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INTELLIGENT BIO SOLUTIONS INC.

For the period ended Mar 31, 2026. Filed May 13, 2026.

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, 2026 · Filed May 13, 2026

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 2025-12-31; filed 2026-02-12.

0001493152-26-006311

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-13.

0001493152-26-022617

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 91 previous paragraphs and 98 current paragraphs.

60 unchanged; 28 reworded; 9 added; 3 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 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 (9)

Current report

Gross profit margin improvement during the period was driven by a combination of operational efficiencies and increased sales volumes, alongside a value-driven price structure that has remained consistent as customers recognize the superior efficiency and ROI of our fingerprint sweat screening technology over traditional methods. This reflects rigorous operational discipline, a more favourable sales mix, and the market’s willingness to invest in our more efficient, non-invasive testing platform.

Current report

Interest expense decreased by $3,678 to $4,241 for the three months ended March 31, 2026, from $7,919 for the three months ended March 31, 2025. The decrease was primarily attributable to the settlement of notes payable.

Current report

Interest expense decreased by $13,592 to $7,435 for the nine months ended March 31, 2026, from $21,027 for the nine months ended March 31, 2025. The decrease was primarily attributable to the settlement of notes payable.

Current report

Under the same ATM agreement, the Company raised approximately $237,350 (net of commissions of approximately $7,346 paid to Ladenburg) upon the issuance of 86,673 shares of common stock between April 1, 2026, and May 12, 2026. As a result of the sale of shares of common stock by the Company pursuant to the previously disclosed ATM Agreement between the Company and Ladenburg, the Company has raised approximately $3,862,123 (net of commissions of approximately $119,515 paid to Ladenburg) as of May 12, 2026.

Current report

In January 2026, the Company raised approximately $1,044,392 (net of commissions of approximately $93,995 payable to Ladenburg) upon the issuance of 54,968 shares for exercise of warrants Series J and H-2 by investors on January 13, 2026, and January 15, 2026.

Current report

As of March 31, 2026, our principal contractual obligations include future minimum lease payments under operating leases for our facilities, a repayment obligation to the Australian Government related to a manufacturing facility grant, and remaining amounts due under our agreements for clinical study services. In addition, we have ongoing payment obligations under advisory agreements which require monthly cash fees plus periodic issuances of restricted common stock.
Removed paragraphs (3)

Previous report

Gross profit margin improvement during the period was driven by a combination of operational efficiencies and the capitalization of certain direct labor costs relating to software development activities. The software development activities reduced reported cost of sales and increased gross margin. Excluding the impact of this capitalization, underlying gross margin also improved due to operational efficiencies and a more favourable sales mix. Management intends to further enhance strategic sales mix and optimize operational processes to continue driving sustainable gross profit improvement. We intend to enhance our strategic sales mix and optimize operational processes, with the objective of continuing to improve gross profit.

Previous report

Interest expense increased by $42,707 to $56,209 for the three months ended December 31, 2025 from $13,502 for the three months ended December 31, 2024. The increase was primarily attributable to higher interest expense recognized on lease liabilities related to new lease agreements for the Company’s U.K. and Australian offices, as well as interest on notes payable.

Previous report

Interest expense increased by $24,283 to $60,112 for the six months ended December 31, 2025 from $35,829 for the six months ended December 31, 2024. The increase was primarily attributable to higher interest expense recognized on lease liabilities related to new lease agreements for the Company’s U.K. and Australian offices, as well as interest on notes payable.
Reworded paragraphs (28)

Previous wording

Comparison of the Three and Six Months Ended December 31, 2025 and 2024

Current wording

Comparison of the Three and Nine Months Ended March 31, 2026 and 2025

Previous wording

Revenue from sales of goods increased by $289,280 to $896,774 for the three months ended December 31, 2025, from $607,494 for the three months ended December 31, 2024. This increase is mainly due to the addition of 17 new customers and increase in the ongoing re-order rate for the consumables. We expect this trend to continue as we expand into new markets in the future.

Current wording

Strong growth in revenue has continued for the quarter.**Revenue from sales of goods increased by $331,935 to $1,060,802 (representing approximately a 46% increase) for the three months ended March 31, 2026, from $728,867 for the three months ended March 31, 2025. This increase is mainly due to the addition of 33 new customers and increase in the ongoing re-order rate for the consumables. We expect this trend to continue as we expand into new markets in the future.

Previous wording

Revenue from sales of goods increased by $528,790 to $2,008,571 for the six months ended December 31, 2025, from $1,479,781 for the six months ended December 31, 2024. This increase is mainly due to the addition of 49 new customers. We expect this trend to continue as we expand into new markets in the future.

Current wording

Revenue from sales of goods increased by $860,725 to $3,069,373 (representing approximately a 39% increase) for the nine months ended March 31, 2026, from $2,208,648 for the nine months ended March 31, 2025. This increase is mainly due to the addition of 82 new customers. We expect this trend to continue as we expand into new markets in the future.

Previous wording

Cost of revenue increased by $52,654 to $437,035 for the three months ended December 31, 2025, from $384,381 for the three months ended December 31, 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 wording

Cost of revenue increased by $137,922 to $525,421 for the three months ended March 31, 2026, from $387,499 for the three months ended March 31, 2025. The increase in cost of revenue being a direct variable cost is mainly due to an increase in revenue discussed above, increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025, write down of inventory of $37,311 related to finished goods due to obsolescence and a provision for warranty replacement of $29,355.

Previous wording

Cost of revenue increased by $120,674 to $1,030,541 for the six months ended December 31, 2025, from $909,867 for the six months ended December 31, 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 wording

Cost of revenue increased by $258,596 to $1,555,962 for the nine months ended March 31, 2026, from $1,297,366 for the nine months ended March 31, 2025. The increase in cost of revenue being a direct variable cost is mainly due to an increase in revenue discussed above, increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025, write down of inventory of $37,311 related to finished goods due to obsolescence and a provision for warranty replacement of $29,355.

Previous wording

Gross profit increased by $236,626 to $459,739 for the three months ended December 31, 2025, from $223,113 for the three months ended December 31, 2024.

Current wording

Gross profit increased by $194,013 to $535,381 for the three months ended March 31, 2026, from $341,368 for the three months ended March 31, 2025. Gross margin increased to 50.47% from 46.84% in the prior-year period.

Previous wording

Gross profit increased by $408,116 to $978,030 for the six months ended December 31, 2025, compared to $569,914 for the six months ended December 31, 2024. Gross margin increased to 48.69% from 38.51% in the prior-year period.

Current wording

Gross profit increased by $602,129 to $1,513,411 for the nine months ended March 31, 2026, compared to $911,282 for the nine months ended March 31, 2025. Gross margin increased to 49.31% from 41.26% in the prior-year period.

Previous wording

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $235,881 to $667,923 for the three months ended December 31, 2025, from $432,042 for the three months ended December 31, 2024. The contribution margin improved by approximately 3.36 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 wording

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $256,921 to $790,324 for the three months ended March 31, 2026, from $533,403 for the three months ended March 31, 2025. The contribution margin improved by approximately 1.32 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.

Previous wording

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $473,016 to $1,469,657 for the six months ended December 31, 2025, from $996,641 for the six months ended December 31, 2024. The contribution margin improved by approximately 5.82 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 wording

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $729,937 to $2,259,981 for the nine months ended March 31, 2026, from $1,530,044 for the nine months ended March 31, 2025. The contribution margin improved by approximately 4.35 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.

Previous wording

Government support income decreased by $60,920 to $72,720 for the three months ended December 31, 2025, from $133,640 for the three months ended December 31, 2024. This decrease was primarily attributable to changes in U.K. R&D tax credit legislation, reducing the benefit from 14.5% to 10% of eligible R&D expenditures.

Current wording

Government support income decreased by $7,576 to $165,695 for the three months ended March 31, 2026, from $173,271 for the three months ended March 31, 2025. This decrease was primarily attributable to changes in U.K. R&D tax credit legislation, reducing the benefit from 14.5% to 10% of eligible R&D expenditures.

Previous wording

Government support income increased by $6,219 to $265,987 for the six months ended December 31, 2025, from $259,768 for the six months ended December 31, 2024. The increase was primarily driven by higher qualifying research and development expenditures eligible for reimbursement under government support programs in Australia offset by the reduction in the U.K. R&D tax credit rate from 14.5% to 10% of eligible R&D expenditures.

Current wording

Government support income decreased by $1,357 to $431,682 for the nine months ended March 31, 2026, from $433,039 for the nine months ended March 31, 2025. This decrease was primarily attributable to changes in U.K. R&D tax credit legislation, reducing the benefit from 14.5% to 10% of eligible R&D expenditures.

Previous wording

Selling, general and administrative expenses increased from $1,809,114 to $2,337,041 (being an increase of $527,927) for the three months ended December 31, 2025, compared to the three months ended December 31, 2024, and from $3,758,130 to $4,996,865 (being an increase of $1,238,735) for the six months ended December 31, 2025, compared to the six months ended December 31, 2024. This is largely driven by efforts to establish the foundations of the Company as it expands its market share and market awareness. The major components were:

Current wording

Selling, general and administrative expenses increased from $2,414,639 to $2,458,605 (being an increase of $43,966) for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, and from $6,195,490 to $7,512,388 (being an increase of $1,316,898) for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025.

Previous wording

Marketing: $522,325 for the 3 months ending December 31, 2025, compared to $229,485 for the same period last year and $1,132,259 for the 6 months ending December 31, 2025, compared to $391,554 for the same period last year. Marketing expenditure has increased for this period as the company moves to the next phase of strategic direction in expanding market awareness into existing and potential markets. The company believes this is achieving the objectives through increased revenue and successful capital raising

Current wording

Marketing expenses were $635,868 for the three months ended March 31, 2026, compared to $1,094,658 for the same period last year and $1,768,127 for the nine months ended March 31, 2026, compared to $1,486,212 for the same period last year. Marketing expenditure has increased during the nine months ended March 31, 2026 as the company moves to the next phase of strategic direction in expanding market awareness into existing and potential markets. The company believes this is achieving the objectives through increased revenue and successful capital raising.

Previous wording

Wages and Salaries: $924,451 for the 3 months ending December 31, 2025, compared to $813,042 for the same period last year and $1,938,280 for the 6 months ending December 31, 2025, compared to $1,799,489 for the same period last year. Wages and Salaries include additional expenditure for marketing staff as part of the marketing awareness strategy, additional expenditure for finance staff to implement NetSuite, the new accounting system with the objective to remediate the internal control issues raised at “Item 4. Controls and Procedures” to bring this to a level of effectiveness as the Company expands into the future and increases in the minimum wage in the United Kingdom.

Current wording

Wages and salaries were $1,050,705 for the three months ended March 31, 2026, compared to $804,085 for the same period last year and $2,989,477 for the nine months ended March 31, 2026, compared to $2,603,574 for the same period last year. Wages and salaries include increased costs for additional head counts for marketing staff as a part of the marketing awareness strategy, additional expenditure for finance staff to implement NetSuite, the new accounting system with the objective to remediate the internal control issues raised at “Item 4. Controls and Procedures” to bring this to a level of effectiveness as the Company plans to expand in future and increase in the minimum wage in the United Kingdom.

Previous wording

Legal Expenses: $162,019 for the 3 months ending December 31, 2025, compared to $80,171 for the same period last year and $356,288 for the 6 months ending December 31, 2025, compared to $183,761 for the same period last year. Additional legal costs were incurred as part of the activities of developing further the foundations of the Company during this reporting period including implementing the 2025 Reverse Stock Split and raising of capital.

Current wording

Legal expenses were $93,588 for the three months ending March 31, 2026, compared to $58,443 for the same period last year and $449,876 for the nine months ending March 31, 2026, compared to $252,669 for the same period last year. Additional legal costs were incurred as part of the activities of developing further the foundations of the Company during this reporting period including implementing the 2025 Reverse Stock Split, general corporate expenses and administrative legal costs associated with raising capital.

Previous wording

Development and regulatory approval expenses increased by $15,169 to $522,113 for the three months ended December 31, 2025, from $506,944 for the three months ended December 31, 2024. This increase is primarily attributable to the amounts spent on in-house R&D staff and timing of R&D work performed by the research partners.

Current wording

Development and regulatory approval expenses increased by $535,628 to $893,979 for the three months ended March 31, 2026, from $358,351 for the three months ended March 31, 2025. This increase is primarily attributable to higher amounts spent on in-house R&D staff and timing of R&D work performed by the research partners. During the three months ended March 31, 2026, the Company had partnered with Cliantha Research to perform a cutoff assessment for codeine in fingerprint sweat as part of the Company’s FDA 510(k) clinical study plan which contributed to the additional costs during the period.

Previous wording

Development and regulatory approval expenses decreased by $447,414 to $1,008,282 for the six months ended December 31, 2025, from $1,455,696 for the six months ended December 31, 2024. This decrease is primarily attributable to the timing of engagement of the research partner for R&D. During the six months ended December 31, 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 which contributed to the additional costs during the period

Current wording

Development and regulatory approval expenses increased by $88,214 to $1,902,261 for the nine months ended March 31, 2026, from $1,814,047 for the nine months ended March 31, 2025. This increase is primarily attributable to the amounts spent on in-house R&D staff and timing of R&D work performed by the research partners. During the nine months ended March 31, 2026, the Company had partnered with Cliantha Research to perform a cutoff assessment for codeine in fingerprint sweat as part of the Company’s FDA 510(k) clinical study plan which contributed to the additional costs during the period.

Previous wording

Depreciation and amortization decreased by $23,281 to $281,896 for the three months ended December 31, 2025 from $305,177 for the three months ended December 31, 2024. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended December 31, 2025, partially offset by an amortization of software costs.

Current wording

Depreciation and amortization decreased by $11,585 to $290,393 for the three months ended March 31, 2026, from $301,978 for the three months ended March 31, 2025. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended March 31, 2026, partially offset by an amortization of software costs.

Previous wording

Depreciation and amortization decreased by $20,325 to $585,274 for the six months ended December 31, 2025 from $605,599 for the six months ended December 31, 2024. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended December 31, 2025, partially offset by an amortization of software costs.

Current wording

Depreciation and amortization decreased by $31,910 to $875,667 for the nine months ended March 31, 2026, from $907,577 for the nine months ended March 31, 2025. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended March 31, 2026, partially offset by an amortization of software costs.

Previous wording

The impairment of long-lived assets increased by $288,927 to $288,927 for the six months ended December 31, 2025, from $0 for the six months ended December 31, 2024. The increase is mainly due to the impairment of construction in progress assets held for sale.

Current wording

The impairment of long-lived assets increased by $5,200 to $5,200 for the three months ended March 31, 2026, from $0 for the three months ended March 31, 2025. The increase is primarily due to an adverse foreign exchange effects arising from the translation of account balance movements at average exchange rates for the period, which impacts the impairment of construction in progress assets classified as held for sale.

Previous wording

The impairment of long-lived assets increased by $27,147 to $27,147 for the three months ended December 31, 2025, from $0 for the three months ended December 31, 2024. The increase is mainly due to the impairment of construction in progress assets held for sale.

Current wording

The impairment of long-lived assets increased by $294,127 to $294,127 for the nine months ended March 31, 2026, from $0 for the nine months ended March 31, 2025. The increase is mainly due to the impairment of construction in progress assets held for sale.

Previous wording

Interest income decreased by $60,939 to $13,838 for the six months ended December 31, 2025, from $74,777 for the six months ended December 31, 2024. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.

Current wording

Interest income increased by $31,757 to $49,444 for the three months ended March 31, 2026, from $17,687 for the three months ended March 31, 2025. This increase was attributable to funds received from capital raising activities, which contributed to the balance on which interest was earned.

Previous wording

Interest income decreased by $16,603 to $5,334 for the three months ended December 31, 2025, from $21,937 for the three months ended December 31, 2024. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.

Current wording

Interest income decreased by $29,182 to $63,282 for the nine months ended March 31, 2026, from $92,464 for the nine months ended March 31, 2025. 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, 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 December 31, 2025, we had $740,371 in cash and cash equivalents and working capital of $7,047,443.

Current wording

Since our inception, we have financed our operations primarily through 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 March 31, 2026, we had $6,862,204 in cash and cash equivalents and working capital of $5,138,618.

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 and under the 2024 ATM Prospectus (as defined below), the Company was originally permitted to sell, from time to time, through Ladenburg, as sales agent or principal, shares of the Company’s common stock with an 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 in connection with the offer, sale, and issuance of up to $1,376,530 of 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 September 18, 2025, the Company filed prospectus supplement to the 2025 Shelf (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 of shares of Company common stock under the ATM Agreement. Since the expiration of the 2022 Shelf, all sales of shares under the ATM Agreement have been made pursuant to the Company’s 2025 Shelf, including the related base prospectus, and the 2025 September ATM Supplement.

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 and under the 2024 ATM Prospectus Supplement (as defined below), the Company was originally permitted to sell, from time to time, through Ladenburg, as sales agent or principal, shares of the Company’s common stock with an initial aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a second prospectus supplement (the “2025 March ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,376,530 of shares of Common Stock pursuant to the ATM Agreement. 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 dated September 18, 2024 (the “2024 ATM Prospectus Supplement”), and 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 on September 18, 2025 (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 of shares of Company common stock pursuant to the ATM Agreement. On March 23, 2026, the Company filed a second prospectus supplement (the “2026 March ATM Supplement”) to the 2025 Shelf in connection with the offer, sale, and issuance of up to $3,966,316 of shares of Common Stock pursuant to the ATM Agreement. Following the expiration of the 2022 Shelf, any sale of shares pursuant to the ATM Agreement were made under the Company’s 2025 Shelf and included base prospectus, and under the related 2025 September ATM Supplement and the 2026 March ATM Supplement.

Previous wording

During the period between September 18, 2024, through December 31, 2025, the Company raised approximately $3,624,773 (net of commissions of approximately $112,169 paid to Ladenburg) through the sale and issuance of 347,863 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement. During the three months ended December 31, 2025, the Company raised approximately $1,159,483 (net of commissions of approximately $35,872 paid to Ladenburg) through the sale and issuance of 192,071 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement.

Current wording

The Company raised approximately $3,624,773 (net of commissions of approximately $112,169 paid to Ladenburg) through the sale and issuance of 347,863 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement during the period between September 18, 2024, through March 31, 2026. The Company did not sell any shares of Company common stock pursuant to the ATM Agreement during the three months ended March 31, 2026.

Previous wording

Australian Government Grant - In the fourth fiscal quarter ended June 30, 2025, upon the end of the project deadline for the construction of a manufacturing facility in Australia, a grant acquittal audit was completed by an independent auditor in relation to the grant received from the Australian Government (the “Australian Government Grant”). Following the grant acquittal audit, an amount of $2,096,222 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of December 31, 2025, as “Accounts payable and accrued expenses”. The Company has finalized the terms of repayments as of September 30, 2025. For more information regarding the repayment of the Australian Government Grant, see “Item 1A. Risk Factors - The Company may not be able to repay the grant it received from the Australian Government when due.”

Current wording

Australian Government Grant - In the fourth fiscal quarter ended June 30, 2025, upon the end of the project deadline for the construction of a manufacturing facility in Australia, a grant acquittal audit was completed by an independent auditor in relation to the grant received from the Australian Government (the “Australian Government Grant”). Following the grant acquittal audit, an amount of $1,513,290 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of March 31, 2026, as “Accounts payable and accrued expenses”. The remaining amount is payable in 11 equal monthly instalments. For more information regarding the repayment of the Australian Government Grant, see “Item 1A. Risk Factors - The Company may not be able to repay the grant it received from the Australian Government when due.”

Previous wording

The Company expects that its cash and cash equivalents and subscription receivable from the investors in the December Private Placement as of December 31, 2025, will be insufficient to fund its current operating plan for at least 12 months from the issuance date of these unaudited condensed consolidated financial statements. In addition, the Company has a significant repayment obligation related to the Australian Government Grant, which further increases its near-term liquidity requirements. 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 issuance date of these unaudited condensed consolidated financial statements. As a result, the Company will be required to raise additional funds during the next 12 months.

Current wording

The Company expects that its cash and cash equivalents as of March 31, 2026, will be insufficient to fund its current operating plan for at least 12 months from the issuance date of these unaudited condensed consolidated financial statements. In addition, the Company has a significant repayment obligation related to the Australian Government Grant, which further increases its near-term liquidity requirements. 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 issuance date of these unaudited condensed consolidated financial statements. As a result, the Company will be required to raise additional funds during the next 12 months.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

The increase in expenses is largely driven by marketing and investors relations expenses as the company accelerates the efforts to establish the foundations of the Company as it expands its market share and market awareness. The major components of selling, general and administrative expenses are: