INTELLIGENT BIO SOLUTIONS INC. 8-K

What Happened Intelligent Bio Solutions Inc. (INBS) announced a private placement under a Securities Purchase Agreement dated December 31, 2025, which closed on January 2, 2026. The Offering raised approximately $10.0 million in gross proceeds (before placement agent fees and expenses) through the sale of common stock (and/or Pre‑Funded Warrants) together with Series K‑1 and Series K‑2 warrants. At closing the company issued 105,000 shares of common stock and 2,193,850 Pre‑Funded Warrants; immediately after issuing the 105,000 shares the company reported 1,216,142 shares issued and outstanding.

Key Details

• Offering structure: combined unit price of $4.35 per one share (or one Pre‑Funded Warrant) plus accompanying Series K‑1 and Series K‑2 Warrants.
• Securities issued at closing: 105,000 common shares and 2,193,850 Series L Pre‑Funded Warrants (each exercisable into one share at $0.01).
• Warrants: Series K‑1 and Series K‑2 Warrants (each series covers up to 2,298,850 shares per the agreement) exercisable at $4.10 per share; warrants have a five‑year term measured from effectiveness of a registration statement.
• Registration rights: company agreed to file a resale registration statement by January 10, 2026 and use best efforts to have it declared effective by February 14, 2026.
• Placement agent fees: cash fee 8% of gross proceeds, management fee 1%, 9% fee on gross proceeds from cash exercise of warrants, and expense reimbursement up to $145,000.
• Use of proceeds: working capital and general corporate purposes. Securities were sold in a private placement to accredited investors under Rule 506 and Section 4(a)(2).

Why It Matters This transaction provides near‑term cash (about $10.0M gross) to support operations and corporate needs, which can help the company's liquidity. However, it also creates potential dilution: there are large numbers of Pre‑Funded Warrants and K‑series warrants outstanding that could convert into shares (Pre‑Funded Warrants exercisable for $0.01), and the company’s share count increased to 1,216,142 following the closing. Investors should watch the registration statement timeline and any future exercises of warrants (and resulting cash inflows or dilution), as these will affect share count and capital structure.