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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): October
16, 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, 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 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October
16, 2025, Intelligent Bio Solutions Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”)
at which the stockholders of the Company approved an amendment (the “Plan Amendment”) to the Company’s 2019 Long Term
Incentive Plan (the “2019 Plan”).
The Plan Amendment increased the
aggregate number of shares available for issuance under the 2019 Plan by an additional 495,000 shares (from 1,300,000 shares to 1,795,000
shares). The 2019 Plan and the Plan Amendment are described in further detail in the Company’s definitive proxy statement on Schedule
14A for the Annual Meeting (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”)
on September 19, 2025. A copy of the 2019 Plan, as amended and approved at the Annual Meeting, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated into this item by reference.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
The
Company’s Annual Meeting was held on October 16, 2025, at 3:30 p.m. Eastern Time in
a virtual-only format. The number of shares of common stock that voted on matters presented at the Annual Meeting was 4,482,941
shares, representing approximately 49.65% of the 9,028,712 shares of common stock outstanding as of September 11, 2025, the record date
for the Annual Meeting.
Each
director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described
below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted
to a vote of the stockholders of the Company at the Annual Meeting are set forth below.
The proposals
are described in detail in the Proxy Statement filed with the SEC on September 19, 2025, and are incorporated herein by reference.
Proposal
1. The election of four directors, each to serve until the next annual meeting of stockholders, or until each successor is duly elected
and qualified.
| Nominee |
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
| Stephen Boyages |
|
1,349,921 |
|
503,182 |
|
2,629,838 |
| Jonathan Hurd |
|
1,350,740 |
|
502,363 |
|
2,629,838 |
| Jason Isenberg |
|
1,704,199 |
|
148,904 |
|
2,629,838 |
| Nicola Fraser |
|
1,706,342 |
|
146,761 |
|
2,629,838 |
Proposal 2. To ratify
the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 4,246,183 |
|
227,964 |
|
8,794 |
|
0 |
Proposal
3. To approve the amendment of the Company’s 2019 Long Term Incentive Plan (the “2019 Plan”) to increase
the number of shares of common stock authorized for issuance under the 2019 Plan by an additional 495,000, such that the aggregate number
of shares subject to the 2019 Plan is increased from 1,300,000 shares to 1,795,000 shares.
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 1,280,040 |
|
568,296 |
|
4,767 |
|
2,629,838 |
Proposal 4. To approve,
for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 4,147,616 shares of common stock upon the exercise of
the warrants, which shares collectively represent 20% or more of the Company’s common stock outstanding prior to issuance (the “Warrant
Exercise Proposal”).
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 1,657,719 |
|
194,030 |
|
1,354 |
|
2,629,838 |
Proposal 5. To approve an amendment to the
Company’s Amended and Restated Certificate of Incorporation to effect, at any time within 12 months following the date of stockholder
approval and solely if the Board determines such amendment is advisable to regain compliance with the minimum bid price requirements of
the Nasdaq Capital Market, a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio
to be set within that range at the Board’s discretion without further stockholder approval (the “Reverse Stock Split Proposal”).
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 3,964,688 |
|
513,148 |
|
5,105 |
|
0 |
Proposal 6. To authorize the adjournment of
the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Warrant Exercise Proposal.
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 1,659,698 |
|
187,819 |
|
5,586 |
|
2,629,838 |
Proposal 7. To authorize the adjournment of
the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split
Proposal.
| Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
| 3,964,671 |
|
489,683 |
|
28,587 |
|
0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| No. |
|
Description |
| 10.1 |
|
Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended October 16, 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:
October 21, 2025 |
|
|
| |
|
|
| |
INTELLIGENT BIO SOLUTIONS INC. |
| |
|
|
| |
By: |
/s/ Spiro Sakiris |
| |
Name: |
Spiro Sakiris |
| |
Title: |
Chief Financial Officer |
