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INTELLIGENT BIO SOLUTIONS INC.

For the period ended Nov 2, 2026. Filed Nov 2, 2026.

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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.

Nov 2, 2026 · Filed Nov 2, 2026

INBS$1.97+11.9%Stored close · as of Nov 6, 2026
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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 4:00 p.m. Eastern Time on December 3, 2026, 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 November 2, 2026, to our stockholders of record as of the close of business on October 13, 2026. These materials and our Annual Report on Form 10-K and Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2026, are available online at https://web.viewproxy.com/inbs/2026.

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, October 13, 2026, 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, by telephone 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 legal proxy issued to you by your nominee holder, which you will need in order to attend and vote online during the virtual Annual Meeting. 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 December 3, 2026.

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 December 3, 2026

Electronic copies of the Notice of Annual Stockholder Meeting, our Proxy Statement, our Annual Report on Form 10-K and Amendment No. 1 to our Annual Report on Form 10-K/A for the fiscal year ended June 30, 2026 (the “Annual Report”) are available online at https://web.viewproxy.com/inbs/2026.

135 West 41st Street, 5th Floor, New York, NY 10036

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on December 3, 2026

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, 2026 (the “Annual Meeting”) of Intelligent Bio Solutions Inc. (the “Company”) will be held on December 3, 2026, at 4:00 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 4:00 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 log in 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/2026 by 11:59 p.m. Eastern Time on December 2, 2026. 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 November 2, 2026, to our stockholders of record as of the close of business on October 13, 2026 (the “Record Date”).

The Annual Meeting will be held for the following purposes, as described in the accompanying proxy statement:

●To 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, 2027 (the “Auditor Ratification Proposal” or “Proposal 2”);
●To approve the Company’s 2019 Long Term Incentive Plan (the “2019 Plan”), as amended and restated effective December 3, 2026 (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 2,036,659 shares of our common stock upon the exercise of the Series N-2 Warrants issued in a private placement on September 2, 2026 (the “Nasdaq Proposal” or “Proposal 4”);
●To vote on a non-binding, advisory resolution to approve executive compensation (the “Say-on-Pay Proposal” or “Proposal 5”);
●To vote on a non-binding, advisory proposal on the frequency of holding future votes regarding executive compensation (the “Say-on-Frequency Proposal” or “Proposal 6”);
●To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the 2019 Plan Amendment Proposal (“Proposal 7”);
●To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Proposal (“Proposal 8”); and
●To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement of the Annual Meeting.

The Board is not aware of any other business that will be presented for consideration at the Annual Meeting. If any other matters should be properly presented at the Annual Meeting or any adjournments or postponements of the Annual Meeting for action by stockholders, the persons named in the form of proxy will vote the proxy in accordance with their best judgment on that matter.

Only stockholders of record of the Company at the close of business on October 13, 2026, 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 4:00 p.m. Eastern Time on December 3, 2026.

By Order of the Board of Directors,
/s/ Harry Simeonidis
Harry Simeonidis
November 2, 2026President and Chief Executive Officer

TABLE OF CONTENTS

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 OFFICERS7
CORPORATE GOVERNANCE9
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS15
Securities Authorized for Issuance Under Equity Compensation Plans22
DIRECTOR COMPENSATION26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT27
DIRECTOR INDEPENDENCE29
RELATED PERSON TRANSACTIONS29
AUDIT COMMITTEE REPORT31
PROPOSAL 1 ELECTION OF DIRECTORS32
PROPOSAL 2 AUDITOR RATIFICATION PROPOSAL33
PROPOSAL 3 2019 PLAN AMENDMENT PROPOSAL34
PROPOSAL 4 NASDAQ PROPOSAL43
PROPOSAL 5 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION46
PROPOSAL 6 ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION47
PROPOSAL 7 AUTHORIZATION TO ADJOURN THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE 2019 PLAN AMENDMENT PROPOSAL48
PROPOSAL 8 AUTHORIZATION TO ADJOURN THE ANNUAL MEETING TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE NASDAQ PROPOSAL49
OTHER PROPOSED ACTION50
HOUSEHOLDING OF PROXY MATERIALS50
STOCKHOLDER PROPOSALS AND SUBMISSIONS51
ANNEX A - 2019 LONG TERM INCENTIVE PLAN, as amended and restatedA-1

-i-

135 West 41st Street, 5th Floor, New York, NY 10036

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON December 3, 2026

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.