[D] Intelligent Bio Solutions Inc. SEC Filing

Rhea-AI Filing Summary

Intelligent Bio Solutions, Inc. (INBS) filed a Form D reporting a Regulation D, Rule 506(b) offering in which the issuer raised $3,839,356. The filing shows the total amount offered equaled the amount sold, with 0 remaining to be sold. Proceeds include cash from warrant exercises and pre-payments tied to Series J warrants issued in the private placement; up to $7,688,266 could arise from future J warrant exercises if exercised after stockholder approval. The placement agent was Ladenburg Thalmann & Co. Inc., with estimated cash commissions of $345,542 and agent warrants for 101,160 common shares at an exercise price of $2.375. The offering involved 7 investors and the issuer reported a minimum investment accepted of $0.

Positive

• Offering fully subscribed: Total offering amount of $3,839,356 was sold with $0 remaining.
• Potential additional capital: Series J warrants could provide up to $7,688,266 in future proceeds if exercised (subject to shareholder approval).
• Placement agent disclosed: Engagement of Ladenburg Thalmann & Co. Inc. with explicit commission and warrant terms increases transactional transparency.

Negative

• Placement costs and dilution: Estimated cash commissions of $345,542 plus placement-agent warrants for 101,160 shares at $2.375 create immediate expense and future dilution.
• Concentrated investor base: Only 7 investors participated, indicating concentration of ownership from this round.
• Limited issuer disclosure: Issuer selected "Decline to Disclose" for revenue/asset ranges, reducing financial transparency.

Insights

Securities Analyst

TL;DR: INBS completed a Rule 506(b) financing that raised $3.84M, includes negotiable warrants and material placement-agent compensation.

The filing shows a completed private placement raising $3,839,356, fully subscribed. The instrument mix emphasizes options/warrants, including Series J warrants that could generate up to $7,688,266 if exercised subject to shareholder approval. Placement-agent cash commissions of $345,542 plus agent warrants for 101,160 shares at $2.375 create near-term cash costs and future dilution. With only seven investors disclosed, the capital is relatively concentrated. Overall this is a routine financing with dilutive features and contingent future proceeds, warranting monitoring of potential dilution and timing of any exercises.

Corporate Governance Expert

TL;DR: The financing uses standard Reg D mechanics but includes contingent warrant proceeds tied to shareholder approval, affecting future capital structure.

The Form D indicates management authorized a private placement under Rule 506(b) and issued Series J warrants in connection with the inducement agreements. Future cash inflows from those warrants depend on stockholder approval before exercisability, which links governance actions to capital outcomes. The issuer also declined to disclose revenue/net-asset ranges, reducing transparency for external stakeholders. The disclosure of placement-agent compensation and agent warrants is explicit and allows stakeholders to quantify near-term dilution and agent incentives.

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
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.

Glucose Biosensor Systems (Greater China) Holdings, Inc.

GBS, 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 ST.		5TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10036	(646) 828-8258

3. Related Persons

Last Name	First Name	Middle Name
Simeonidis	Harry
Street Address 1	Street Address 2
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 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
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 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
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hurd	Jonathan
Street Address 1	Street Address 2
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Isenberg	Jason
Street Address 1	Street Address 2
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Fraser	Nicola
Street Address 1	Street Address 2
c/o Intelligent Bio Solutions, Inc.	135 West 41st St., 5th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10036

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

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	2025-07-25				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)

	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.	000000505
(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 NEVADA NEW YORK PENNSYLVANIA TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$3,839,356	USD	or Indefinite
Total Amount Sold	$3,839,356	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Proceeds from warrant exercises & pre-payments per Inducement Ltr. Agmts. Series J Warrants for up to 4,046,456 shares issued in private placement. Up to $7,688,266 from future J Warrant exercises (if any) excluded; exercisable after stockholder approval.

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:

7

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	$345,542	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

In addition to the cash fees, the placement agent also received warrants to purchase 101,160 shares of common stock at an exercise price of $2.375 per share.

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	2025-08-11

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.

FAQ

What amount did Intelligent Bio Solutions (INBS) raise in this Form D filing?

The issuer reports raising $3,839,356 in the offering.

What securities were offered in the INBS Form D notice?

The filing indicates options/warrants or rights to acquire securities were offered, including Series J warrants tied to the private placement.

Who acted as placement agent and what compensation was disclosed?

Ladenburg Thalmann & Co. Inc. was disclosed as the placement agent with estimated cash commissions of $345,542 and agent warrants for 101,160 shares at an exercise price of $2.375.

How many investors participated in the INBS offering?

The filing reports a total of 7 investors in the offering.

Are there potential future proceeds from warrants disclosed in the filing?

Yes. The filing notes up to $7,688,266 could result from future Series J warrant exercises if those warrants are exercised after stockholder approval.