[8-K] Intelligent Bio Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

Psyence Biomedical Ltd. (PBM) filed a Form S-8 to register an additional 70,174 common shares for issuance under its 2023 Equity Incentive Plan.

The new registration supplements the 3,360 shares filed on July 31, 2024, bringing the total shares registered under the plan to 73,534. The filing contains no operating results or guidance; it simply updates the share pool available for future option, RSU and other equity awards to employees, directors and consultants.

• Filer classification: non-accelerated filer, smaller reporting company, emerging growth company.
• Key exhibits include counsel’s opinion (5.1), auditor consent (23.1) and the amended equity plan (99.1).
• Incorporates by reference PBM’s Form 20-F (FY ended 3/31/25) and recent Form 6-K reports.

The S-8 is routine, involves no immediate cash proceeds and poses only minor dilution given the limited share count.

Insights

Securities Analyst

TL;DR: Routine S-8 adds 70k shares to equity plan; negligible dilution, neutral valuation impact.

Registering ~70k additional shares (≈0.1% of a typical micro-cap float) is standard housekeeping. It ensures PBM can continue issuing equity incentives without separate registrations, aiding talent retention. Because shares are issued over time and only upon grant or exercise, cash flow and earnings are unaffected today. Unless aggregate incentive issuance accelerates, market impact should be minimal.

Corporate Governance Expert

TL;DR: Filing maintains legal compliance and expands authorized awards; governance risk remains low.

Form S-8 keeps the 2023 plan SEC-compliant by covering incremental share needs. The company discloses standard undertakings and retains existing indemnification language. No change to board composition or control is implied. Shareholders should monitor cumulative grants to ensure alignment with performance, but the small addition does not materially alter governance dynamics.

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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): July 23, 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, 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 7.01 Regulation FD Disclosure.

On July 23, 2025, Intelligent Bio Solutions Inc. (the “Company”) issued a press release (the “Press Release”) announcing the successful collection of new data that further reinforces the security and performance of its Intelligent Fingerprinting Drug Screening System, strengthening its FDA 510(k) submission. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The foregoing disclosure is qualified in its entirety by the full text of the Press Release.

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
99.1		Press Release, dated July 23, 2025
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: July 23, 2025
	INTELLIGENT BIO SOLUTIONS INC.
	By:	/s/ Spiro Sakiris
	Name:	Spiro Sakiris
	Title:	Chief Financial Officer

FAQ

How many additional shares is Psyence Biomedical (PBM) registering?

The Form S-8 registers 70,174 additional common shares.

What is the total share pool now covered by the 2023 Equity Incentive Plan?

After this filing, 73,534 shares are registered under the plan.

Does the S-8 filing impact PBM’s earnings or cash flow?

No. Shares are issued only when awards are granted or exercised, so no immediate financial impact occurs.

What filer status does PBM claim in this registration?

PBM is a non-accelerated filer, smaller reporting company, and emerging growth company.

Which documents are incorporated by reference in the S-8?

PBM’s Form 20-F for FY 2025 and recent Form 6-K reports are incorporated.