Intelligent Bio raises $5M via warrant financing

Q: What financing transaction did INBS announce in this Form 8-K?

INBS entered a private placement with a single institutional investor, issuing 2,036,659 units consisting of common stock (or Series M pre-funded warrants) plus Series N-1 and N-2 warrants, at $2.455 per unit, for approximately $5.0 million in gross proceeds before fees.

Q: How many shares and warrants are involved in the INBS private placement?

The deal covers 2,036,659 shares of common stock (or Series M pre-funded warrants), 2,036,659 Series N-1 warrants, and 2,036,659 Series N-2 warrants, plus placement agent warrants to buy 101,833 additional shares of common stock.

Q: When do the INBS Series N-1 and N-2 warrants become exercisable?

Series N-1 warrants are exercisable upon issuance, subject to ownership limits, and Series N-2 warrants become exercisable after shareholder approval for issuing the underlying shares, both running for five years from effectiveness of a registration statement.

Q: What registration commitments did INBS make for this private placement?

INBS agreed to file a resale registration statement with the SEC by September 15, 2026 covering the sold shares and warrant shares, and to use best efforts to have it declared effective by October 15, 2026.

Q: How will INBS use the proceeds from this private placement?

INBS states it intends to use the net proceeds from the approximately $5.0 million gross financing for working capital and general corporate purposes.

Q: What compensation does the placement agent receive in the INBS transaction?

Ladenburg Thalmann receives a cash fee of 8.0% of gross proceeds, a 1.0% management fee, 9.0% of any cash warrant-exercise proceeds, up to $145,000 in expense reimbursement, and placement agent warrants for 101,833 shares at an exercise price of $3.06875.

INBS raises about $5 million in an at-the-market private placement with attached warrants, adding future share overhang while bolstering working capital.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Intelligent Bio Solutions Inc. (INBS) entered into a private placement with a single institutional investor involving 2,036,659 shares of common stock (or Series M pre-funded warrants in lieu) plus Series N-1 and Series N-2 warrants to purchase up to 2,036,659 shares each, at a combined price of $2.455 per unit, for gross proceeds of approximately $5.0 million before fees. At closing on September 2, 2026, all 2,036,659 units were issued as Pre-Funded Warrants instead of common stock.

Each Pre-Funded Warrant is exercisable for one share at $0.01 per share, and each Series N-1 and N-2 Warrant is exercisable for one share at $2.33 per share, with five-year terms starting when a resale registration statement is declared effective; N-2 warrants become exercisable only after shareholder approval. INBS agreed to file a resale registration statement for the shares and warrant shares by September 15, 2026 and to seek effectiveness by October 15, 2026, and will pay Ladenburg Thalmann a 9% total upfront fee on gross proceeds plus placement agent warrants for 101,833 shares at $3.06875 per share. The company expects to use net proceeds for working capital and general corporate purposes.

Filing Explained

The September 2, 2026 closing completed the $5.0 million private placement: INBS issued 2,036,659 pre-funded warrants, while Series N-1 warrants are exercisable immediately and Series N-2 warrants require shareholder approval; exercise can add shares and reduce existing holders’ percentage ownership.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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 Figures

Units sold (shares or pre-funded warrants): 2,036,659 units Series N-1 Warrants: 2,036,659 warrants Series N-2 Warrants: 2,036,659 warrants +5 more

8 metrics

Units sold (shares or pre-funded warrants) 2,036,659 units Number of shares of common stock or Series M pre-funded warrants sold in the private placement

Series N-1 Warrants 2,036,659 warrants Series N-1 warrants to purchase common stock issued in the private placement

Series N-2 Warrants 2,036,659 warrants Series N-2 warrants to purchase common stock issued in the private placement

Combined purchase price per unit $2.455 per unit Price per share (or pre-funded warrant) plus accompanying Series N-1 and N-2 warrants

Gross proceeds $5.0 million Approximate gross proceeds to INBS from the private placement before fees and expenses

Pre-Funded Warrant exercise price $0.01 per share Exercise price of each Series M pre-funded warrant

Series N-1 and N-2 exercise price $2.33 per share Exercise price of each Series N-1 and Series N-2 warrant

Placement Agent Warrants 101,833 shares at $3.06875 Common stock purchasable under placement agent warrants and their exercise price

Key Terms

private placement, pre-funded warrants, Registration Rights Agreement, at-the-market under Nasdaq rules, +1 more

5 terms

private placement financial

"to issue, in a private placement priced at-the-market under Nasdaq rules"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"shares of common stock (or Series M pre-funded warrants in lieu thereof)"

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

Registration Rights Agreement financial

"the Company entered into a Registration Rights Agreement and agreed to file"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

at-the-market under Nasdaq rules financial

"in a private placement priced at-the-market under Nasdaq rules"

510(k) clearance regulatory

"following the Company’s public announcement that it has received 510(k) clearance"

A 510(k) clearance is a U.S. regulatory approval that lets a medical device be sold because it is shown to be substantially similar to an already-legal device; think of it as a passport saying the new product is close enough to a known item to enter the market without a full, lengthy review. For investors, 510(k) clearance signals faster, lower-cost market access and reduced regulatory risk compared with new, untested device pathways, which can materially affect timelines, costs and revenue prospects.

Offering Details

private placement

Offering

Offering Type private placement

Use of Proceeds Working capital and general corporate purposes

FAQ

What financing transaction did INBS announce in this Form 8-K?

INBS entered a private placement with a single institutional investor, issuing 2,036,659 units consisting of common stock (or Series M pre-funded warrants) plus Series N-1 and N-2 warrants, at $2.455 per unit, for approximately $5.0 million in gross proceeds before fees.

How many shares and warrants are involved in the INBS private placement?

The deal covers 2,036,659 shares of common stock (or Series M pre-funded warrants), 2,036,659 Series N-1 warrants, and 2,036,659 Series N-2 warrants, plus placement agent warrants to buy 101,833 additional shares of common stock.

What are the exercise prices and terms of the INBS warrants?

Each Series M pre-funded warrant is exercisable for one share at $0.01. Each Series N-1 and N-2 warrant is exercisable for one share at $2.33, with a term of five years starting when the relevant resale registration statement is declared effective.

When do the INBS Series N-1 and N-2 warrants become exercisable?

Series N-1 warrants are exercisable upon issuance, subject to ownership limits, and Series N-2 warrants become exercisable after shareholder approval for issuing the underlying shares, both running for five years from effectiveness of a registration statement.

What registration commitments did INBS make for this private placement?

INBS agreed to file a resale registration statement with the SEC by September 15, 2026 covering the sold shares and warrant shares, and to use best efforts to have it declared effective by October 15, 2026.

How will INBS use the proceeds from this private placement?

INBS states it intends to use the net proceeds from the approximately $5.0 million gross financing for working capital and general corporate purposes.

What compensation does the placement agent receive in the INBS transaction?

Ladenburg Thalmann receives a cash fee of 8.0% of gross proceeds, a 1.0% management fee, 9.0% of any cash warrant-exercise proceeds, up to $145,000 in expense reimbursement, and placement agent warrants for 101,833 shares at an exercise price of $3.06875.

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Available on EDGAR 09/02/2026 - 05:01 PM Accepted by SEC EDGAR 09/02/2026 - 05:00 PM

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): August 31, 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 1.01 Entry into a Material Definitive Agreement.

On August 31, 2026, Intelligent Bio Solutions Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor for the sale by the Company of (i) 2,036,659 shares (the “Shares”) of the Company’s common stock (or Series M Pre-funded warrants in lieu thereof (the “Pre-Funded Warrants”)), par value $0.01 per share (the “Common Stock”), (ii) Series N-1 warrants to purchase up to an aggregate of 2,036,659 shares of Common Stock (the “Series N-1 Warrants”), and (iii) Series N-2 warrants to purchase up to an aggregate of 2,036,659 shares of Common Stock (the “Series N-2 Warrants” and, collectively with the Series N-1 Warrants and Pre-Funded Warrants, the “Warrants”), in a private placement offering (the “Offering”). The combined purchase price of one share of Common Stock (or one Pre-Funded Warrant) and accompanying Series N-1 Warrant and Series N-2 Warrant was $2.455. The Offering closed on September 2, 2026. At the closing of the Offering, 2,036,659 Pre-Funded Warrants were issued in lieu of Common Stock.

Subject to certain ownership limitations, the Series N-1 Warrants and Pre-Funded Warrants are exercisable upon issuance. Subject to the satisfaction of certain conditions, the Series N-1 Warrants are callable at the Company’s option following the Company’s public announcement that it has received 510(k) clearance from the U.S. Food and Drug Administration permitting the commercial marketing and sale of the Company’s Intelligent Fingerprinting Drug Screening System. The Series N-2 Warrants are exercisable on and after the date on which the Company obtains shareholder approval for the issuance of the shares underlying the Series N-2 Warrants. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.01 (as adjusted from time to time in accordance with the terms thereof) and may be exercised at any time until the Pre-Funded Warrants are exercised in full. Each Series N-1 Warrant and Series N-2 Warrant is exercisable into one share of Common Stock at a price per share of $2.33 (as adjusted from time to time in accordance with the terms thereof). The Series N-1 Warrants and Series N-2 Warrants each have a term of five years following the date a registration statement registering all warrant shares underlying the Series N-1 Warrants and Series N-2 Warrants is declared effective by the United States Securities and Exchange Commission (the “SEC”).

The gross proceeds to the Company from the Offering were approximately $5.0 million, before deducting the placement agent’s fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the Warrants. The Company intends to use the net proceeds from the Offering for working capital and for general corporate purposes.

In connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement and agreed to file by September 15, 2026, a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of Common Stock sold to investors and the shares of Common Stock issuable upon exercise of the Warrants, and to use its best efforts to cause the Resale Registration Statement to be declared effective no later than October 15, 2026.

The Shares, the Warrants, and the shares issuable upon exercise of the Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

On August 31, 2026, the Company entered into a Placement Agency Agreement with Ladenburg Thalmann & Co. Inc. (the “Placement Agent”) pursuant to which the Company agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds received by the Company in the Offering; (ii) a management fee equal to 1.0% of the gross proceeds received by the Company in the Offering; (iii) a cash fee equal to 9.0% of the gross proceeds received by the Company from the cash exercise of any Series N-1 Warrants and Series N-2 Warrants; (iv) common stock purchase warrants, issued to the Placement Agent or its designees, to purchase shares of Common Stock equal to 5.0% (or 101,833 shares) of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering (the “Placement Agent Warrants”); and (v) reimbursement of the Placement Agent’s expenses in an amount up to $145,000. The Placement Agent Warrants have a term of five years following the date a registration statement registering all warrant shares underlying the Placement Agent Warrants is declared effective by the SEC and have an exercise price of $3.06875 per share.

The form of the Purchase Agreement, the Registration Rights Agreement, the Placement Agency Agreement, the Series N-1 Warrant, the Series N-2 Warrant, the Pre-Funded Warrant and Placement Agent Warrant are filed as Exhibits 10.1, 10.2, 10.3, 4.1, 4.2, 4.3, and 4.4, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents, which are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the Offering, the Shares, the Warrants, the Placement Agent Warrants, and the shares of Common Stock issuable thereunder is hereby incorporated by reference into this Item 3.02.

Item 7.01 Regulation FD Disclosure.

On September 1, 2026, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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
4.1		Form of Series N-1 Warrant
4.2		Form of Series N-2 Warrant
4.3		Form of Series M Pre-Funded Warrant
4.4		Form of Placement Agent Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		Placement Agency Agreement
99.1		Press release dated September 1, 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: September 2, 2026
	INTELLIGENT BIO SOLUTIONS INC.

	By:	/s/ Spiro Sakiris
	Name:	Spiro Sakiris
	Title:	Chief Financial Officer

Exhibit 99.1

Press Release

Intelligent Bio Solutions Announces Private Placement of up to $15 Million to a Single Existing Institutional Investor Priced At-the-Market Under Nasdaq Rules

$5 Million Upfront at Closing and $5 Million Tranche Warrant Callable by the Company Following FDA 510(k) Clearance of Intelligent Fingerprinting Drug Screening System

NEW YORK, September 01, 2026 – Intelligent Bio Solutions Inc. (“INBS” or the “Company”) (Nasdaq: INBS), a medical technology company delivering intelligent, rapid, non-invasive testing solutions, today announced that it has entered into a securities purchase agreement with a single existing institutional investor to issue, in a private placement priced at-the-market under Nasdaq rules, 2,036,659 shares of common stock (or Series M pre-funded warrants in lieu thereof), Series N-1 warrants to purchase up to an aggregate of 2,036,659 shares of common stock, and Series N-2 warrants to purchase up to an aggregate of 2,036,659 shares of common stock, at a combined purchase price of $2.455 per share of common stock (or Series M pre-funded warrant) and associated Series N-1 warrants and Series N-2 warrants, for expected gross proceeds to INBS of approximately $5.0 million, before deducting placement agent fees and other offering expenses payable by the Company.

The Series N-1 warrants and Series N-2 warrants will have an exercise price of $2.33 per share of common stock. The Series N-1 warrants will be exercisable immediately upon issuance and the Series N-2 warrants will be exercisable upon stockholder approval. The Series N-1 warrants will have a term of five years following the date a registration statement registering all Series N-1 warrant shares is declared effective by the United States Securities and Exchange Commission (the “SEC”). The Series N-2 warrants will have a term of five years following the date a registration statement registering all Series N-2 warrant shares is declared effective by the SEC.

Subject to the satisfaction of certain conditions, the Series N-1 warrants are callable at the Company’s option following the Company’s public announcement, via a widely disseminated press release, that it has received 510(k) clearance from the U.S. Food and Drug Administration permitting the commercial marketing and sale of the Company’s Intelligent Fingerprinting Drug Screening System.

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

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

The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Under an agreement with the investor, the Company agreed to file an initial registration statement with the SEC covering the resale of the shares of common stock to be issued to the investor (including the shares of common stock issuable upon the exercise of the warrants) no later than 15 calendar days following the date of the agreement and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days after the date of such agreement.

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

About Intelligent Bio Solutions Inc.

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

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

Forward-Looking Statements:

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

Company Contact:

Intelligent Bio Solutions Inc.

info@ibs.inc

Investor & Media Contact:

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