Intelligent Bio Solutions clarifies voting rules

Abstentions do not affect approval calculations for stockholder matters other than director elections.

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Form Type

8-K

Rhea-AI Filing Summary

Intelligent Bio Solutions Inc. adopted amended and restated bylaws effective October 12, 2026. For stockholder-meeting matters other than director elections, the bylaws clarify that approval requires the affirmative vote of holders of a majority in voting power of votes cast. Broker non-votes and abstentions are excluded, and abstentions have no impact on the result. The company also made an investor presentation about its business and operations available on October 13, 2026.

8-K Event Classification

3 items: 5.03, 7.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

broker non-votes, abstentions, Regulation FD

3 terms

broker non-votes regulatory

"excluding broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

abstentions regulatory

"abstentions will also be excluded and have no impact on the vote"

Regulation FD regulatory

"Pursuant to Regulation FD"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How are stockholder votes counted under INBS's amended bylaws?

For matters other than director elections, approval requires the affirmative vote of holders of a majority in voting power of votes cast; broker non-votes and abstentions are excluded, and abstentions have no impact on the result.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/13/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/13/2026 - 05:00 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 12, 2026

INTELLIGENT BIO SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39825

82-1512711

(State of

Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

135 West 41st Street, 5th Floor

New York, NY 10036

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 790-5756

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		INBS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 12, 2026, the Board of Directors of Intelligent Bio Solutions Inc. (the “Company”) adopted the Second Amended and Restated Bylaws of Intelligent Bio Solutions Inc. (as amended and restated, the “Bylaws”), effective on such date. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in the Bylaws.

The changes to the Bylaws include revising Section 2.6 in order to clarify that any matter (other than the election of directors) brought before any meeting of stockholders shall be decided by the affirmative vote of the holders of a majority in voting power of the votes cast (excluding broker non-votes) on such matter, and to establish that abstentions will also be excluded and have no impact on the vote held on such matter.

The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure.

Pursuant to Regulation FD, the Company hereby furnishes the presentation (the “Presentation”) that the Company made available to investors on October 13, 2026, relating to the Company’s business and operations. The Presentation can be accessed by visiting the Investors section of the Company’s website: www.ibs.inc.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

No.		Description
3.1		Second Amended and Restated Bylaws of Intelligent Bio Solutions Inc
99.1		Presentation made available on October 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 13, 2026