INTELLIGENT BIO SOLUTIONS INC.
For the period ended Sep 19, 2025. Filed Sep 19, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 19, 2025 · Filed Sep 19, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Intelligent Bio Solutions Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Intelligent Bio Solutions Inc.
135 West, 41st Street, 5th Floor
New York, NY 10036
To the Stockholders of Intelligent Bio Solutions Inc.
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Intelligent Bio Solutions Inc. (the “Company”). The Annual Meeting will be held virtually at 3:30 p.m. Eastern Time on October 16, 2025, or at such other time or such other date to which the meeting may be adjourned. The Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Information regarding each of the matters to be voted on at the Annual Meeting is contained in the attached Proxy Statement and Notice of Annual Meeting of Stockholders. The Proxy Statement also includes instructions on how to vote. We urge you to read the Proxy Statement carefully.
We will mail our Proxy Statement, along with a proxy card, on or about September 19, 2025, to our stockholders of record as of the close of business on September 11, 2025. These materials and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025, are available online at https://web.viewproxy.com/inbs/2025AM2.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the virtual Annual Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. Only stockholders who held shares at the close of business on the record date, September 11, 2025, may vote at the Annual Meeting. As an alternative to voting online during the Annual Meeting, you may vote in advance of the Annual Meeting, via the Internet or by signing, dating and returning the proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting.
We look forward to seeing you virtually on October 16, 2025.
Very truly yours,
/s/ Steven Boyages
Steven Boyages
Chairman of the Board of Directors
Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be Held on October 16, 2025.
Electronic copies of the Notice of Annual Stockholder Meeting, our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”) are available online at https://web.viewproxy.com/inbs/2025AM2.
135 West, 41st Street, 5th Floor, New York, NY 10036
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on October 16, 2025
To the Stockholders of Intelligent Bio Solutions Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders for the fiscal year ended June 30, 2025 (the “Annual Meeting”) of Intelligent Bio Solutions Inc. (the “Company”) will be held on October 16, 2025, at 3:30 p.m. Eastern Time. We have determined that the Annual Meeting will be held in a virtual meeting format via the Internet. There will not be a physical meeting location for the Annual Meeting.
The live audio webcast of the Annual Meeting will begin promptly at 3:30 p.m. Eastern Time. You should ensure that you have a strong internet connection to participate in the Annual Meeting, and you should allow plenty of time to login to ensure that you can hear the streaming audio prior to the start of the Annual Meeting. In order to attend the meeting virtually, you must first register at https://web.viewproxy.com/inbs/2025AM2 by 11:59 p.m. Eastern Time on October 15, 2025. After registering, you will receive an e-mail containing a unique link and password that will enable you to attend the meeting and vote at the meeting and at any adjournment or postponement thereof. If you encounter any difficulties accessing the Annual Meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com or you can call 1-866-612-8937.
We will mail our proxy statement, along with a proxy card, on or about September 19, 2025, to our stockholders of record as of the close of business on September 11, 2025(the “Record Date”).
The Annual Meeting will be held for the following purposes, as described in the accompanying proxy statement:
| ● | Elect four directors of the Company nominated by the Board of Directors (the “Board”) (“Proposal 1”); |
|---|---|
| ● | To ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026 (the “Auditor Ratification Proposal” or “Proposal 2”); |
| ● | To approve the amendment of the Company’s 2019 Long Term Incentive Plan (the “2019 Plan”) to increase the number of shares of common stock subject to the 2019 Plan by an additional 495,000 shares, such that the aggregate number of shares subject to the 2019 Plan is increased from 1,300,000 shares to 1,795,000 shares (the “2019 Plan Amendment Proposal” or “Proposal 3”); |
| ● | To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of up to 4,147,616 shares of our common stock underlying (a) Series J common stock purchase warrants to purchase up to 4,046,456 shares of common stock issued pursuant to warrant exercise inducement offer letters dated July 25, 2025 (the “Warrant Inducement Transaction”), and (b) warrants to purchase up to 101,160 shares of common stock issued to the placement agent in the Warrant Inducement Transaction, with such warrants collectively representing 20% or more of our common stock outstanding prior to issuance (the “Warrant Exercise Proposal” or “Proposal 4”); |
| ● | To approve an amendment to our Amended and Restated Certificate of Incorporation to effect, at any time within 12 months following the date of stockholder approval and solely if the Board determines it is advisable to regain* compliance with the minimum bid price requirements of the Nasdaq Capital Market, a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-10, with the exact ratio to be set within that range at the Board’s discretion without further stockholder approval (the “Reverse Stock Split Proposal” or “Proposal 5”); *The Company is currently in compliance with the minimum bid price requirements of the Nasdaq Capital Market and is submitting this proposal as a precautionary measure to provide the Board with additional flexibility to address any potential future deficiency with respect to the Nasdaq minimum bid price requirements. |
| ● | Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Warrant Exercise Proposal (“Proposal 6”); |
| ● | Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Reverse Stock Split Proposal (“Proposal 7”); and |
| ● | Transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting. |
Only stockholders of record of the Company at the close of business on September 11, 2025, the Record Date, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at Intelligent Bio Solutions Inc., 135 West, 41st Street, 5th Floor, New York, NY 10036 for a period of ten days prior to the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.
YOUR VOTE IS IMPORTANT. Please read the proxy statement and the instructions on the proxy card and then, whether or not you plan to attend the Annual Meeting, and no matter how many shares you own, please submit your votes and proxy promptly via the Internet, by phone, or by completing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs. You may revoke your proxy at any time before the vote is taken.
We appreciate your continued confidence in our Company and look forward to having you join us at 3:30 p.m. on October 16, 2025.
| By Order of the Board of Directors, | |
| /s/ Harry Simeonidis | |
| Harry Simeonidis | |
| September 19, 2025 | President and Chief Executive Officer |
|---|
Table of Contents
| Page | |
|---|---|
| Information About the Annual Meeting and Voting | 1 |
| Why Did You Send Me This Proxy Statement? | 1 |
| What Proposals will be Addressed at the Annual Meeting? | 1 |
| Who May Vote on These Proposals? | 2 |
| Who May Attend the Annual Meeting? | 2 |
| How Do I Access the Virtual Annual Meeting? | 2 |
| What Happens if There are Technical Difficulties During the Annual Meeting? | 3 |
| How Many Votes Do I Have? | 3 |
| How do I Vote? | 3 |
| Why Would the Annual Meeting be Postponed? | 4 |
| How Does the Board Recommend I Vote on the Proposals and How do I Vote by Proxy? | 4 |
| May I Revoke my Proxy? | 5 |
| What Vote is Required to Approve Each Proposal? | 5 |
| Are There Any Rights of Appraisal? | 6 |
| Who Bears the Cost of Soliciting Proxies? | 6 |
| Where are the Company’s Principal Executive Offices? | 6 |
| How Can I Obtain Additional Information About the Company? | 6 |
| Information About Directors and Executive Officers | 7 |
| Corporate Governance | 9 |
| Compensation of Executive Officers and Directors | 15 |
| Security Ownership of Certain Beneficial Owners and Management | 22 |
| Director Independence | 23 |
| Related Party Transactions | 23 |
| Audit Committee Report | 25 |
| Proposal 1: Election of Directors | 26 |
| Proposal 2: Auditor Ratification Proposal. | 27 |
| Proposal 3: 2019 Plan Amendment Proposal | 28 |
| Proposal 4: Warrant Exercise Proposal | 33 |
| Proposal 5: Reverse Stock Split Proposal | 36 |
| Proposal 6: Adjournment Proposal Related to Warrant Exercise Proposal | 45 |
| Proposal 7: Adjournment Proposal Related to Reverse Stock Split Proposal | 46 |
| Other Proposed Action | 47 |
| Householding of Proxy Materials | 47 |
| Stockholder Proposals and Submissions | 47 |
| Annex A - 2019 Long Term Incentive Plan, as amended and restated | A-1 |
| Annex B – Certificate of Amendment | B-1 |
I
135 West, 41st Street, 5th Floor, New York, NY 10036
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 16, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.