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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 41st
Street, 5th
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 |
