Skip to main content

INTELLIGENT BIO SOLUTIONS INC.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

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.

Sep 30, 2025 · Filed Nov 12, 2025

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 2025-03-31; filed 2025-05-13.

0001641172-25-009846

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001493152-25-021751

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 85 previous paragraphs and 68 current paragraphs.

33 unchanged; 14 reworded; 20 added; 38 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 8 previous and 7 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 (20)

Current report

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, we cannot guarantee future results, levels of activity, performance, or achievements. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Current report

Intelligent Fingerprinting Platform: The Company’s current active product is the Intelligent Fingerprinting Platform, which consists of the proprietary portable platform that analyzes fingerprint sweat using a one-time cartridge and portable handheld reader. The flagship product from this platform, which is commercially available in certain countries outside of the U.S., is the Intelligent Fingerprinting Drug Screening System (the “IFP System” or “IFP Products”), a two-part system that consists of non-invasive, fingerprint sweat-based diagnostic testing products designed to detect drugs of abuse including opiates, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, and buprenorphine. The IFP System comprises a small, tamper-evident drug screening cartridge onto which ten fingerprint sweat samples are collected in under a minute before the portable analysis unit provides an on-screen result in under ten minutes. Samples collected with a confirmatory kit can also be sent to a third-party laboratory service provider for confirmation testing. Customers include safety-critical industries such as construction, transportation and logistics, mining, manufacturing, engineering, drug treatment organizations in the rehabilitation sector, and judicial organizations.

Current report

We plan to bring the IFP System to new markets and grow within existing markets concentrating on: ● increasing market share across the United Kingdom and mainland Europe; ● commencing sales and distribution throughout Australia, New Zealand and other countries in the Asia Pacific Region (“APAC Region”), and establishing the infrastructure and satisfying the regulatory requirements needed to do so; ● continuing to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA. ● initiating research aimed at broadening the capabilities of the IFP System to test for additional drugs and indications, facilitating the expansion of the platform into point-of-care medical testing; ● expanding the IFP System into new customer segments, including major sporting organizations, law enforcement, and commercial airlines; and ● developing a strategic network of distributors with established customer bases throughout the APAC Region, Europe and North America to distribute the IFP Products.

Current report

Biosensor Platform: Under the terms of an Amended and Restated License Agreement dated September 12, 2019 (the “BPT License Agreement”), between the Company and Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or “Licensor”), the Company held an exclusive license in the Asia Pacific Region (“APAC Region”) to the Licensor’s proprietary rights to the biosensor technology (the “Biosensor IP”) used in the biosensor platform we refer to as the Biosensor Platform Technology (“BPT”), or simply the “Biosensor Platform”. This platform consists of a small, printable modified organic thin-film transistor strip designed to detect multiple biological analytes by substituting the top enzyme layer of the biosensor to suit each analyte. We refer to products that use the BPT as the “Licensed Products”. This platform technology has the potential to develop a range of Point of Care Tests. We understand that following the commencement of the liquidation of LSBD on July 21, 2023, the intellectual property we licensed from LSBD (the “LSBD IP”), which includes the Biosensor IP, has reverted back to the University of Newcastle. Following our discussions with the University of Newcastle, it is our understanding that the University of Newcastle cannot finalize licensing of the LSBD IP until the liquidation, by virtue of the status of LSBD being under external administration, is completed. As of the date of this Quarterly Report on Form 10-Q, the ASIC database maintained by the Australian Securities and Investments Commission (ASIC) indicates that LSBD (Australian Company Number 613 279 771) is under the status of a company being under external administration. We do not know the timeline for when LSBD’s liquidation will be complete or when LSBD’s status will change, and accordingly, we do not expect any updates or finalization of any license terms until this occurs. As a result, further development of the BPT has been postponed until we are able to finalize appropriate licensing arrangements related to the BPT.

Current report

Major highlights and achievements for the three months ended September 30, 2025:

Current report

Revenue from sales of goods increased by $239,510 to $1,111,797 for the three months ended September 30, 2025, from $872,287 for the three months ended September 30, 2024. This increase is mainly due to the expansion of the customer base. We expect this trend to continue as we expand into new markets in the future.

Current report

Cost of revenue increased by $68,020 to $593,506 for the three months ended September 30, 2025, from $525,486 for the three months ended September 30, 2024. The increase in cost of revenue is mainly due to an increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025.

Current report

Gross profit increased by $171,490 to $518,291 for the three months ended September 30, 2025, from $346,801 for the three months ended September 30, 2024.

Current report

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $237,135 to $801,734 for the three months ended September 30, 2025, from $564,599 for the three months ended September 30, 2024. The contribution margin improved by approximately 7.39 percentage points due to improved production efficiency and sales mix, as the sales of high margin cartridges continue to increase as a proportion of the total revenue.

Current report

As the Company’s operating activities increase, we expect its selling, general and administrative expenses will include additional costs in overhead contribution, consultancy, as well as an increase in employee-related costs associated with a higher headcount. We aim to increase our cost efficiency as we streamline the business and implement changes, delivering increased value for investors.

Current report

Development and regulatory approval expenses decreased by $462,583 to $486,169 for the three months ended September 30, 2025, from $948,752 for the three months ended September 30, 2024. This decrease is primarily attributable to the timing of engagement of the research partner for R&D. During the three months ended September 30, 2024, the Company had partnered with CenExel to perform a method comparison clinical study as part of the Company’s FDA 510(k) clinical study plan.

Current report

We expect development and regulatory expenses to increase in future periods as the Company continues to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA.

Current report

The Impairment of long-lived assets increased by $261,780 to $261,780 for the three months ended September 30, 2025, from $0 for the three months ended September 30, 2024. The increase is mainly due to the impairment of construction in progress assets held for sale.

Current report

Inducement Agreements - On July 25, 2025, the Company entered into warrant exercise inducement offer letters (each an “Inducement Agreement”) with certain existing holders (the “Holders”) of certain outstanding Company warrants to receive new warrants (the “Series J Warrants”) to purchase up to a number of shares of the Company’s common stock equal to 200% of the number of warrant shares issued pursuant to the exercise (or prepayment) of outstanding Series G Warrants and outstanding Series H-1 Warrants (the “2025 Warrant Inducement Transaction”).

Current report

Pursuant to the Inducement Agreements, the Holders agreed to (i) exercise their outstanding Series G and Series H 1 Warrants at a reduced exercise price of $1.90 per share (the “Reduced Exercise Price”) to purchase an aggregate 1,545,494 shares of the Company’s common stock and (ii) prepay $1.89 per share toward the Reduced Exercise Price for the exercise of Series H 1 Warrants to purchase an additional 477,734 shares, in exchange for the Company’s agreement to further reduce the exercise price of the prepaid Series H 1 Warrants to $0.01 per share, issue Series J Warrants to purchase up to 4,046,456 shares of common stock, and reduce the exercise price of the Series H 2 Warrants to the Reduced Exercise Price for up to 1,568,680 shares. The 2025 Warrant Inducement Transaction closed on July 28, 2025.

Current report

As a result of the exercises of the Series G and Series H-1 Warrants, the Company issued an aggregate of 1,545,494 shares of common stock. In addition, as a result of the prepayment of the remaining Series H-1 Warrants, the Company amended such warrants to permit the purchase of 477,734 shares of common stock at an exercise price of $0.01 per share. The Company received aggregate gross proceeds of approximately $3,839,356 and raised approximately $3,332,646, net of underwriting discounts and commissions of approximately $410,542 and legal and compliance costs of $96,168.

Current report

The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may differ from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our unaudited condensed consolidated financial statements.

Current report

Our critical accounting policies, estimates, and judgments are included in Note 3. Summary of Significant Accounting Policies included in Item 8 of Part II of our 2025 Form 10-K for additional information.
Removed paragraphs (38)

Previous report

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by the federal securities laws, we are under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or revised expectations.

Previous report

Our major achievements through the three months ended March 31, 2025:

Previous report

Revenue from sales of goods decreased by $94,933 to $728,867 from $823,800 for the three months ended March 31, 2025, compared to same period in 2024. This decrease is mainly due to instability in the construction sector which resulted in the lower number of readers being sold during the period.

Previous report

Revenue from sales of goods decreased by $175,309 to $2,208,648 from $2,383,957 for the nine months ended March 31, 2025, compared to same period in 2024. This decrease is mainly due to instability in the construction sector which resulted in the lower number of readers being sold during the period.

Previous report

Despite a general decrease in sales due to lower readers sales, the Company managed to increase its gross profit margin as it concentrated its efforts on selling high margin cartridges. Cartridge sales, being consumable and recurring, offers a contribution margin of approximately 90.00% compared to 66.68% for readers. The increase in gross profit is discussed further in the following section.

Previous report

Revenue from the IFPG segment relates to the sale of readers, cartridges and other sales which represents accessories and is summarized as follows:

Previous report

Cost of revenue decreased by $257,812 to $387,499 from $645,311 for the three months ended March 31, 2025, compared to same period in 2024. The decrease in cost of revenue is mainly due to a decrease in revenue and enhanced production capacity, which has led to reduced direct labor, direct materials and direct overhead costs.

Previous report

Cost of revenue decreased by $476,523 to $1,297,366 from $1,773,889 for the nine months ended March 31, 2025, compared to same period in 2024. The decrease in cost of revenue is mainly due to a decrease in revenue and enhanced production capacity, which has led to reduced direct labor, direct materials and direct overhead costs.

Previous report

The following table shows the composition of cost of revenue:

Previous report

Gross profit is solely attributable to the IFPG segment. Gross profit increased by $162,879 to $341,368 from $178,489 for the three months ended March 31, 2025, compared to same period in 2024.

Previous report

Gross profit increased by $301,214 to $911,282 from $610,068 for the nine months ended March 31, 2025, compared to same period in 2024.

Previous report

Contribution margin, which is a non-GAAP measure of our financial performance, decreased by $87,834 to $533,403 from $621,237 for the three months ended March 31, 2025, compared to same period in 2024. This decrease is primarily due to a decline in the revenue.

Previous report

Contribution margin decreased by $103,365 to $1,530,044 from $1,633,409 for the nine months ended March 31, 2025, compared to same period in 2024. This decrease is primarily due to a decline in the revenue. However, the contribution margin improved by approximately 0.76%, driven by improved production efficiency and sales mix.

Previous report

Government support income increased by $86,122 to $433,039 from $346,917 for the nine months ended March 31, 2025, compared to same period in 2024. This increase was primarily attributable to the Company’s investment on qualifying research and development expenditures for research and development government subsidies.

Previous report

The grant support income is primarily attributable to INBS’s subsidiary companies recognizing a research and development (“ R&D”) tax refund as the Company believes that it is probable that the amount will be recovered in full through a future claim (see Note 3 to our condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for further information and disclosures relating to R&D tax refund).

Previous report

Selling, general and administrative expenses decreased by $422,246 to $6,165,688 from $6,587,934 for the nine months ended March 31, 2025, compared to the same period in 2024. This decrease is primarily due to a decrease in legal, insurance, and general overhead costs offset by an increase in advertising, marketing and travel costs.

Previous report

Development and regulatory approval expenses decreased by $112,962 to $358,351 from $471,313 for the three months ended March 31, 2025, compared to the same period in 2024. This decrease is primarily driven by the timing of engagement of the research partner for R&D.

Previous report

Development and regulatory approval expenses increased by $890,335 to $1,814,047 from $923,712 for the nine months ended March 31, 2025, compared to the same period in 2024. This increase is primarily driven by the amounts spent on in-house R&D staff and timing of R&D work performed by the research partners required for FDA 510(k) clinical study plan.

Previous report

During the nine months ended March 31, 2025, the Company partnered with CenExel, a nationwide clinical research site network, and completed a method comparison clinical study onits Intelligent Fingerprinting Drug Screening System, confirming the sensitivity, specificity, accuracy, and usability of the System.

Previous report

Depreciation and amortization decreased by $9,219 to $907,577 from $916,796 for the nine months ended March 31, 2025, compared to same period in 2024. This decrease is mainly due to the fluctuation in the foreign exchange rate for conversion of the account balances.

Previous report

Interest expense decreased by $61,761 to $50,829 from $112,590 for the nine months ended March 31, 2025, as compared to the same period in 2024. This decrease was attributable to the reduction of the interest expense recorded for leased assets and notes payable as the leases are nearing its termination date.

Previous report

The fair value gain on revaluation of financial instruments decreased by $175,738 to $0 from $175,738 for the nine months ended March 31, 2025, as compared to the same period in 2024. This decrease is due to the revaluation gain on contingent consideration for holdback Series C Preferred Stock resulting from the acquisition of IFP. The holdback Series C Preferred Stock shares were converted into common stock in October 2023. There was no fair value revaluation gain or loss on financial instruments for the three months ended March 31, 2025 and 2024.

Previous report

Interest income increased by $78,176 to $92,464 from $14,288 for the nine months ended March 31, 2025, as compared to the same period in 2024. This increase was attributable to funds received from capital raising activities, which contributed to the balance on which interest was earned.

Previous report

There was no income tax expense for both the three and nine months ended March 31, 2025, and 2024, respectively, as the Company has established a full valuation allowance for all its deferred tax assets.

Previous report

Unrealized foreign currency translation gain increased by $260,033 to a gain of $116,007 from a loss of $144,026 for the three months ended March 31, 2025, compared to the same period in 2024. This is due to the favorable exchange rate 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 report

Unrealized foreign currency translation gain increased by $276,106 to a gain of $189,197 from a loss of $86,909 for the nine months ended March 31, 2025, compared to the same period in 2024. This is due to the favorable exchange rate 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 report

Net loss attributable to the Company decreased by $434,141 to $2,543,526 from $2,977,667 for the three months ended March 31, 2025, compared to the same period in 2024. This decrease is primarily driven by an improved gross profit margin and increase in government support income due to the Company’s investment on qualifying research and development expenditure for research and development government subsidies.

Previous report

Net loss attributable to the Company increased by $106,117 to $7,478,629 from $7,372,512 for the nine months ended March 31, 2025, compared to the same period in 2024. This increase is primarily driven by the Company’s investment in R & D work through the development and regulatory approval expenses which for the nine months increased by $890,335 to $1,814,047 required for its FDA 510(k) clinical study plan.

Previous report

February Offering - On February 20, 2025, the Company entered into an underwriting agreement with Ladenburg, as representative (the “February Representative”) for the underwriters named in Schedule 1 thereto (collectively, the “February Underwriters”) relating to an underwritten public offering of 1,304,348 shares of the Company’s common stock. The public offering price for each share was $2.00 per share and the February Underwriters agreed to purchase 1,304,348 shares (the “February Offering”). The Company granted the February Underwriters a 45-day option to purchase an additional 195,652 shares of common stock at the public offering price of $2.00 per share, less the underwriting discounts and commissions. On February 20, 2025, the February Representative fully exercised the over-allotment option to purchase an additional 195,652 shares of common stock. All of the shares were sold by the Company. The February Offering closed on February 21, 2025. As a result of the over-allotment option being exercised in full, the Company raised approximately $2,645,000 (net of underwriting discounts and commissions of approximately $355,000).

Previous report

The preparation of our consolidated financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered relevant. Actual results may differ from these estimates.

Previous report

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Previous report

A summary of our significant accounting policies is included in Note 3 “Summary of significant accounting policies” to the accompanying unaudited condensed consolidated financial statements. Certain of our accounting policies are considered critical, as these policies require significant, difficult or complex judgments by management, often requiring the use of estimates about the effects of matters that are inherently uncertain. Our critical policies are summarized in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.
Reworded paragraphs (14)

Previous wording

You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal 2024 and our unaudited condensed consolidated financial statements for the fiscal quarter ended March 31, 2025, included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risks, uncertainties, and other factors. Actual results could differ materially because of the factors discussed below or elsewhere in this Quarterly Report on Form 10-Q. See Part II, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q and Part I, Item 1A. “Risk Factors” of the 2024 Form 10-K.

Current wording

In addition to historical information, this discussion contains forward-looking statements based upon management’s current expectations that are subject to risks and uncertainties which may cause our actual results to differ materially from plans and results discussed herein. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. “Risk Factors” included in Part II of this Quarterly Report on Form 10-Q and Item 1A. “Risk Factors” included in Part I of the 2025 Form 10-K. You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal 2025 and our unaudited condensed consolidated financial statements for the fiscal quarter ended September 30, 2025, included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, we present “contribution margin” and “contribution margin %”, which are non-GAAP financial measures. Contribution margin and contribution margin % are presented in the section titled “Contribution Margin (non-GAAP)”. We have also included reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

Current wording

To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, we present “contribution margin” and “contribution margin %”, which are non-GAAP financial measures. Contribution margin and contribution margin % are presented in the section titled “Contribution Margin (non-GAAP)”. We have also included reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

Previous wording

Comparison of the Three and Nine Months Ended March 31, 2025 and 2024

Current wording

Comparison of the Three Months Ended September 30, 2025 and 2024

Previous wording

The growth in the gross profit margin is mainly due to larger share of our revenue coming from high margin cartridges sales, coupled with enhanced production capacity, which has led to reduced direct labor, direct materials and direct overhead costs. The company continues to improve on its strategic sales mix and operational streamlining thus driving the increased gross profit as noted above.

Current wording

The growth in the gross profit margin is mainly due to a shifting product mix where more product sales were associated with higher margin products during the three months ended September 30, 2025, coupled with enhanced production efficiency, which has led to reduced direct labor, direct materials and direct overhead costs per unit produced. We plan to continue to improve on our strategic sales mix and operational streamlining thus driving the increased gross profit as noted above.

Previous wording

Government support income increased by $89,429 to $173,271 from $83,842 for the three months ended March 31, 2025, compared to same period in 2024. This increase was primarily attributable to the Company’s investment on qualifying research and development expenditures for research and development government subsidies.

Current wording

Government support income increased by $67,139 to $193,267 for the three months ended September 30, 2025, from $126,128 for the three months ended September 30, 2024. This increase was primarily attributable to our intentional spending on qualifying research and development expenditures that qualify for reimbursement under certain government subsidies.

Previous wording

Selling, general and administrative expenses decreased by $18,272 to $2,407,558 from $2,425,830 for the three months ended March 31, 2025, compared to the same period in 2024. This decrease is primarily due to a decrease in legal, insurance, and general overhead costs offset by an increase in advertising, marketing and travel costs. We anticipate these costs will increase as we continue to expand in new regions.

Current wording

Selling, general and administrative expenses increased by $710,808 to $2,659,824 for the three months ended September 30, 2025, from $1,949,016 for the three months ended September 30, 2024. This increase is primarily due to an increase in marketing, promotion, legal and repair costs offset by a decrease in travel, consultancy fees and insurance costs. We anticipate these costs will increase as we continue to expand in new regions.

Previous wording

Depreciation and amortization decreased by $16,945 to $301,978 from $318,923 for the three months ended March 31, 2025, compared to same period in 2024. This decrease is mainly due to the fluctuation in the foreign exchange rate for conversion of the account balances.

Current wording

Depreciation and amortization increased by $2,956 to $303,378 for the three months ended September 30, 2025 from $300,422 for the three months ended September 30, 2024. This increase is mainly due to the fluctuation in the foreign exchange rate for conversion of the account balances and amortization of software.

Previous wording

Interest expense decreased by $27,674 to $15,000 from $42,674 for the three months ended March 31, 2025, as compared to the same period in 2024. This decrease was attributable to the reduction of the interest recorded for leased assets and notes payable as the leases are nearing its termination date.

Current wording

Interest expense decreased by $18,424 to $3,903 for the three months ended September 30, 2025 from $22,327 for the three months ended September 30, 2024. This decrease was attributable to the reduction of the interest recorded for notes payable.

Previous wording

Interest income increased by $7,047 to $17,687 from $10,640 for the three months ended March 31, 2025, as compared to the same period in 2024. This increase was attributable to funds received from capital raising activities, which contributed to the balance on which interest was earned.

Current wording

Interest income decreased by $44,336 to $8,504 for the three months ended September 30, 2025, from $52,840 for the three months ended September 30, 2024. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.

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 March 31, 2025, we had $2,807,112 in cash and cash equivalents and working capital of $542,946.

Current wording

Since our inception, we have financed our operations primarily though proceeds from public offerings and private placements of equity securities, warrant inducement transactions, existing trade and shareholder financing arrangements, and the incurrence of debt. As of September 30, 2025, we had $1,660,105 in cash and cash equivalents and working capital deficit of $577,705.

Previous wording

At the Market (ATM) Offering - On September 18, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement, the Company may sell from time to time through Ladenburg, as sales agent and/or principal, shares of the Company’s common stock, with an aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a prospectus supplement (the “2025 ATM Supplement”) to the ATM Prospectus (defined below) in connection with the offer, sale, and issuance of additional shares. During the period between September 18, 2024, through to March 31, 2025, the Company raised approximately $1,486,340 (net of commissions of approximately $45,971 paid to Ladenburg) through the sale and issuance of 920,363 shares of Company common stock pursuant to the ATM Agreement. During the three months ended March 31, 2025, the Company raised approximately $809,721 (net of commissions of approximately $25,044 paid to Ladenburg) through the sale and issuance of 481,996 shares of Company common stock pursuant to the ATM Agreement. Any sale of shares pursuant to the ATM Agreement are made under the Company’s effective “shelf” registration statement on Form S-3 (File No. 333-264218), which became effective on April 20, 2022, and included base prospectus, and under the related prospectus supplement (the “ATM Prospectus”) filed with the U.S. Securities and Exchange Commission (the “SEC”), dated September 18, 2024, as supplemented by the 2025 ATM Supplement filed with the SEC on March 11, 2025.

Current wording

At the Market (ATM) Offering - On September 18, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement, the Company originally was permitted to sell from time to time through Ladenburg, as sales agent or principal, shares of the Company’s common stock with initial aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a prospectus supplement (the “2025 March ATM Supplement”) to the 2024 ATM Prospectus (defined below) in connection with the offer, sale, and issuance of up to $1,376,530 shares of Common Stock. Prior to the expiration of our “shelf” registration statement on Form S-3 (File No. 333-264218), which became effective on April 20, 2022 (“2022 Shelf”), any sale of shares pursuant to the ATM Agreement were made under 2022 Shelf and included base prospectus, and under the related prospectus supplement filed with the SEC, dated September 18, 2024 (the “2024 ATM Prospectus”), as supplemented by the 2025 March ATM Supplement. On April 11, 2025, the company filed a new “shelf” registration statement on Form S-3 (File No. 333-286489), which became effective on September 10, 2025 (“2025 Shelf”), and subsequently filed prospectus supplement (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 shares of Common Stock under the ATM Agreement. Since the expiration of the 2022 Shelf, any sale of shares pursuant to the ATM Agreement are made under the Company’s 2025 Shelf and included base prospectus, and under the related 2025 September ATM Supplement.

Previous 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 unaudited condensed consolidated 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 unaudited condensed consolidated 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.

Current wording

The Company expects that its cash and cash equivalents as of September 30, 2025, 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 unaudited condensed consolidated 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 unaudited condensed consolidated financial statements are issued. Accordingly, the Company will be required to raise additional funds during the next 12 months. For more information regarding the repayment of a grant the Company received from the Australian Government, see “Item 1A. Risk Factors - The Company may not be able to repay the grant it received from the Australian Government on time.”

Previous wording

In the event we require additional capital, there can be no assurances that we will be able to raise such capital on acceptable terms, or at all. Failure to generate sufficient revenues or raise additional capital through debt or equity financings, or through collaboration agreements, strategic alliances or marketing and distribution arrangements, could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business plan. Our failure to obtain such funding when needed could create a negative impact on our stock price or could potentially lead to a reduction in our operations or the failure of our Company. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully raise additional capital.

Current wording

However, there can be no assurances that we will be able to raise such capital on acceptable terms, or at all. Failure to generate sufficient revenues or raise additional capital through debt or equity financing, or through collaboration agreements, strategic alliances or marketing and distribution arrangements, could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business plan. Our failure to obtain such funding when needed could create a negative impact on our stock price or could potentially lead to a reduction in our operations or the failure of our Company. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully raise additional capital.

Previous wording

As of March 31, 2025, and June 30, 2024, we did not have any off-balance sheet arrangements.

Current wording

As of September 30, 2025 we did not have any off-balance sheet arrangements.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

During the period between September 18, 2024, through September 30, 2025, the Company raised approximately $2,465,291 (net of commissions of approximately $76,248 paid to Ladenburg) through the sale and issuance of 1,557,923 shares of Company common stock pursuant to the ATM Agreement. During the three months ended September 30, 2025, the Company raised approximately $213,750 (net of commissions of approximately $6,611 paid to Ladenburg) through the sale and issuance of 123,264 shares of Company common stock pursuant to the ATM Agreement.