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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): February 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) 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
2.02 Results of Operations and Financial Condition.
On
February 12, 2026, Intelligent Bio Solutions Inc. (the “Company”), issued a press release (the “Press Release”)
announcing financial results for the fiscal quarter ended December 31, 2025. A copy of the Press Release is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
The
information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company,
whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated
by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item
9.01 Financial Statements and Exhibits.
| No. |
|
Description |
| 99.1 |
|
Press release dated February 12, 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:
February 12, 2026 |
|
|
| |
INTELLIGENT
BIO SOLUTIONS INC. |
| |
|
|
| |
By:
|
/s/
Spiro Sakiris |
| |
Name:
|
Spiro
Sakiris |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Intelligent
Bio Solutions Reports Record Fiscal Second Quarter Revenue Growth of 48% with Reader Sales Surging 104% Year-Over-Year
First
half fiscal 2026 revenue surpasses $2 million, up 36% year-over-year
Reader
sales more than double to 104% year-over-year for the second quarter, demonstrating razor-razorblade model momentum
Gross
profit margins for first half fiscal 2026 increased 10% year-over-year to 49%, reflecting improved operational efficiency
Current
assets balance of $12.17 million as of December 31, 2025, including $9.40 million receivable in connection with the private placement
of securities that closed on January 2, 2026.
NEW
YORK, February 12, 2026 - Intelligent Bio Solutions Inc. (Nasdaq: INBS) (“INBS” or the “Company”), a medical
technology company delivering intelligent, rapid, non-invasive testing solutions, today announced its financial results and operational
highlights for the fiscal second quarter and six months ended December 31, 2025, and provided a business update.
“Our
second quarter figures demonstrate consistency and solid progress across our business,” said Harry Simeonidis, President and CEO
of INBS. “Reader sales more than doubling shows market demand for our non-invasive fingerprint drug testing technology and significantly
expands our installed base, the engine for future recurring revenue. Equally important is the 33% growth in cartridge sales, which confirms
existing customers are actively using our system and reordering consumables. This is our razor-razorblade model working as designed -
hardware placements create the foundation, and consumable sales deliver ongoing revenue. With strong year-over-year growth and first-half
revenue exceeding $2 million, we’re building sustainable momentum as we advance our regulatory pathway toward planned U.S. market
entry.”
“We
are seeing the financial model take shape as intended,” said Spiro Sakiris, CFO of INBS. “104% reader growth in fiscal Q2
is building our installed base, while 33% cartridge growth shows our recurring revenue model gaining traction. We did not get here by
chance. These achievements are the result of deliberate, strategic marketing investment aimed at enhancing our market awareness. Our
operating expense control and revenue scaling are creating the operational leverage we’ve been targeting. This is complemented
by the $9.40 million net proceeds from the private placement of our securities, which funds were received on January 2, 2026, and strongly
capitalized our balance sheet. We’re investing in commercial expansion linked to results while maintaining financial discipline
- a balance we believe will serve us well through fiscal 2026.”
Product
Revenue Breakdown
Three
Months Ended December 31, 2025:
| ● | Reader
sales of $246,519, up 104% year-over-year |
| ● | Cartridge
sales of $516,754, up 33% year-over-year |
| ● | Other
sales of $133,501, up 36% year-over-year |
| ● | Total
revenue of $896,774, up 48% year-over-year |
Six
Months Ended December 31, 2025:
| ● | Reader
sales of $533,432, up 50% year-over-year |
| ● | Cartridge
sales of $1.2 million, up 38% year-over-year |
| ● | Other
sales of $317,594, up 10% year-over-year |
| ● | Total
revenue of $2.01 million, up 36% year-over-year |
Fiscal
Second Quarter 2026 and Subsequent Highlights
| ● | Initiated
additional clinical studies for FDA 510(k) submission, supporting the Company’s planned
entry into the multi-billion-dollar U.S. market, beyond the Forensic Use Only category. |
| ● | Closed
a $10.0 million private placement with two healthcare-focused institutional investors priced
at-the-market under Nasdaq rules. The net proceeds receivable of $9.40 million were received
on January 2, 2026. The Company intends to use the proceeds for working capital and general
corporate purposes, including funding our 510(k) submission with the FDA and furthering international
market expansion. |
| ● | Announced
a new manufacturing partnership expected to improve gross profit margins and drive cost efficiencies
across the production process, positioning INBS to benefit from improved unit economics as
production volumes scale. The partnership represents a strategic step toward achieving sustainable
margin expansion as the business grows. |
| ● | Announced
a strategic alliance formed with Vlepis Pty Ltd, an Australian medical technology company
specializing in wearable sensing and patch technologies, positioning the Company to enter
the fast-growing consumer health monitoring market and broaden revenue opportunities beyond
commercial screening into B2B2C and direct-to-consumer channels. |
| ● | Secured
a major contract with a leading industrial service provider, demonstrating continued market
traction and expanding the Company’s presence in safety-critical industrial sectors
where non-invasive drug screening delivers operational value. |
| ● | Provided
an updated timeline for anticipated FDA 510(k) submission, reaffirming the Company’s
commitment to planned U.S. market entry and progressing through the regulatory pathway that
will unlock access to the biggest drug screening market in the world. |
The
Company generated $896,774 in revenue for the three months ended December 31, 2025, a 48% year-over-year increase. The fiscal second
quarter’s performance was distinguished by strong reader sales growth of 104%, more than doubling to $246,519 from $120,787 in
the same period the year prior. This substantial increase reflects accelerating market adoption and significantly expands INBS’s
installed base, the foundation for generating recurring consumable revenue. Cartridge sales grew 33% year-over-year to $516,754, while
accessories and training revenue increased 36% to $133,501, demonstrating strong demand across the product portfolio.
For
the six months ended December 31, 2025, INBS generated $2,008,571 in total revenue, representing a 36% year-over-year increase. Reader
sales increased 50% year-over-year, to $533,432, driving a significant expansion of the installed base. Cartridge sales grew 38% to $1,157,546,
accounting for 58% of total revenue and reflecting strong recurring revenue momentum from the expanding customer base. Other sales increased
10% to $317,594. Gross profit margins for the first half of fiscal 2026 were 49%, up 10% from 39% the same period in 2025, driven by
improved operational leverage. The strong first-half performance reflects sustained customer adoption across international markets, with
the Company adding 49 new customer accounts in the 6-month period.
INBS’s
proprietary fingerprint technology addresses key pain points in drug screening, including privacy and dignity, user experience, and operational
efficiency, positioning the Company to capitalize on the growing global demand for non-invasive, rapid drug screening solutions. The
second quarter’s reader installation surge creates a growing installed base that management believes will drive sustained cartridge
demand in future periods. With proven traction throughout 27 countries and hundreds of customer accounts spanning construction, manufacturing,
transportation, mining, and other safety-critical sectors, INBS has established commercial momentum as it enters the second half of fiscal
2026.
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: https://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 successfully develop and commercialize its drug and diagnostic tests, realize commercial benefits from its partnerships and
collaborations, and secure regulatory clearance or approvals, 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
Financial
Tables to Follow
Intelligent
Bio Solutions Inc.
Condensed
Consolidated Balance Sheets
| | |
December 31, | | |
June 30, | |
| | |
2025 | | |
2025 | |
| | |
(Unaudited) | | |
| |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 740,371 | | |
$ | 1,019,909 | |
| Accounts receivable, net | |
| 456,657 | | |
| 594,614 | |
| Subscription receivable from shareholders,
net | |
| 9,402,105 | | |
| - | |
| Inventories | |
| 590,246 | | |
| 635,215 | |
| Research and development tax incentive receivable | |
| 505,172 | | |
| 734,408 | |
| Assets held for sale | |
| - | | |
| 327,500 | |
| Other current assets | |
| 480,133 | | |
| 826,976 | |
| Total current assets | |
| 12,174,684 | | |
| 4,138,622 | |
| Property and equipment, net | |
| 321,741 | | |
| 251,325 | |
| Operating lease right-of-use assets | |
| 1,887,178 | | |
| 69,520 | |
| Intangibles, net | |
| 3,269,439 | | |
| 3,790,319 | |
| Total
assets | |
$ | 17,653,042 | | |
$ | 8,249,786 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’
EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 4,261,236 | | |
$ | 4,534,246 | |
| Current portion of operating lease liabilities | |
| 382,518 | | |
| 84,659 | |
| Current employee benefit liabilities | |
| 470,486 | | |
| 534,990 | |
| Notes payable | |
| 13,001 | | |
| 197,146 | |
| Total current liabilities | |
| 5,127,241 | | |
| 5,351,041 | |
| Employee benefit liabilities, less current
portion | |
| 106,926 | | |
| 84,921 | |
| Operating lease liabilities,
less current portion | |
| 1,529,064 | | |
| - | |
| Total
liabilities | |
| 6,763,231 | | |
| 5,435,962 | |
| Commitments and contingencies | |
| - | | |
| | |
| | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | |
| Common stock, $0.01 par value, 100,000,000
shares authorized, 1,238,446 and 1,238,434 shares issued and outstanding, respectively, as of December 31, 2025; 732,338 and
732,326 shares issued and outstanding, respectively, as of June 30, 2025* | |
| 12,384 | | |
| 7,323 | |
| Treasury stock, at cost, 12 shares as of
December 31, 2025 and June 30, 2025* | |
| (1 | ) | |
| (1 | ) |
| Additional paid-in capital* | |
| 79,540,489 | | |
| 65,849,823 | |
| Accumulated deficit | |
| (68,193,661 | ) | |
| (62,533,065 | ) |
| Accumulated other comprehensive
loss | |
| (266,079 | ) | |
| (327,944 | ) |
| Total consolidated Intelligent Bio Solutions
Inc. equity | |
| 11,093,132 | | |
| 2,996,136 | |
| Non-controlling interest | |
| (203,321 | ) | |
| (182,312 | ) |
| Total shareholders’
equity | |
| 10,889,811 | | |
| 2,813,824 | |
| TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 17,653,042 | | |
$ | 8,249,786 | |
| * |
Common
stock and per share amounts have been retroactively adjusted to reflect a 1-for-10 reverse stock split effected on December 15, 2025,
throughout the condensed consolidated financial statements unless otherwise stated. |
Intelligent
Bio Solutions Inc.
Condensed
Consolidated Statements of Operations and Other Comprehensive Income (Loss)*
(Unaudited)
| |
Three
Months Ended December
31, | | |
Six
Months Ended December
31, | |
| | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
$ | 896,774 | | |
$ | 607,494 | | |
$ | 2,008,571 | | |
$ | 1,479,781 | |
| Cost of revenue (exclusive
of amortization shown separately below) | |
| (437,035 | ) | |
| (384,381 | ) | |
| (1,030,541 | ) | |
| (909,867 | ) |
| Gross profit | |
| 459,739 | | |
| 223,113 | | |
| 978,030 | | |
| 569,914 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| | | |
| | | |
| | | |
| | |
| Government support income | |
| 72,720 | | |
| 133,640 | | |
| 265,987 | | |
| 259,768 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| (2,337,041 | ) | |
| (1,809,114 | ) | |
| (4,996,865 | ) | |
| (3,758,130 | ) |
| Development and regulatory approval expenses | |
| (522,113 | ) | |
| (506,944 | ) | |
| (1,008,282 | ) | |
| (1,455,696 | ) |
| Depreciation and amortization | |
| (281,896 | ) | |
| (305,177 | ) | |
| (585,274 | ) | |
| (605,599 | ) |
| Impairment of long-lived
assets | |
| (27,147 | ) | |
| - | | |
| (288,927 | ) | |
| - | |
| Total operating expenses | |
| (3,168,197 | ) | |
| (2,621,235 | ) | |
| (6,879,348 | ) | |
| (5,819,425 | ) |
| Loss from operations | |
| (2,635,738 | ) | |
| (2,264,482 | ) | |
| (5,635,331 | ) | |
| (4,989,743 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense), net | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (56,209 | ) | |
| (13,502 | ) | |
| (60,112 | ) | |
| (35,829 | ) |
| Realized foreign exchange loss | |
| - | | |
| (750 | ) | |
| - | | |
| (801 | ) |
| Interest income | |
| 5,334 | | |
| 21,937 | | |
| 13,838 | | |
| 74,777 | |
| Total other income (expense),
net | |
| (50,875 | ) | |
| 7,685 | | |
| (46,274 | ) | |
| 38,147 | |
| Net loss | |
| (2,686,613 | ) | |
| (2,256,797 | ) | |
| (5,681,605 | ) | |
| (4,951,596 | ) |
| Net loss attributable
to non-controlling interest | |
| (9,023 | ) | |
| (7,327 | ) | |
| (21,009 | ) | |
| (16,493 | ) |
| Net loss attributable
to Intelligent Bio Solutions Inc. | |
$ | (2,677,590 | ) | |
$ | (2,249,470 | ) | |
$ | (5,660,596 | ) | |
$ | (4,935,103 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other comprehensive income (loss) | |
| | | |
| | | |
| | | |
| | |
| Foreign currency translation
gain (loss) | |
| 13,149 | | |
| (143,165 | ) | |
| 61,865 | | |
| 73,190 | |
| Total other comprehensive
income (loss) | |
| 13,149 | | |
| (143,165 | ) | |
| 61,865 | | |
| 73,190 | |
| Comprehensive loss | |
| (2,673,464 | ) | |
| (2,399,962 | ) | |
| (5,619,740 | ) | |
| (4,878,406 | ) |
| Comprehensive loss attributable
to non-controlling interest | |
| (9,023 | ) | |
| (7,327 | ) | |
| (21,009 | ) | |
| (16,493 | ) |
| Comprehensive loss attributable
to Intelligent Bio Solutions Inc. | |
$ | (2,664,441 | ) | |
$ | (2,392,635 | ) | |
$ | (5,598,731 | ) | |
$ | (4,861,913 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share,
basic and diluted* | |
$ | (2.82 | ) | |
$ | (4.96 | ) | |
$ | (6.27 | ) | |
$ | (11.82 | ) |
| Weighted average shares outstanding, basic
and diluted* | |
| 950,829 | | |
| 453,582 | | |
| 902,761 | | |
| 417,345 | |
| * |
Common
stock and per share amounts have been retroactively adjusted to reflect a 1-for-10 reverse stock split effected on December 15, 2025,
throughout the condensed consolidated financial statements unless otherwise stated. |
