAC | ||||||||
| Total Long-Lived Assets | $ | $ | ||||||
| Inventories | ||||||||
| United Kingdom | $ | $ | ||||||
| APAC | ||||||||
| Total Inventories | $ | $ | ||||||
| Total Long-Lived Assets and Inventories | $ | $ | ||||||
The Company’s segment revenue, segment expenses, segment net income (loss), and a reconciliation of the total reportable segment’s net income (loss) to the consolidated net income (loss) are as follows:
| United Kingdom | APAC | Americas | Rest of world | Total | United Kingdom | APAC | Americas | Rest of world | Total | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | Nine Months Ended March 31, 2026 | |||||||||||||||||||||||||||||||||||||||
| United Kingdom | APAC | Americas | Rest of world | Total | United Kingdom | APAC | Americas | Rest of world | Total | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Add: Government support income | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Less: Cost of revenue (exclusive of amortization shown separately below) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Development and regulatory approval expenses | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | - | - | ( | ) | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||
| Impairment of long-lived assets | - | ( | ) | - | - | ( | ) | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||||
| Other segment items(1) | - | - | ||||||||||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| (1) |
| 12 |
| United Kingdom(1) | APAC(1) | Americas(1) | Rest of world(1) | Total(1) | United Kingdom(1) | APAC(1) | Americas(1) | Rest of world(1) | Total(1) | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2025(1) | Nine Months Ended March 31, 2025(1) | |||||||||||||||||||||||||||||||||||||||
| United Kingdom | APAC | Americas | Rest of world | Total | United Kingdom | APAC | Americas | Rest of world | Total | |||||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Add: Government support income | - | - | - | - | ||||||||||||||||||||||||||||||||||||
| Less: Cost of revenue (exclusive of amortization shown separately below) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Development and regulatory approval expenses | ( | ) | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | - | - | ( | ) | ( | ) | ( | ) | - | - | ( | ) | ||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Other segment items(2) | ( | ) | ( | ) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||
| Segment net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| (1) | |
| (2) |
NOTE 5. INVENTORIES
Inventories consist of the following:
SCHEDULE OF INVENTORIES
| March 31, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Raw material | $ | $ | ||||||
| Work-in-progress | - | |||||||
| Finished goods | ||||||||
| Inventories | $ | $ | ||||||
During
the three months ended March 31, 2026, we recorded a write down of inventory of $
NOTE 6. ASSETS HELD FOR SALE
Assets held for sale consist of the following:
SCHEDULE OF ASSETS HELD FOR SALE
| March 31, | June 30, | |||||||
| 2026 | 2025 | |||||||
| Construction in progress (CIP) | $ | - | $ | |||||
| Assets held for sale | $ | - | $ | |||||
The Company realized loss of $
Subsequent to June 30, 2025, the Company recorded an impairment loss of
$
| 13 |
NOTE 7. INTANGIBLE ASSETS, NET
Intangible assets, net consist of the following as of March 31, 2026:
SCHEDULE OF OTHER INTANGIBLE ASSETS
Weighted average useful lives (years) | Remaining weighted average useful lives (years) | Acquisition cost | Effect of foreign currency | Accumulated amortization | Carrying value | |||||||||||||||
| Technology | $ | $ | $ | $ | ||||||||||||||||
| Customer relationships | - | - | ||||||||||||||||||
| Trade names and trademarks | - | |||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | ||||||||||||||||
Intangible assets, net consist of the following as of June 30, 2025:
Weighted average useful lives (years) | Remaining weighted average useful lives (years) | Acquisition cost | Effect of foreign currency | Accumulated amortization | Carrying value | |||||||||||||||
| Technology | $ | $ | $ | $ | ||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Trade names and trademarks | - | |||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | ||||||||||||||||
Expenses
related to the amortization of intangible assets charged to the unaudited condensed consolidated statements of operations and other comprehensive
income (loss) for the three months ended March 31, 2026 and 2025 was $
Expenses
related to the amortization of intangible assets charged to the unaudited condensed consolidated statements of operations and other comprehensive
income (loss) for the nine months ended March 31, 2026 and 2025 was $
| 14 |
Amortization expense for the intangible assets is expected to be as follows over the next five years:
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS
| Fiscal Year | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total | $ | |||
NOTE 8. LEASES
The Company has two non-cancellable operating leases with original lease periods expiring in April 2029 and September 2035.
The components of operating lease expense are as follows:
SCHEDULE OF LEASE EXPENSES
| 2026 | 2025 | |||||||
| Nine months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Amortization of operating lease right-of-use assets | $ | $ | ||||||
| Interest on operating lease liabilities | ||||||||
| Total operating lease expense | $ | $ | ||||||
As
of March 31, 2026, the weighted average remaining lease-term and discount rate on the Company’s leases were
As of March 31, 2025, the weighted average remaining lease-term and discount
rate on the Company’s leases were
The reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2026, is as follows:
SCHEDULE OF MATURITIES OF OPERATING LEASES TO OPERATING LEASE LIABILITIES
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: present value discount | ( | ) | ||
| Lease liabilities | $ |
NOTE 9. SHAREHOLDERS’ EQUITY
Common Stock
The
Company is authorized to issue
Preferred Stock
The
Company is authorized to issue
Warrants
As
of March 31, 2026, there were warrants outstanding to purchase
The Company accounts for warrants in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging - Contracts on an Entity’s Own Equity, and determined that the warrants do not meet the criteria for liability treatment thereunder. Therefore, the Company’s outstanding warrants are classified as equity as of March 31, 2026 and June 30, 2025.
At-the-Market (ATM) Offering
On September 18, 2024, the Company entered into an
At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant
to the terms of the ATM Agreement and under the 2024 ATM Prospectus Supplement (as defined below), the Company was originally permitted
to sell, from time to time, through Ladenburg, as sales agent or principal, shares of the Company’s common stock with an initial
aggregate sales price of up to $
The Company raised approximately $
| 15 |
Inducement Agreements
On
July 25, 2025, the Company entered into warrant exercise inducement offer letters (each an “Inducement Agreement”) with certain
existing holders (the “Holders”) of certain outstanding Company warrants to receive new warrants (the “Series J Warrants”)
to purchase up to a number of shares of
Pursuant
to the Inducement Agreements, the Holders agreed to (i) exercise their outstanding Series G and Series H-1 Warrants at a reduced exercise
price of $
As
a result of the exercises of the Series G and Series H-1 Warrants, the Company issued an aggregate of
In January 2026, the Company raised
approximately $
December 2025 Securities Purchase Agreement
On
December 31, 2025, the Company entered into a Securities Purchase Agreement with two healthcare-focused institutional investors in connection
with a private placement (the “December Private Placement”) for the sale by the Company of: (i)
Subject
to certain ownership limitations, the December 2025 Warrants are exercisable upon issuance. Each Series L Pre-Funded Warrant is exercisable
for one share of Common Stock at an exercise price of $
Gross
proceeds from the December Private Placement were approximately $
In connection with the December Private Placement, the Company entered into a Registration Rights Agreement with the investors and agreed to file by January 10, 2026, a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of Common Stock sold to the investors and the shares of Common Stock issuable upon exercise of the December 2025 Warrants, and to use its best efforts to cause the Resale Registration Statement to be declared effective no later than February 14, 2026. The Company filed the Resale Registration Statement on January 9, 2026, which was declared effective on January 21, 2026.
Advisory Agreements
On
February 29, 2024, the Company entered into an Investor Relations and Corporate Development Advisory Agreement (the
“ClearThink Agreement”) with ClearThink Capital LLC (“ClearThink”) pursuant to which ClearThink provides
certain advisory and investor relations services to the Company. As consideration for such services, the Company agreed to pay a fee
consisting of: (a) an initial grant of
On
November 25, 2025, the Company entered into an advisory agreement (the “MDM Agreement”) with MDM Worldwide Solutions,
Inc. (“MDM”) pursuant to which MDM provides strategic communication and business advisory services to the Company. As
consideration for such services, the Company agreed to pay (a) one-time setup fee of $
| 16 |
NOTE 10. COMMITMENTS AND CONTINGENCIES
Leases
Cambridge,
England - On August 12, 2025, the Company entered into a lease renewal agreement for a facility located in Cambridge, England, replacing
the existing lease that expired on
Sydney,
Australia - On November 4, 2025, the Company entered into a lease modification related to its facility located in Sydney, Australia, which
extended the lease term by three years, from April 26, 2026 to April 26, 2029. As a result of the lease modification, the Company remeasured
the operating lease liabilities and adjusted the related right-of-use assets based on the revised lease payments and updated discount
rates in effect on the modification date and recognized a corresponding right-of-use asset of $
Agreement with CenExel HRI
On
August 1, 2024, the Company signed an agreement with CenExel HRI to perform a method comparison clinical study as part of the Company’s
FDA 510(k) clinical study plan. As a part of the agreement, the Company is committed to pay $
Legal Proceedings
From time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business. Based on information currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, legal matters are inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company.
NOTE 11. LOSS PER SHARE
Basic loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock or common stock equivalents outstanding after adjusting for the 2025 Reverse Stock Split. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss attributable to Intelligent Bio Solutions Inc. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share attributed to common shareholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted-average number of shares outstanding | ||||||||||||||||
As the Company has incurred net losses in all periods, certain potentially dilutive securities, including warrants to acquire common stock, have been excluded in the computation of diluted loss per share as the effects are antidilutive.
The following outstanding warrants were excluded from the computation of diluted net loss per share:
SCHEDULE OF ANTI-DILUTIVE WARRANTS
| 2026 | 2025 | |||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | ||||||||
| Anti-dilutive | ||||||||
| 17 |
NOTE 12. SHARE-BASED COMPENSATION
Restricted Stock Awards
On
March 18, 2026, the Company granted an aggregate of
On
March 18, 2026, the Company granted an aggregate of
On
March 18, 2026, the Company granted
On March 18, 2026, the Company awarded a total of
During the three and nine months ended March 31, 2026,
the Company recognized stock-based compensation expense of $
As of March 31, 2026, there was approximately $
The table below shows the activity related to restricted stock awards during the nine months ended March 31, 2026:
SCHEDULE OF NON VESTED ACTIVITY RELATED TO RESTRICTED STOCK AWARDS
| Number of Shares | Weighted Average Grant Date Value per Share | |||||||
| Nonvested as of June 30, 2025 | - | $ | - | |||||
| Granted | - | - | ||||||
| Vested | - | - | ||||||
| Forfeited | - | - | ||||||
| Nonvested as of September 30, 2025 | - | $ | - | |||||
| Granted | - | - | ||||||
| Vested | - | - | ||||||
| Forfeited | - | - | ||||||
| Nonvested as of December 31, 2025 | - | $ | - | |||||
| Granted | ||||||||
| Vested | - | - | ||||||
| Forfeited | - | - | ||||||
| Nonvested as of March 31, 2026 | $ | |||||||
NOTE 13. SUBSEQUENT EVENTS
The
Company raised approximately $
Other than the events noted above, no material subsequent events have taken place that require disclosure in these unaudited condensed consolidated financial statements noted between March 31, 2026, and the date of this report.
| 18 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In addition to historical information, this discussion contains forward-looking statements based upon management’s current expectations that are subject to risks and uncertainties which may cause our actual results to differ materially from plans and results discussed herein. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. “Risk Factors” included in Part II of this Quarterly Report on Form 10-Q and Item 1A. “Risk Factors” included in Part I of the 2025 Form 10-K. You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal 2025 and our unaudited condensed consolidated financial statements for the fiscal quarter ended March 31, 2026, included elsewhere in this Quarterly Report on Form 10-Q.
Non-GAAP Financial Measures
To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, we present “contribution margin” and “contribution margin %”, which are non-GAAP financial measures. Contribution margin and contribution margin % are presented in the section titled “Contribution Margin (non-GAAP)”. We have also included reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.
These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with US GAAP. These measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. Moreover, presentation of contribution and contribution margin is provided for year-over-year comparison purposes. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.
Forward-Looking Information
All statements other than statements of historical fact or relating to present facts or current conditions included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and the negative of such words and other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A — Risk Factors” of this Quarterly Report on Form 10-Q and in our 2025 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, we cannot guarantee future results, levels of activity, performance, or achievements. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
Overview
Intelligent Bio Solutions Inc. and its wholly owned Delaware subsidiary, GBS Operations Inc., were each formed on December 5, 2016, under the laws of the state of Delaware. The Company’s Australian subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd, was formed on August 4, 2016, under the laws of New South Wales, Australia and was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023. On October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales. The Company’s headquarters are in New York City.
Intelligent Bio Solutions Inc. is a medical technology company focused on developing and delivering intelligent, rapid, non-invasive testing and screening solutions. The Company operates globally with the objective of providing innovative and accessible solutions that improve the quality of life.
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The Company’s current product portfolio includes:
Intelligent Fingerprinting Platform: The Company’s current active product is the Intelligent Fingerprinting Platform, which consists of the proprietary portable platform that analyzes fingerprint sweat using a one-time cartridge and portable handheld reader. The flagship product from this platform, which is commercially available in certain countries outside of the U.S., is the Intelligent Fingerprinting Drug Screening System (the “IFP System” or “IFP Products”), a two-part system that consists of non-invasive, fingerprint sweat-based diagnostic testing products designed to detect drugs of abuse including opiates, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, and buprenorphine. The IFP System comprises a small, tamper-evident drug screening cartridge onto which ten fingerprint sweat samples are collected in under a minute before the portable analysis unit provides an on-screen result in under ten minutes. Samples collected with a confirmatory kit can also be sent to a third-party laboratory service provider for confirmation testing. Customers include safety-critical industries such as construction, transportation and logistics, mining, manufacturing, engineering, drug treatment organizations in the rehabilitation sector, and judicial organizations.
We plan to bring the IFP System to new markets and grow within existing markets concentrating on:
● increasing market share across the United Kingdom and mainland Europe;
● expanding sales and distribution throughout Australia, New Zealand and other countries in the Asia Pacific Region (“APAC Region”), and establishing the infrastructure and satisfying the regulatory requirements needed to do so;
● continuing to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA;
● initiating research aimed at broadening the capabilities of the IFP System to test for additional drugs and indications, facilitating the expansion of the platform into point-of-care medical testing;
● expanding the IFP System into new customer segments, including major sporting organizations, law enforcement, and commercial airlines; and
● developing a strategic network of distributors with established customer bases throughout the APAC Region, Europe and North America to distribute the IFP Products.
Highlights of Achievements
Major highlights and achievements for the three months ended March 31, 2026:
| ● | On March 26, 2026, the Company announced it had received European Patent EP3752831, related to contextualizing fingerprint chemical analysis with fingerprint deposition volume. The grant marked the Company’s eighth European patent, further enhancing intellectual property rights around its fingerprint sweat drug testing technology. | |
| ● | On February 25, 2026, the Company announced the successful receipt and deployment of the first shipment of Intelligent Fingerprinting Drug Screening Readers manufactured under its new strategic manufacturing partnership with Syrma Johari MedTech Ltd. (“Syrma Johari”). The shipment marked a significant step in scaling the Company’s production capacity and validates the operational and financial benefits of the collaboration announced in December 2025. | |
| ● | On February 24, 2026, the Company announced a partnership with Bouygues UK, a subsidiary of Bouygues Construction, a multi-billion-dollar global construction firm with 35,600 employees, for the deployment of its fingerprint drug screening technology across its UK operations. The initial deployment covers 13 project sites. | |
| ● | On January 28, 2026, the Company announced the commencement of its clinical study program to support its new FDA 510(k) submission for U.S. market clearance of its Intelligent Fingerprinting Drug Screening System for detection of the opiate codeine. |
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Results of Operations
Comparison of the Three and Nine Months Ended March 31, 2026 and 2025
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 1,060,802 | $ | 728,867 | $ | 3,069,373 | $ | 2,208,648 | ||||||||
| Cost of revenue (exclusive of amortization shown separately below) | (525,421 | ) | (387,499 | ) | (1,555,962 | ) | (1,297,366 | ) | ||||||||
| Gross profit | 535,381 | 341,368 | 1,513,411 | 911,282 | ||||||||||||
| Other income | ||||||||||||||||
| Government support income | 165,695 | 173,271 | 431,682 | 433,039 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative expenses | (2,458,605 | ) | (2,414,639 | ) | (7,512,388 | ) | (6,195,490 | ) | ||||||||
| Development and regulatory approval expenses | (893,979 | ) | (358,351 | ) | (1,902,261 | ) | (1,814,047 | ) | ||||||||
| Depreciation and amortization | (290,393 | ) | (301,978 | ) | (875,667 | ) | (907,577 | ) | ||||||||
| Impairment of long-lived assets | (5,200 | ) | - | (294,127 | ) | - | ||||||||||
| Total operating expenses | (3,648,177 | ) | (3,074,968 | ) | (10,584,443 | ) | (8,917,114 | ) | ||||||||
| Loss from operations | (2,947,101 | ) | (2,560,329 | ) | (8,639,350 | ) | (7,572,793 | ) | ||||||||
| Other income (expense), net | ||||||||||||||||
| Interest expense | (4,241 | ) | (7,919 | ) | (7,435 | ) | (21,027 | ) | ||||||||
| Realized foreign exchange gain (loss) | 32,258 | (113 | ) | 32,258 | (914 | ) | ||||||||||
| Interest income | 49,444 | 17,687 | 63,282 | 92,464 | ||||||||||||
| Total other income (expense), net | 77,461 | 9,655 | 88,105 | 70,523 | ||||||||||||
| Net loss | (2,869,640 | ) | (2,550,674 | ) | (8,551,245 | ) | (7,502,270 | ) | ||||||||
| Net loss attributable to non-controlling interest | (6,928 | ) | (7,148 | ) | (27,937 | ) | (23,641 | ) | ||||||||
| Net loss attributable to Intelligent Bio Solutions Inc. | $ | (2,862,712 | ) | $ | (2,543,526 | ) | $ | (8,523,308 | ) | $ | (7,478,629 | ) | ||||
| Other comprehensive income (loss) | ||||||||||||||||
| Foreign currency translation gain (loss) | (233,631 | ) | 116,007 | (171,766 | ) | 189,197 | ||||||||||
| Total other comprehensive income (loss) | (233,631 | ) | 116,007 | (171,766 | ) | 189,197 | ||||||||||
| Comprehensive loss | (3,103,271 | ) | (2,434,667 | ) | (8,723,011 | ) | (7,313,073 | ) | ||||||||
| Comprehensive loss attributable to non-controlling interest | (6,928 | ) | (7,148 | ) | (27,937 | ) | (23,641 | ) | ||||||||
| Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ | (3,096,343 | ) | $ | (2,427,519 | ) | $ | (8,695,074 | ) | $ | (7,289,432 | ) | ||||
Revenue
Sales of goods
Strong growth in revenue has continued for the quarter. Revenue from sales of goods increased by $331,935 to $1,060,802 (representing approximately a 46% increase) for the three months ended March 31, 2026, from $728,867 for the three months ended March 31, 2025. This increase is mainly due to the addition of 33 new customers and increase in the ongoing re-order rate for the consumables. We expect this trend to continue as we expand into new markets in the future.
Revenue from sales of goods increased by $860,725 to $3,069,373 (representing approximately a 39% increase) for the nine months ended March 31, 2026, from $2,208,648 for the nine months ended March 31, 2025. This increase is mainly due to the addition of 82 new customers. We expect this trend to continue as we expand into new markets in the future.
Cost of revenue
Cost of revenue increased by $137,922 to $525,421 for the three months ended March 31, 2026, from $387,499 for the three months ended March 31, 2025. The increase in cost of revenue being a direct variable cost is mainly due to an increase in revenue discussed above, increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025, write down of inventory of $37,311 related to finished goods due to obsolescence and a provision for warranty replacement of $29,355.
Cost of revenue increased by $258,596 to $1,555,962 for the nine months ended March 31, 2026, from $1,297,366 for the nine months ended March 31, 2025. The increase in cost of revenue being a direct variable cost is mainly due to an increase in revenue discussed above, increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025, write down of inventory of $37,311 related to finished goods due to obsolescence and a provision for warranty replacement of $29,355.
Gross profit
Gross profit increased by $194,013 to $535,381 for the three months ended March 31, 2026, from $341,368 for the three months ended March 31, 2025. Gross margin increased to 50.47% from 46.84% in the prior-year period.
Gross profit increased by $602,129 to $1,513,411 for the nine months ended March 31, 2026, compared to $911,282 for the nine months ended March 31, 2025. Gross margin increased to 49.31% from 41.26% in the prior-year period.
Gross profit margin improvement during the period was driven by a combination of operational efficiencies and increased sales volumes, alongside a value-driven price structure that has remained consistent as customers recognize the superior efficiency and ROI of our fingerprint sweat screening technology over traditional methods. This reflects rigorous operational discipline, a more favourable sales mix, and the market’s willingness to invest in our more efficient, non-invasive testing platform.
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Contribution margin (non-GAAP)
Contribution margin, which is a non-GAAP measure of our financial performance, increased by $256,921 to $790,324 for the three months ended March 31, 2026, from $533,403 for the three months ended March 31, 2025. The contribution margin improved by approximately 1.32 percentage points due to improved production efficiency and sales mix, as the sales of high margin cartridges continue to increase as a proportion of the total revenue.
Contribution margin, which is a non-GAAP measure of our financial performance, increased by $729,937 to $2,259,981 for the nine months ended March 31, 2026, from $1,530,044 for the nine months ended March 31, 2025. The contribution margin improved by approximately 4.35 percentage points due to improved production efficiency and sales mix, as the sales of high margin cartridges continue to increase as a proportion of the total revenue.
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 1,060,802 | $ | 728,867 | $ | 3,069,373 | $ | 2,208,648 | ||||||||
| Direct material cost | (270,478 | ) | (195,464 | ) | (809,392 | ) | (678,604 | ) | ||||||||
| Contribution margin (non-GAAP) | $ | 790,324 | $ | 533,403 | $ | 2,259,981 | $ | 1,530,044 | ||||||||
| Contribution margin % (non-GAAP) | 74.50 | % | 73.18 | % | 73.63 | % | 69.28 | % | ||||||||
Reconciliation of contribution margin (non-GAAP)
| Three Months Ended March 31, | Nine Months Ended March 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue (GAAP) | $ | 1,060,802 | $ | 728,867 | $ | 3,069,373 | $ | 2,208,648 | ||||||||
| Less: Cost of revenue (exclusive of amortization) (GAAP) | (525,421 | ) | (387,499 | ) | (1,555,962 | ) | (1,297,366 | ) | ||||||||
| Gross Profit (GAAP) | $ | 535,381 | $ | 341,368 | $ | 1,513,411 | $ | 911,282 | ||||||||
| Add: Direct labor cost | 215,696 | 186,095 | 688,502 | 585,491 | ||||||||||||
| Add: Direct overhead cost | 39,247 | 5,940 | 58,068 | 33,271 | ||||||||||||
| Contribution margin (non-GAAP) | $ | 790,324 | $ | 533,403 | $ | 2,259,981 | $ | 1,530,044 | ||||||||
| Contribution margin % (non-GAAP) | 74.50 | % | 73.18 | % | 73.63 | % | 69.28 | % | ||||||||
Government support income
Government support income decreased by $7,576 to $165,695 for the three months ended March 31, 2026, from $173,271 for the three months ended March 31, 2025. This decrease was primarily attributable to changes in U.K. R&D tax credit legislation, reducing the benefit from 14.5% to 10% of eligible R&D expenditures.
Government support income decreased by $1,357 to $431,682 for the nine months ended March 31, 2026, from $433,039 for the nine months ended March 31, 2025. This decrease was primarily attributable to changes in U.K. R&D tax credit legislation, reducing the benefit from 14.5% to 10% of eligible R&D expenditures.
Operating expenses
Selling, general and administrative expenses
Selling, general and administrative expenses increased from $2,414,639 to $2,458,605 (being an increase of $43,966) for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, and from $6,195,490 to $7,512,388 (being an increase of $1,316,898) for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025.
The increase in expenses is largely driven by marketing and investors relations expenses as the company accelerates the efforts to establish the foundations of the Company as it expands its market share and market awareness. The major components of selling, general and administrative expenses are:
Marketing expenses
Marketing expenses were $635,868 for the three months ended March 31, 2026, compared to $1,094,658 for the same period last year and $1,768,127 for the nine months ended March 31, 2026, compared to $1,486,212 for the same period last year. Marketing expenditure has increased during the nine months ended March 31, 2026 as the company moves to the next phase of strategic direction in expanding market awareness into existing and potential markets. The company believes this is achieving the objectives through increased revenue and successful capital raising.
Wages and salaries
Wages and salaries were $1,050,705 for the three months ended March 31, 2026, compared to $804,085 for the same period last year and $2,989,477 for the nine months ended March 31, 2026, compared to $2,603,574 for the same period last year. Wages and salaries include increased costs for additional head counts for marketing staff as a part of the marketing awareness strategy, additional expenditure for finance staff to implement NetSuite, the new accounting system with the objective to remediate the internal control issues raised at “Item 4. Controls and Procedures” to bring this to a level of effectiveness as the Company plans to expand in future and increase in the minimum wage in the United Kingdom.
Legal expenses
Legal expenses were $93,588 for the three months ending March 31, 2026, compared to $58,443 for the same period last year and $449,876 for the nine months ending March 31, 2026, compared to $252,669 for the same period last year. Additional legal costs were incurred as part of the activities of developing further the foundations of the Company during this reporting period including implementing the 2025 Reverse Stock Split, general corporate expenses and administrative legal costs associated with raising capital.
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Development and regulatory approval expenses
Development and regulatory approval expenses increased by $535,628 to $893,979 for the three months ended March 31, 2026, from $358,351 for the three months ended March 31, 2025. This increase is primarily attributable to higher amounts spent on in-house R&D staff and timing of R&D work performed by the research partners. During the three months ended March 31, 2026, the Company had partnered with Cliantha Research to perform a cutoff assessment for codeine in fingerprint sweat as part of the Company’s FDA 510(k) clinical study plan which contributed to the additional costs during the period.
Development and regulatory approval expenses increased by $88,214 to $1,902,261 for the nine months ended March 31, 2026, from $1,814,047 for the nine months ended March 31, 2025. This increase is primarily attributable to the amounts spent on in-house R&D staff and timing of R&D work performed by the research partners. During the nine months ended March 31, 2026, the Company had partnered with Cliantha Research to perform a cutoff assessment for codeine in fingerprint sweat as part of the Company’s FDA 510(k) clinical study plan which contributed to the additional costs during the period.
We expect development and regulatory expenses to increase in future periods as the Company continues to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA.
Depreciation and amortization
Depreciation and amortization decreased by $11,585 to $290,393 for the three months ended March 31, 2026, from $301,978 for the three months ended March 31, 2025. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended March 31, 2026, partially offset by an amortization of software costs.
Depreciation and amortization decreased by $31,910 to $875,667 for the nine months ended March 31, 2026, from $907,577 for the nine months ended March 31, 2025. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended March 31, 2026, partially offset by an amortization of software costs.
Impairment of long-lived assets
The impairment of long-lived assets increased by $5,200 to $5,200 for the three months ended March 31, 2026, from $0 for the three months ended March 31, 2025. The increase is primarily due to an adverse foreign exchange effects arising from the translation of account balance movements at average exchange rates for the period, which impacts the impairment of construction in progress assets classified as held for sale.
The impairment of long-lived assets increased by $294,127 to $294,127 for the nine months ended March 31, 2026, from $0 for the nine months ended March 31, 2025. The increase is mainly due to the impairment of construction in progress assets held for sale.
Other income and expenses
Interest expense
Interest expense decreased by $3,678 to $4,241 for the three months ended March 31, 2026, from $7,919 for the three months ended March 31, 2025. The decrease was primarily attributable to the settlement of notes payable.
Interest expense decreased by $13,592 to $7,435 for the nine months ended March 31, 2026, from $21,027 for the nine months ended March 31, 2025. The decrease was primarily attributable to the settlement of notes payable.
Interest income
Interest income increased by $31,757 to $49,444 for the three months ended March 31, 2026, from $17,687 for the three months ended March 31, 2025. This increase was attributable to funds received from capital raising activities, which contributed to the balance on which interest was earned.
Interest income decreased by $29,182 to $63,282 for the nine months ended March 31, 2026, from $92,464 for the nine months ended March 31, 2025. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.
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Liquidity and Capital Resources
We use working capital and cash measures to evaluate the performance of our operations and our ability to meet our financial obligations. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under US GAAP. This information is intended to provide investors with information about our liquidity. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
Since our inception, we have financed our operations primarily through proceeds from public offerings and private placements of equity securities, warrant inducement transactions, existing trade and shareholder financing arrangements, and the incurrence of debt. As of March 31, 2026, we had $6,862,204 in cash and cash equivalents and working capital of $5,138,618.
Shelf Registration Statement - On April 11, 2025, the Company filed a shelf registration statement on Form S-3 (File No. 333-286489), which became effective on September 10, 2025 (“2025 Shelf”), under which we can sell and issue up to an aggregate of $100 million in any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units. No securities may be sold under the 2025 Shelf until a prospectus supplement describing the method and terms of any future offering is delivered. The 2025 Shelf replaced the 2022 Shelf (defined below), which expired in 2025.
At The Market (ATM) Offering - On September 18, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement and under the 2024 ATM Prospectus Supplement (as defined below), the Company was originally permitted to sell, from time to time, through Ladenburg, as sales agent or principal, shares of the Company’s common stock with an initial aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a second prospectus supplement (the “2025 March ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,376,530 of shares of Common Stock pursuant to the ATM Agreement. Prior to the expiration of our “shelf” registration statement on Form S-3 (File No. 333-264218), which became effective on April 20, 2022 (“2022 Shelf”), any sale of shares pursuant to the ATM Agreement were made under 2022 Shelf and included base prospectus, and under the related prospectus supplement dated September 18, 2024 (the “2024 ATM Prospectus Supplement”), and the 2025 March ATM Supplement. On April 11, 2025, the Company filed a new “shelf” registration statement on Form S-3 (File No. 333-286489), which became effective on September 10, 2025 (“2025 Shelf”), and subsequently filed prospectus supplement on September 18, 2025 (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 of shares of Company common stock pursuant to the ATM Agreement. On March 23, 2026, the Company filed a second prospectus supplement (the “2026 March ATM Supplement”) to the 2025 Shelf in connection with the offer, sale, and issuance of up to $3,966,316 of shares of Common Stock pursuant to the ATM Agreement. Following the expiration of the 2022 Shelf, any sale of shares pursuant to the ATM Agreement were made under the Company’s 2025 Shelf and included base prospectus, and under the related 2025 September ATM Supplement and the 2026 March ATM Supplement.
The Company raised approximately $3,624,773 (net of commissions of approximately $112,169 paid to Ladenburg) through the sale and issuance of 347,863 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement during the period between September 18, 2024, through March 31, 2026. The Company did not sell any shares of Company common stock pursuant to the ATM Agreement during the three months ended March 31, 2026.
Under the same ATM agreement, the Company raised approximately $237,350 (net of commissions of approximately $7,346 paid to Ladenburg) upon the issuance of 86,673 shares of common stock between April 1, 2026, and May 12, 2026. As a result of the sale of shares of common stock by the Company pursuant to the previously disclosed ATM Agreement between the Company and Ladenburg, the Company has raised approximately $3,862,123 (net of commissions of approximately $119,515 paid to Ladenburg) as of May 12, 2026.
Inducement Agreements - On July 25, 2025, the Company entered into warrant exercise inducement offer letters (each an “Inducement Agreement”) with certain existing holders (the “Holders”) of certain outstanding Company warrants to receive new warrants (the “Series J Warrants”) to purchase up to a number of shares of the Company’s common stock equal to 200% of the number of warrant shares issued pursuant to the exercise (or prepayment) of outstanding Series G Warrants and outstanding Series H-1 Warrants (the “2025 Warrant Inducement Transaction”).
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Pursuant to the Inducement Agreements, the Holders agreed to (i) exercise their outstanding Series G and Series H-1 Warrants at a reduced exercise price of $19.00 per share ($1.90 per share pre-2025 Reverse Stock Split) (the “Reduced Exercise Price”) to purchase an aggregate 154,549 shares (1,545,494 shares pre-2025 Reverse Stock Split) of the Company’s common stock and (ii) prepay $18.90 per share ($1.89 per share pre-2025 Reverse Stock Split) toward the Reduced Exercise Price for the exercise of Series H-1 Warrants to purchase an additional 47,773 shares (477,734 shares pre-2025 Reverse Stock Split), in exchange for the Company’s agreement to further reduce the exercise price of the prepaid Series H-1 Warrants to $0.10 per share ($0.01 per share pre-2025 Reverse Stock Split), issue Series J Warrants to purchase up to 404,646 shares (4,046,456 shares pre-2025 Reverse Stock Split) of common stock, and reduce the exercise price of the Series H-2 Warrants to the Reduced Exercise Price for up to 156,868 shares (1,568,680 shares pre-2025 Reverse Stock Split). The 2025 Warrant Inducement Transaction closed on July 28, 2025.
As a result of the exercises of the Series G and Series H-1 Warrants, the Company issued an aggregate of 154,549 shares (1,545,494 shares pre–2025 Reverse Stock Split) of common stock. In addition, as a result of the prepayment of the remaining Series H-1 Warrants, the Company amended such warrants to permit the purchase of 47,773 shares (477,734 shares pre-2025 Reverse Stock Split) of common stock at an exercise price of $0.10 per share ($0.01 per share pre-2025 Reverse Stock Split). The Company received aggregate gross proceeds of approximately $3,839,356 and raised approximately $3,332,646, net of underwriting discounts and commissions of approximately $410,542 and legal and compliance costs of $96,168.
In January 2026, the Company raised approximately $1,044,392 (net of commissions of approximately $93,995 payable to Ladenburg) upon the issuance of 54,968 shares for exercise of warrants Series J and H-2 by investors on January 13, 2026, and January 15, 2026.
December 2025 Purchase Agreement - On December 31, 2025, the Company entered into a Securities Purchase Agreement with two healthcare-focused institutional investors in connection with a private placement (the “December Private Placement”) for the sale by the Company of: (i) 2,298,850 shares of Common Stock or, in lieu thereof, Series L Pre-Funded Warrants (the “Series L Pre-Funded Warrants”), (ii) Series K-1 warrants to purchase up to 2,298,850 shares of Common Stock (the “Series K-1 Warrants”), and (iii) Series K-2 warrants to purchase up to 2,298,850 shares of Common Stock (the “Series K-2 Warrants” and, collectively with the Series K-1 Warrants and Series L Pre-Funded Warrants, the “December 2025 Warrants”). The combined purchase price for one share of Common Stock (or one Series L Pre-Funded Warrant) and accompanying Series K-1 and Series K-2 Warrants was $4.35. The December Private Placement closed on January 2, 2026, at which time the Company issued an aggregate of 105,000 shares of Common Stock, 2,193,850 Series L Pre-Funded Warrants, 2,298,850 Series K-1 Warrants, and 2,298,850 Series K-2 Warrants.
Subject to certain ownership limitations, the December 2025 Warrants are exercisable upon issuance. Each Series L Pre-Funded Warrant is exercisable for one share of Common Stock at an exercise price of $0.01 per share, subject to adjustment, and remains exercisable until exercised in full. Each Series K-1 Warrant and Series K-2 Warrant is exercisable for one share of Common Stock at an exercise price of $4.10 per share, subject to adjustment, and has a term of five years commencing on the date a registration statement registering the resale of the shares underlying Series K-1 Warrant and Series K-2 Warrant, as applicable, is declared effective by the U.S. Securities and Exchange Commission (the “SEC”).
Gross proceeds from the December Private Placement were approximately $10.0 million, before deducting placement agent fees and other offering expenses, and excluding any proceeds from the exercise of the December 2025 Warrants. The Company intends to use the net proceeds for working capital and general corporate purposes.
In connection with the December Private Placement, the Company entered into a Registration Rights Agreement with the investors and agreed to file by January 10, 2026, a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of Common Stock sold to the investors and the shares of Common Stock issuable upon exercise of the December 2025 Warrants, and to use its best efforts to cause the Resale Registration Statement to be declared effective no later than February 14, 2026. The Company filed the Resale Registration Statement on January 9, 2026, which was declared effective on January 21, 2026.
Australian Government Grant - In the fourth fiscal quarter ended June 30, 2025, upon the end of the project deadline for the construction of a manufacturing facility in Australia, a grant acquittal audit was completed by an independent auditor in relation to the grant received from the Australian Government (the “Australian Government Grant”). Following the grant acquittal audit, an amount of $1,513,290 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of March 31, 2026, as “Accounts payable and accrued expenses”. The remaining amount is payable in 11 equal monthly instalments. For more information regarding the repayment of the Australian Government Grant, see “Item 1A. Risk Factors - The Company may not be able to repay the grant it received from the Australian Government when due.”
As of March 31, 2026, our principal contractual obligations include future minimum lease payments under operating leases for our facilities, a repayment obligation to the Australian Government related to a manufacturing facility grant, and remaining amounts due under our agreements for clinical study services. In addition, we have ongoing payment obligations under advisory agreements which require monthly cash fees plus periodic issuances of restricted common stock.
The Company expects that its cash and cash equivalents as of March 31, 2026, will be insufficient to fund its current operating plan for at least 12 months from the issuance date of these unaudited condensed consolidated financial statements. In addition, the Company has a significant repayment obligation related to the Australian Government Grant, which further increases its near-term liquidity requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the issuance date of these unaudited condensed consolidated financial statements. As a result, the Company will be required to raise additional funds during the next 12 months.
While the Company intends to raise additional capital through equity or debt financings, strategic collaborations, or other arrangements, there can be no assurance that such funding will be available on acceptable terms, or at all. Failure to obtain additional funding when needed could adversely affect the Company’s ability to execute its operating plan and meet its long-term liquidity requirements.
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Extended Transition Period for “Emerging Growth Companies”
We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.
Off-Balance Sheet Arrangements
As of March 31, 2026 we did not have any off-balance sheet arrangements.
Critical Accounting Estimates
The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may differ from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our unaudited condensed consolidated financial statements.
Our critical accounting policies, estimates, and judgments are included in Note 3. Summary of Significant Accounting Policies included in Item 8 of Part II of our 2025 Form 10-K for additional information.
Recently issued Accounting Pronouncements
For the impact of recently issued accounting pronouncements on the Company’s unaudited condensed consolidated financial statements, see Note 3 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and incorporated herein by reference.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on the evaluation of our disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were ineffective due to the material weaknesses in internal control over financial reporting discussed below.
Notwithstanding this conclusion, we believe that our consolidated financial statements and other information contained in this quarterly report on Form 10-Q present fairly, in all material respects, our business, the financial condition and results of operations for the periods presented.
Material Weakness
In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2026, management identified material weaknesses in control environment, risk assessment, control activities, information and communication and monitoring. Specifically, the material weaknesses identified relate to the fact that the Company as per the ongoing remediation plan discussed below, is in the process of designing and maintaining an effective control environment commensurate with its financial reporting requirements, including (a) has not yet completed formally documenting policies and procedures with respect to review, supervision and monitoring of the Company’s accounting and reporting functions, (b) has not yet completed the documentation of the appropriate level of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of information used in the performance of controls and (c) we had previously limited accounting personnel and other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls over financial reporting.
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Ongoing Remediation Plan
In light of addressing the material weaknesses discussed above, management has now substantially completed most of the steps necessary to remediate the control deficiencies that constituted the above material weaknesses. We now made the following enhancements and continue to make progress to enhance our control environment:
● We completed the implementation of new accounting system globally across all our subsidiaries that will enhance our internal controls by improving efficiency, accuracy, and reliability in financial reporting and data management;
● We added accounting and finance personnel to provide additional individuals to allow for segregation of duties in the preparation and review of schedules, calculations and journal entries that support financial reporting, to provide oversight, structure and reporting lines to provide additional review over our disclosures. We have also completed the implementation of the new accounting system which aids in reducing these control deficiencies;
● We enhanced our controls to improve the preparation and review of complex accounting measurements, the application of US GAAP to significant accounts and transactions and our financial statement disclosures;
● We have identified key business processes and associated risks and have aligned them with appropriately designed control activities. Our transaction processing is now in place under these improved controls, and we are monitoring the effectiveness of these recently implemented controls with the aim remediating previously identified control deficiencies.
● We engage independent experts when complex transactions are entered into;
● We have recruited and plan to recruit additional financial reporting and accounting personnel with adequate knowledge of US GAAP and SEC rules;
● Under the direction of the Audit Committee of our board of directors, management will continue to take measures to remediate identified material weaknesses. As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure that there is an appropriate assignment of authority, responsibility and accountability to enable remediation of our material weakness.
As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary.
Changes in Internal Control Over Financial Reporting
Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. We are not currently engaged in any material legal proceedings.
ITEM 1A. RISK FACTORS
As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on August 15, 2025, except for the risks described below. Any of those risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
We may not be able to satisfy the continued listing requirements of the Nasdaq Capital Market in order to maintain the listing of our common stock.
On December 15, 2025, we received a notice letter (the “Bid Price Notice”) from the Listing Qualifications Department of Nasdaq notifying us that because the closing bid price per share for Company common stock was below $1.00 for 30 consecutive business days preceding the date of the Bid Price Notice, we did not meet the $1.00 per share minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the Bid Price Rule).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided with an initial period of 180 calendar days, or until June 15, 2026, to regain compliance with the Bid Price Rule. We effected the 2025 Reverse Stock Split in order to regain compliance with the Bid Price Rule.
On January 7, 2026, we received written notification from Nasdaq notifying us that the Company had regained compliance with the Bid Price Rule as a result of the closing bid price of Company common stock being at $1.00 per share or greater for the prior 14 consecutive business days (from December 16, 2025, to January 6, 2026). Accordingly, the Company is now in compliance with the Bid Price Rule and Nasdaq considers the matter closed.
Although the 2025 Reverse Stock Split brought the price of our common stock back above $1.00 per share in order to meet the requirements for the continued listing of our common stock on the Nasdaq Capital Market, there can be no assurance that the closing bid price of our common stock will remain at or above $1.00 following the 2025 Reverse Stock Split. If we fail to satisfy any of Nasdaq’s continued listing requirements, Nasdaq may take steps to delist our common stock, which could have a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our common stock.
Changes in government funding levels, staffing resources, or policy priorities at the FDA, the SEC, and other government agencies could adversely affect their ability to perform their regulatory and oversight functions. Reductions in funding, hiring constraints, workforce attrition, or shifts in legislative or administrative priorities may hinder these agencies’ ability to hire and retain key personnel, administer regulatory programs, or review submissions in a timely manner.
The FDA’s ability to review and approve new products, provide feedback on clinical trials and development programs, meet with sponsors, and otherwise process regulatory submissions can be affected by a variety of factors, including government budget and funding levels, workforce availability, ability to hire and retain qualified personnel, and statutory, regulatory, or policy changes. Limitations on agency resources, including furloughs or staffing reductions, whether temporary or prolonged, may result in delays in regulatory interactions, reviews, and approvals, which could delay the development or commercialization of our product candidates and adversely affect our business, financial condition, and results of operations.
Government funding for agencies that support research and development activities is subject to the political process and may fluctuate over time. While legislation such as the 21st Century Cures Act was intended to support medical innovation and enhance the FDA’s hiring authority, future budgetary pressures or policy changes could reduce funding allocations to the FDA and other government agencies. Such funding constraints could impair their ability to fulfil their mandates and could also adversely affect academic institutions and research organizations that rely on government funding, potentially impacting our development activities.
We will need to raise additional capital to fund our operations in the future. If we are unsuccessful in attracting new capital, we may not be able to continue operations or may be forced to sell assets to do so. Alternatively, capital may not be available to us on favorable terms, or at all. If available, financing terms may lead to significant dilution of our stockholders’ equity.
We are not profitable and have had negative cash flow from operations since our inception. To fund our operations and to develop and commercialize our products (including the BPT and planned applications of IFP System), we have relied primarily on equity and some debt financing and government support income. The Company believes there is material risk that its cash and cash equivalents as of March 31, 2026, of $6,862,204 may be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of its unaudited condensed consolidated financial statements for the fiscal quarter ended March 31, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these unaudited condensed consolidated financial statements were issued. Accordingly, the Company will be required to raise additional funds during the next 12 months. However, there can be no assurance that when the Company requires additional financing, such financing will be available on terms which are favorable to the Company, or if at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its research programs and/or limit or cease its operations. In addition, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.
To obtain the additional capital necessary to fund our operations, we expect to finance our cash needs through public or private equity offerings, debt financing and/or other capital sources. Even if capital is available, it might be available only on unfavorable terms. Any additional equity or convertible debt financing into which we enter could be dilutive to our existing stockholders. Any future debt financing into which we enter may impose covenants upon us that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, we may need to relinquish rights to our technologies or our products or grant licenses on terms that are not favorable to us. If access to sufficient capital is not available as and when needed, our business will be materially impaired and we may be required to cease operations, curtail one or more product development or commercialization programs, scale back or eliminate the development of business opportunities, or significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all of our assets. Any of these factors could harm our operating results.
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As a result of the liquidation of Life Science Biosensor Diagnostics Pty Ltd (LSBD) and the intellectual property rights licensed by the Company from LSBD (the Biosensor IP and intellectual property related to SARS-CoV-2 testing) reverting back to the University of Newcastle, there is a risk of extended delays in negotiating the terms of licensing the intellectual property with the University, or that such negotiations may result in less favorable licensing terms for the Company, or that such negotiations may not be successful, which, in any event, would negatively impact the Company’s ability to develop and commercialize the BPT, the Licensed Products or the COV2 Products
We are party to the BPT License Agreement with LSBD, pursuant to which, among other things, the Company licenses from LSBD certain products and intellectual property related to the biosensor technology used in the Biosensor Platform, which we refer to as the Biosensor IP. The Company also holds a 50% interest in BiosensX (North America) Inc., which has exclusive license to use, make, sell and offer to sell products under the intellectual property rights in connection with the biosensor technology and the glucose/diabetes management field in the U.S., Mexico and Canada.
We understand that following the commencement of the liquidation of LSBD on July 21, 2023, the LSBD IP we licensed from LSBD, which includes the Biosensor IP, has reverted back to the University of Newcastle. Following our discussions with the University of Newcastle, it is our understanding that the University of Newcastle cannot finalize licensing of the Biosensor IP until the liquidation, by virtue of the status of LSBD being under external administration, is completed. As of the date of this Quarterly Report on Form 10-Q the ASIC database maintained by the Australian Securities and Investments Commission (ASIC) indicates that LSBD (Australian Company Number 613 279 771) is under the status of a company being under external administration. We do not know the timeline for when LSBD’s liquidation will be complete or when LSBD’s status will change, and accordingly, we do not expect any updates or finalization of any license terms until this occurs. As a result, further development of the BPT has been postponed until we are able to finalize appropriate licensing arrangements related to the BPT.
Accordingly, there is an inherent risk of extended delays in negotiating the terms of licensing the Biosensor IP with the University, or that such negotiations may result in less favorable licensing terms for the Company, or that such negotiations may not be successful, which, in any event, would negatively impact the Company’s ability to develop and commercialize the BPT or Licensed Products.
These same risks apply to the Company’s licensing of intellectual property from LSBD related to the Company’s COV2 Products, which includes a biosensor strip for antibodies against SARS-CoV-2.
The Company may not be able to repay the grant it received from the Australian Government when due.
In the fourth fiscal quarter ended June 30, 2025, upon the end of the project deadline for the construction of a manufacturing facility in Australia, a grant acquittal audit was completed by an independent auditor in relation to the grant received from the Australian Government. Following the grant acquittal audit, an amount of $1,513,290 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of March 31, 2026, as “Accounts payable and accrued expenses”. The remaining amount is payable in 11 equal monthly instalments. If the Company is unable to obtain sufficient financing or otherwise raise adequate funds, it may be unable to make required payments when due. Any failure to timely repay such obligations could result in defaults, the acceleration of amounts owed, the imposition of penalties, the initiation of enforcement actions by creditors, and other adverse consequences, any of which could materially and adversely affect the Company’s business, financial condition, and results of operations.
The loss of our “emerging growth company” status will increase certain reporting and compliance obligations and any failure to meet these expanded requirements could expose us to regulatory scrutiny or sanctions and could harm our reputation and adversely affect our stock price.
We will cease to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), at the end of this fiscal year. As a result, beginning with our Annual Report on Form 10-K for the fiscal year ending June 30, 2026, we will no longer be able to use the extended transition period for complying with new or revised accounting standards, will become subject to the same disclosure and attestation requirements as other public companies that are not emerging growth companies. We cannot predict whether investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and the trading price of our common stock may be more volatile.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Other than any sales previously reported in the Company’s Current Reports on Form 8-K, the Company did not sell any unregistered securities during the period covered by this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During
the period covered by this Quarterly Report on Form 10-Q, none of the Company’s directors or executive officers has
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ITEM 6. EXHIBITS
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 12, 2025). | |
| 4.1 | Form of Series K-1 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 4.2 | Form of Series K-2 Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 4.3 | Form of Series L Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 10.1 | Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended October 16, 2025) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 21, 2025). | |
| 10.2 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 10.3 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 10.4 | Placement Agency Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026). | |
| 10.5 | 2019 Long Term Incentive Plan Australian Sub-Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.6 | Form of AUS/UK Employee 2026 Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.7 | Form of AUS/UK Employee 2026 Performance Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.8 | Form of AUS/UK Director 2026 Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.9 | Form of U.S. Employee 2026 Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.10 | Form of U.S. Employee 2026 Performance Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 10.11 | Form of U.S. Director 2026 Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on March 23, 2026). | |
| 31.1# | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2# | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1# | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 32.2# | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 101.INS# | Inline XBRL Instance Document. | |
| 101.SCH# | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL# | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF# | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB# | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE# | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104# | Cover Page Interactive Data File (formatted in XBRL and included in Exhibit 101). |
# Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Intelligent Bio Solutions Inc. | |||
| Date: | May 13, 2026 | By: | /s/ Harry Simeonidis |
| HARRY SIMEONIDIS | |||
| CHIEF EXECUTIVE OFFICER AND PRESIDENT | |||
| (Principal Executive Officer) | |||
| Date: | May 13, 2026 | By: | /s/ Spiro Sakiris |
| SPIRO SAKIRIS | |||
| CHIEF FINANCIAL OFFICER | |||
| (Principal Financial Officer) | |||
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