Intelligent Bio Solutions (NASDAQ: INBS) hit by bid-price warning, enacts reverse split

Rhea-AI Filing Summary

Intelligent Bio Solutions Inc. reported that Nasdaq notified the company on December 15, 2025 that its common stock failed to meet the $1.00 minimum bid price for 30 consecutive business days, putting it out of compliance with Nasdaq’s Bid Price Rule. The notice does not immediately remove the stock from the Nasdaq Capital Market, and the company has until June 15, 2026 to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days.

Nasdaq may grant a further 180-day compliance period if other listing standards are satisfied, but this is not assured, and the stock could become subject to delisting, with the company able to appeal to a Nasdaq Hearings Panel. To address the issue, the company filed a Certificate of Amendment to implement a 1-for-10 reverse stock split effective late on December 15, 2025, with shares trading on a split-adjusted basis on December 16, 2025.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: The company’s stock traded below $1.00 for 30 consecutive business days, triggering a Nasdaq noncompliance notice and potential future delisting if compliance is not regained.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price noncompliance triggers delisting risk despite a 1-for-10 reverse split.

Intelligent Bio Solutions received a Nasdaq notice that its common stock closed below $1.00 for 30 consecutive business days, breaching the Bid Price Rule. The company now has until June 15, 2026 to achieve a closing bid of at least $1.00 for 10 consecutive business days to regain compliance.

Nasdaq may grant an additional 180-day period if the company meets other initial listing standards, but the text emphasizes there is no assurance this extension will be available. If compliance is not restored and no extension or appeal success occurs, Nasdaq can move toward delisting, which would shift trading off the Nasdaq Capital Market.

To address the deficiency, the company implemented a 1-for-10 reverse stock split effective late on December 15, 2025, with trading on a split-adjusted basis beginning December 16, 2025. Future outcomes will depend on whether the post-split trading price satisfies Nasdaq’s bid-price requirement within the defined compliance window.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

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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): December 15, 2025

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 41^st Street, 5^th Floor

New York, NY 10036

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (646) 828-8258

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 15, 2025, Intelligent Bio Solutions Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) notifying the Company that because the closing bid price for the Company’s common stock was below $1.00 per share for the last 30 consecutive business days, the Company did not meet the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). The deficiency letter does not result in the immediate delisting of the Company’s common stock from the Nasdaq Capital Market.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 15, 2026 (the “Compliance Period”), to regain compliance with the Bid Price Rule. If, at any time during the Compliance Period, the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days, Nasdaq will provide written notification to the Company that it complies with the Bid Price Rule, unless the Staff exercises its discretion to extend this 10 day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

The Nasdaq letter also provides that in the event the Company does not regain compliance by June 15, 2026, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the bid price requirement. Notwithstanding the terms set forth in the Nasdaq letter, there can be no assurance that the Company will be eligible for an additional 180 calendar day period to regain compliance.

If the Company meets the applicable requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. If, however, it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal the delisting determination to a Nasdaq Hearings Panel.

In order to regain compliance with Nasdaq’s Bid Price Rule, the Company filed a Certificate of Amendment with the Delaware Secretary of State on December 12, 2025, to effect a 1-for-10 reverse stock split. The reverse stock split became effective at 11:59 p.m. Eastern Time on December 15, 2025, and the Company’s common stock began trading on a split-adjusted basis on the Nasdaq Capital Market on December 16, 2025.

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: December 16, 2025
	INTELLIGENT BIO SOLUTIONS INC.
	By:	/s/ Spiro Sakiris
	Name:	Spiro Sakiris
	Title:	Chief Financial Officer

FAQ

What did Intelligent Bio Solutions Inc. (INBS) disclose in this 8-K?

The company disclosed that Nasdaq notified it on December 15, 2025 that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market, and that it has implemented a 1-for-10 reverse stock split to help address the issue.

Why is INBS out of compliance with Nasdaq’s bid price rule?

INBS is out of compliance because the closing bid price for its common stock was below $1.00 per share for the last 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

How long does Intelligent Bio Solutions have to regain Nasdaq compliance?

Under Nasdaq Listing Rule 5810(c)(3)(A), Intelligent Bio Solutions has an initial 180-day compliance period, until June 15, 2026, during which a closing bid of at least $1.00 for a minimum of 10 consecutive business days would restore compliance.

Can INBS receive more time beyond June 15, 2026 to meet the bid price requirement?

The notice states the company may qualify for an additional 180-day period if it meets the market value of publicly held shares requirement and all other initial Nasdaq Capital Market listing standards except the bid price, though there is expressly no assurance this extra period will be granted.

What reverse stock split did Intelligent Bio Solutions implement?

The company filed a Certificate of Amendment on December 12, 2025 to effect a 1-for-10 reverse stock split. It became effective at 11:59 p.m. Eastern Time on December 15, 2025, and the common stock began trading on a split-adjusted basis on December 16, 2025.

What happens if INBS does not regain Nasdaq compliance?

If Nasdaq believes the company cannot cure the deficiency or it is otherwise ineligible, Nasdaq may notify the company that its common stock will be subject to delisting. In that case, Nasdaq rules would permit the company to appeal the determination to a Nasdaq Hearings Panel.

What market and symbol does Intelligent Bio Solutions trade under?

Intelligent Bio Solutions’ common stock trades on the Nasdaq Capital Market under the trading symbol INBS.