Intelligent Bio Solutions Raises ~$5M in Private Placement with Warrants

What Happened

• Intelligent Bio Solutions Inc. announced a securities purchase agreement dated August 31, 2026, and closed the offering on September 2, 2026, raising approximately $5.0 million in gross proceeds through a private placement.
• The Company sold 2,036,659 units consisting of (i) pre-funded warrants (issued in lieu of common stock), (ii) Series N-1 warrants and (iii) Series N-2 warrants. The combined purchase price per unit was $2.455. Each pre-funded warrant converts into one share at $0.01; each Series N-1 and N-2 warrant has a $2.33 exercise price. Warrant terms are generally five years after the registration statement covering the underlying shares is declared effective.

Key Details

• Securities and timing: Purchase Agreement dated Aug 31, 2026; offering closed Sept 2, 2026. Company agreed to file a resale registration statement by Sept 15, 2026 and use best efforts to have it effective by Oct 15, 2026.
• Units and proceeds: 2,036,659 pre-funded warrants issued in lieu of common stock; gross proceeds ≈ $5.0M (before placement agent fees and other expenses; excludes proceeds from any future cash exercise of warrants).
• Exercise and conditions: Pre-funded warrants exercisable immediately (subject to ownership limits) at $0.01; Series N-1 exercisable upon issuance (callable by the Company after public announcement of FDA 510(k) clearance for its Intelligent Fingerprinting Drug Screening System); Series N-2 exercisable only after shareholder approval.
• Placement agent: Ladenburg Thalmann & Co. acted as placement agent. Fees include 8% cash fee + 1% management fee of gross proceeds, 9% fee on gross proceeds from cash exercise of warrants, placement agent warrants equal to 5% of shares sold (101,833 shares) with a $3.06875 exercise price, and up to $145,000 expense reimbursement.

Why It Matters

• The financing provides near-term capital (about $5M gross) to fund working capital and general corporate purposes, reducing immediate liquidity pressure.
• The structure (pre-funded warrants plus multiple warrant series) preserves potential upside for investors and delays some dilution until warrants are exercised or shareholder approvals obtained.
• The Company must file and obtain effectiveness for a resale registration statement (by mid-October 2026 target) to allow resale of the issued shares and underlying warrant shares; placement agent compensation and warrants will add future dilution if exercised.
• Investors should note conditional exercise features tied to ownership limits, shareholder approval (Series N-2), and potential call upon FDA 510(k) clearance for Series N-1 warrants — all affect timing and dilution but are factual terms disclosed in the 8‑K.