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INTELLIGENT BIO SOLUTIONS INC

For the period ended Mar 31, 2024. Filed May 8, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 8, 2024

INBS$1.97+11.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2023-12-31; filed 2024-02-09.

0001493152-24-005569

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-03-31; filed 2024-05-08.

0001493152-24-018167

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 83 previous paragraphs and 81 current paragraphs.

51 unchanged; 25 reworded; 5 added; 6 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Selling, general and administrative expenses increased by $527,076 to $1,898,754 from $2,425,830 for the quarter ended March 31, 2024, compared to the same period in 2023. This increase is primarily due to engagement of consultants for marketing, media and investor relationship management, capital raising, professional fees for legal and compliance as the Company continues to expand its business and conduct clinical study as it progresses along its 510(k) pathway.

Current report

Selling, general and administrative expenses increased by $993,473 to $6,587,934 from $5,594,461 for the nine months ended March 31, 2024, compared to the same period in 2023. This increase is primarily due to engagement of consultants for marketing, media and investor relationship management, capital raising, professional fees for legal and compliance as the Company continues to expand its business and conduct clinical study as it progresses along its 510(k) pathway.

Current report

The fair value gain decreased by $269,787 from $269,787 to $0 for the quarter ended March 31, 2024, as compared to the same period in 2023. This increase is due to the revaluation gains on the convertible notes and contingent consideration for holdback shares resulting from the acquisition of IFP in the March 2023 quarter. The convertible notes and holdback Series C Preferred Stock shares were converted into common shares in May 2023 and October 2023 respectively.

Current report

Net loss attributable to INBS decreased by $3,366,239 from $6,343,906 to $2,977,667 for the quarter ended March 31, 2024, compared to the same period in 2023. This decrease is primarily driven by impairment of goodwill of $4,096,490 in the quarter ending March 2023, offset by increase in the selling, general and administrative expenses as discussed above.
Removed paragraphs (6)

Previous report

Selling, general and administrative expenses decreased by $540,245 to $1,705,044 from $2,245,289 for the quarter ended December 31, 2023, compared to the same period in 2022. This is a result of improvements in the business as we seek to streamline the IFP business following the acquisition in the prior period and improve our fiscal performance by focusing on improving the cost efficiency of the combined businesses.

Previous report

General and administrative expenses increased by $466,397 to $4,162,104 from $3,695,707 for the six months ended December 31, 2023, compared to the same period in 2022. This is largely due to the effects of acquisition of IFP, as results of operations of IFP were consolidated in the current period from October 4, 2023 and therefore the associated costs were not included for over half of this reporting period.

Previous report

The fair value gain decreased by $1,748,603 from $1,793,091 to $44,488 for the quarter ended December 31, 2023, as compared to the same period in 2022. This is mainly due to revaluation gain on convertibles notes recorded during the quarter ended December 2022. The Company did not record a fair value gain or loss during the quarter ended December 31, 2023 as the convertible notes were converted into common shares in May 2023.

Previous report

On October 4, 2023, the Company raised approximately $4.38 million prior to deducting underwriting discounts and commissions and offering expenses, via a registered underwritten public offering of the Company’s securities. Net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $3.79 million. Refer to Note 10 for details.
Reworded paragraphs (25)

Previous wording

Comparison of the Three and Six Months Ended December 31, 2023 and 2022

Current wording

Comparison of the Three and Nine Months Ended March 31, 2024 and 2023

Previous wording

Revenue from sales of goods increased by $407,385 from $356,679 to $764,064 for the quarter ended December 31, 2023, compared to same period in 2022. This is due to the expansion of the customer base, both in the pre-existing markets and expansion into new regions. We expect this trend to continue as we expand into new markets in the future.

Current wording

Revenue from sales of goods increased by $366,742 from $457,058 to $823,800 for the quarter ended March 31, 2024, compared to same period in 2023. This is due to the expansion of the customer base, both in the pre-existing markets and expansion into new regions. We expect this trend to continue as we expand into new markets in the future.

Previous wording

Revenue from sales of goods increased by $1,203,478 from $356,679 to $1,560,157 for the six months ended December 31, 2023, compared to same period in 2022. This is due to the acquisition of IFP on October 4, 2022 following which the revenue started to grow. The overall revenue increase is attributable to the expansion of the customer base as noted above.

Current wording

Revenue from sales of goods increased by $1,570,220 from $813,737 to $2,383,957 for the nine months ended March 31, 2024, compared to same period in 2023. This is both due to the acquisition of IFP on October 4, 2022, and the subsequent expansion of the customer base as noted above.

Previous wording

Cost of revenue increased by $452,180 from $112,635 to $564,815 for the quarter ended December 31, 2023, compared to same period in 2022. Cost of revenue relates to the direct labor, direct material costs and direct overhead costs incurred in the production of the goods. This is in line with expectations, as we grow the business and expand into new markets, which will drive revenue growth.

Current wording

Cost of revenue increased by $221,302 from $424,009 to $645,311 for the quarter ended March 31, 2024, compared to same period in 2023. Cost of revenue relates to the direct labor, direct material costs and direct overhead costs incurred in the production of the goods. This is in line with expectations, as we grow the business and expand into new markets, which will drive revenue growth.

Previous wording

Cost of revenue increased by $1,015,943 from $112,635 to $1,128,578 for the six months ended December 31, 2023, compared to same period in 2022. The increase in cost of revenue is driven by the increase in revenue.

Current wording

Cost of revenue increased by $1,237,245 from $536,644 to $1,773,889 for the nine months ended March 31, 2024, compared to same period in 2023. The increase in cost of revenue is driven by the increase in revenue, attributable to the acquisition of IFP in October 2022.

Previous wording

Gross profit decreased by $44,796 from $244,044 to $199,248 for the quarter ended December 31, 2023, compared to same period in 2022. This has been driven by increased direct costs in establishing our product in the new market and acquiring new customers. We expect gross profit margin to stabilize as the business expands its customer base in existing and new markets.

Current wording

Gross profit increased by $145,440 from $33,049 to $178,489 for the quarter ended March 31, 2024, compared to same period in 2023. This has been driven by increased revenue from acquiring new customers for the IFP product, offset by direct costs in establishing our product in the new market and acquiring new customers. We expect gross profit margin to continue to grow as the business expands its customer base in existing and new markets.

Previous wording

Gross profit increased by $ 187,535 from $244,044 to $431,579 for the six months ended December 31, 2023, compared to same period in 2022. This is due to the growth in revenue due to expansion of the customers base, offset by the increased direct costs of establishing our product in new markets and acquiring new customers.

Current wording

Gross profit increased by $332,975 from $277,093 to $610,068 for the nine months ended March 31, 2024, compared to same period in 2023. This is due to the growth in revenue due to expansion of the customers base, offset by the increased direct costs of establishing our product in new markets and acquiring new customers.

Previous wording

Government support income in the IFPG and SGBP segments decreased by $116,421 from $269,625 to $153,204 for the quarter ended December 31, 2023, compared to same period in 2022. This decrease was primarily attributable to timing of amount spent on qualifying research and development expenditure for research and development government subsidies.

Current wording

Government support income in the IFPG and SGBP segments decreased by $33,838 from $117,680 to $83,842 for the quarter ended March 31, 2024, compared to same period in 2023. This decrease was primarily attributable to timing of amounts spent on qualifying research and development expenditure for research and development government subsidies.

Previous wording

Government support income in the IFPG and SGBP segment decreased by $317,870 from $580,945 to $263,075 for the six months ended December 31, 2023, compared to same period in 2022. This decrease was primarily attributable to timing of the amount spent on qualifying research and development expenditure for research and development government subsidies.

Current wording

Government support income in the IFPG and SGBP segment decreased by $351,708 from $698,625 to $346,917 for the nine months ended March 31, 2024, compared to same period in 2023. This decrease was primarily attributable to timing of the amounts spent on qualifying research and development expenditure for research and development government subsidies.

Previous wording

Development and regulatory approval expenses increased by $347,261 from $1,191 to $348,452 for the quarter ended December 31, 2023, compared to the same period in 2022. This increase is primarily driven by amount spent on in-house research and development staff and timing of R&D work performed by the research partners engaged by the business.

Current wording

Development and regulatory approval expenses increased by $171,415 from $299,898 to $471,313 for the quarter ended March 31, 2024, compared to the same period in 2023. This increase is primarily driven by amount spent on in-house research and development staff and timing of R&D work performed by the research partners engaged by the business.

Previous wording

Development and regulatory approval expenses increased by $371,934 from $80,465 from $452,399 for the six months ended December 31, 2023, compared to the same period in 2022. This increase is primarily driven by amount spent on in-house research and development staff and timing of R&D work performed by the research partners engaged by the business.

Current wording

Development and regulatory approval expenses increased by $543,349 from $380,363 to $923,712 for the nine months ended March 31, 2024, compared to the same period in 2023. This increase is primarily driven by amount spent on in-house research and development staff and timing of R&D work performed by the research partners engaged by the business, as noted above.

Previous wording

As the Company’s operating activities increase, we expect its development and regulatory expenses to increase in future periods, as demonstrated by the results above.

Current wording

As the Company continues its FDA 501(k) clinical study plan, we expect its development and regulatory expenses to increase in future periods, as demonstrated by the results above.Depreciation and amortization

Previous wording

Depreciation and amortization decreased by $107,843 from $398,156 to $290,313 for the quarter ended December 31, 2023, compared to same period in 2022. This is due to the re-evaluation of the useful life of the technology assets acquired from IFP on October 4, 2022. The life of the technology assets was increased from 5 years to 7 years on April 1, 2023.

Current wording

Depreciation and amortization decreased by $80,063 from $398,986 to $318,923 for the quarter ended March 31, 2024, compared to same period in 2023. This is due to the re-evaluation of the useful life of the technology assets acquired from IFP on October 4, 2022. The life of the technology assets was increased from 5 years to 7 years on April 1, 2023.

Previous wording

Depreciation and amortization increased by $199,717 from $398,156 to $597,873 for the six months ended December 31, 2023, compared to same period in 2022. This is due to the acquisition of IFP and amortization of acquired Intangibles during the current period, offset by the revaluation of the useful life of technology assets as noted above.

Current wording

Depreciation and amortization increased by $119,654 from $797,142 to $916,796 for the nine months ended March 31, 2024, compared to same period in 2023. This is mainly due to inclusion of amortization of intangible assets for nine months to March 31, 2024 results as compared to approximately six months to March 31, 2023 upon the acquisition of IFP in October 2022 offset by the revaluation of the useful life of technology assets as noted above.

Previous wording

Interest expense decreased by $44,299 from $76,767 to $32,468 for the quarter ended December 31, 2023, as compared to the same period in 2022. This decrease was attributable to the conversion of the convertible notes into common shares of the Company in May 2023.

Current wording

Interest expense decreased by $43,451 from $86,125 to $42,674 for the quarter ended March 31, 2024, as compared to the same period in 2023. This decrease was attributable to the conversion of the convertible notes into common shares of the Company in May 2023.

Previous wording

Interest expenses decreased by $7,916 from $77,832 to $69,916 for the six months ended December 31, 2023, as compared to the same period in 2022. This decrease was attributable to the conversion of the convertible notes into common shares of the Company in May 2023.

Current wording

Interest expenses decreased by $51,367 from $163,957 to $112,590 for the nine months ended March 31, 2024, as compared to the same period in 2023. This decrease was attributable to the conversion of the convertible notes into common shares of the Company in May 2023.

Previous wording

Realized foreign exchange loss decreased by $13,346 to $555 from a loss of $13,901 for the quarter ended December 31, 2023, compared to the same period in fiscal 2022. This decrease was largely attributable to more favorable exchange rates while settling transactions in currencies other than its functional currencies.

Current wording

Realized foreign exchange loss increased by $8,208 to a loss of $996 from an income of $7,212 for the quarter ended March 31, 2024, compared to the same period in fiscal 2023. This decrease was largely attributable to less favorable exchange rates while settling transactions in currencies other than its functional currencies.

Previous wording

Realized foreign exchange loss decreased by $15,593 to $555 from a loss of $16,148 for the six months ended December 31, 2023, compared to the same period in fiscal 2022. This decrease was largely attributable to more favorable exchange rates while settling transactions in currencies other than its functional currencies.

Current wording

Realized foreign exchange loss decreased by $7,385 to a loss of $1,551 from a loss of $8,936 for the nine months ended March 31, 2024, compared to the same period in fiscal 2023. This decrease was largely attributable to more favorable exchange rates while settling transactions in currencies other than its functional currencies.

Previous wording

The fair value gain decreased by $1,617,353 from $1,793,091 to $175,738 for the six months ended December 31, 2023 as compared to the same period in 2022. This is due to the conversion of convertible notes of IFP into common shares of INBS as noted above.

Current wording

The fair value gain decreased by $1,887,140 from $2,062,878 to $175,738 for the nine months ended March 31, 2024 as compared to the same period in 2023. This is due to the conversion of convertible notes and holdback shares into common shares of INBS as noted above.

Previous wording

There was no income tax expense for both the three and six months ended December 31, 2023, and 2022, respectively, as the Company has established a full valuation allowance for all its deferred tax assets.

Current wording

There was no income tax expense for both the three and nine months ended March 31, 2024, and 2023, respectively, as the Company has established a full valuation allowance for all its deferred tax assets.

Previous wording

Unrealized foreign currency translation gain decreased by $286,464 from $361,597 to $75,133 for the quarter ended December 31, 2023, compared to the same period in 2022. It is calculated based on the Company’s unsettled transactions in currencies other than its functional currency and translation of Assets and Liabilities of foreign subsidiaries in reporting currency.

Current wording

Unrealized foreign currency translation loss increased by $66,239 from $77,787 to $144,026 for the quarter ended March 31, 2024, compared to the same period in 2023. It is calculated based on the Company’s unsettled transactions in currencies other than its functional currency and translation of Assets and Liabilities of foreign subsidiaries in reporting currency.

Previous wording

Unrealized foreign currency translation gain decreased by $168,921 from $226,038 to $57,117 for the quarter ended December 31, 2023, compared to the same period in 2022. It is calculated based on the Company’s unsettled transactions in currencies other than its functional currency and translation of Assets and Liabilities of foreign subsidiaries in reporting currency.

Current wording

Unrealized foreign currency translation gain decreased by $235,160 from a gain of $148,251 to a loss of $86,909 for the quarter ended March 31, 2024, compared to the same period in 2023. It is calculated based on the Company’s unsettled transactions in currencies other than its functional currency and translation of Assets and Liabilities of foreign subsidiaries in reporting currency.

Previous wording

Net loss attributable to INBS increased by $2,765,952 from $1,628,893 to $4,394,845 for the six months ended December 31, 2023, compared to the same period in 2022. This increase is primarily driven by combined results of operations after the acquisition of IFP offset by a recognition of fair value gain on revaluation of convertible notes and Closing Holdback Shares of $ 1,793,091 during the same period in 2022.

Current wording

Net loss attributable to INBS decreased by $600,287 from $7,972,799 to $7,372,512 for the nine months ended March 31, 2024, compared to the same period in 2023. This decrease is primarily driven by goodwill impairment charges of $4,096,490 and combined results of operations after the acquisition of IFP offset by a recognition of fair value gain on revaluation of convertible notes and holdback Series C Preferred Stock of $2,062,878 during the same period in 2023.

Previous wording

Since our inception, our operations have primarily been financed through the issuance of our common stock, redeemable convertible preferred stock, and the incurrence of debt. As of December 31, 2023, we had $1,119,004 in cash and cash equivalents and a working capital deficit of $2,238,430.

Current wording

Since our inception, our operations have primarily been financed through the issuance of our common stock, redeemable convertible preferred stock, warrants, and the incurrence of debt. As of March 31, 2024, we had $9,397,523 in cash and cash equivalents and working capital of $5,814,284.

Previous wording

The Company expects that its cash and cash equivalents as of December 31, 2023, will be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. There can be no assurance that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to us, or at all.

Current wording

The Company expects that its cash and cash equivalents as of March 31, 2024, may be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. There can be no assurance that, in the event that the Company requires additional financing, such financing may be available on terms which are favorable to us, or at all.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net loss attributable to INBS increased by $1,549,041 from $420,600 to $1,969,641 for the quarter ended December 31, 2023, compared to the same period in 2022. This increase is primarily driven by combined results of operations after the acquisition of IFP offset by a recognition of fair value gain on revaluation of convertible notes Closing Holdback Shares of $ 1,793,091 during the same period in 2022.