Intelligent Bio raises $4.98M in private deal

INTELLIGENT BIO SOLUTIONS INC. completed a $4.98 million exempt equity and warrant offering under Rule 506(b), paying cash and warrant compensation to its placement agent.

Rhea-AI Filing Summary

INTELLIGENT BIO SOLUTIONS INC. (INBS) filed a Form D for a new exempt private offering under Rule 506(b) of Regulation D, covering equity and warrants. The company reports that it has sold $4,979,631 of securities, with no remaining amount offered, and states the offering was closed on September 2, 2026 after a first sale on August 31, 2026.

Ladenburg Thalmann & Co. Inc. acted as placement agent, receiving $399,999.83 in commissions, a $49,999.98 management fee, $60,000 in expense reimbursement, and warrants for 101,832 shares of common stock, plus an ongoing 9% commission on gross proceeds from Series N-1 and N-2 warrant exercises. The issuer is a Delaware corporation in the health care biotechnology sector and declined to disclose its revenue range.

Key Figures

Total Amount Sold: $4,979,631 Total Remaining to be Sold: $0 Placement Agent Commission: $399,999.83 +5 more

8 metrics

Total Amount Sold $4,979,631 Exempt offering amount reported on Form D

Total Remaining to be Sold $0 Indicated remaining amount in the same offering

Placement Agent Commission $399,999.83 Cash commission paid to Ladenburg Thalmann & Co. Inc.

Management Fee $49,999.98 Management fee paid to Ladenburg Thalmann & Co. Inc.

Expense Reimbursement $60,000 Expense reimbursement to Ladenburg Thalmann & Co. Inc.

Placement Agent Warrants 101,832 shares Common stock warrants issued to Ladenburg Thalmann & Co. Inc.

Commission on Warrant Exercises 9% Commission on gross proceeds from Series N-1 and N-2 warrant exercises

Date of First Sale August 31, 2026 Initial sale date for the exempt offering

Key Terms

Rule 506(b), Regulation D, accredited investors, covered securities, +1 more

5 terms

Rule 506(b) regulatory

"Federal Exemption(s) and Exclusion(s) Claimed ... Rule 506(b)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

accredited investors financial

"securities in the offering have been or may be sold to persons who do not qualify as accredited investors"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Investment Company Act of 1940 regulatory

"Is the issuer registered as an investment company under the Investment Company Act of 1940?"

A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did INTELLIGENT BIO SOLUTIONS INC. (INBS) raise in this Form D offering?

INTELLIGENT BIO SOLUTIONS INC. reports $4,979,631 in total amount sold in its exempt offering, with $0 remaining to be sold. The company also discloses that the offering was closed on September 2, 2026 after an initial sale on August 31, 2026.

What types of securities did INBS offer in this Form D financing?

The offering by INTELLIGENT BIO SOLUTIONS INC. includes equity securities and options, warrants or other rights to acquire another security. The filing also notes that Ladenburg Thalmann received warrants for 101,832 shares of common stock as part of its compensation.

Under which exemption did INBS conduct this private offering?

INTELLIGENT BIO SOLUTIONS INC. conducted the private offering under Rule 506(b) of Regulation D. The Form D indicates Rule 506(b) as the claimed federal exemption, which allows certain exempt offerings without SEC registration, subject to specific investor and disclosure conditions.

What compensation did Ladenburg Thalmann receive in the INBS Form D offering?

Ladenburg Thalmann & Co. Inc. received $399,999.83 in commission, a $49,999.98 management fee, and $60,000 in expense reimbursement, plus warrants for 101,832 shares of common stock and a continuing 9% commission on gross proceeds from Series N-1 and N-2 warrant exercises.

When did the INTELLIGENT BIO SOLUTIONS INC. (INBS) Form D offering start and end?

The Form D states that the date of first sale was August 31, 2026, and that the offering was closed on September 2, 2026. The total amount sold by the end of the offering was $4,979,631, with no remaining amount to be sold.

What industry and size characteristics does INBS report in this Form D?

INTELLIGENT BIO SOLUTIONS INC. identifies its industry group as Health Care – Biotechnology. For issuer size, it selected Decline to Disclose for its revenue or aggregate net asset value range, so no specific size band is provided in the notice.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 11:23 AM Accepted by SEC EDGAR 09/14/2026 - 11:23 AM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001725430

GBS Inc.

Glucose Biosensor Systems (Greater China) Holdings, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

INTELLIGENT BIO SOLUTIONS INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
INTELLIGENT BIO SOLUTIONS INC.
Street Address 1		Street Address 2
135 West 41st Street		5th Floor
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
New York	NEW YORK	10036	646-790-5756

3. Related Persons

Last Name	First Name	Middle Name
Simeonidis	Harry
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer

Last Name	First Name	Middle Name
Sakiris	Spiro
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Boyages	Steven
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director

Last Name	First Name	Middle Name
Hurd	Jonathan
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director

Last Name	First Name	Middle Name
Isenberg	Jason
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director

Last Name	First Name	Middle Name
Fraser	Nicola
Street Address 1	Street Address 2
135 West 41st Street 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Director

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	X Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-08-31				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Ladenburg Thalmann & Co. Inc.	505
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
640 5th Avenue	4th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
ILLINOIS

13. Offering and Sales Amounts

Total Offering Amount	$4,979,631	USD	or Indefinite
Total Amount Sold	$4,979,631	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Offering closed September 2, 2026

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$399,999	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Ladenburg received $399,999.83 in commission, a $49,999.98 management fee, $60,000 expense reimbursement, and warrants for 101,832 shares of common stock. Ladenburg also receives 9% commission on gross proceeds from Series N-1 and N-2 Warrant exercises.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
INTELLIGENT BIO SOLUTIONS INC.	/s/ Spiro Sakiris	Spiro Sakiris	Chief Financial Officer	2026-09-14

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.