What changed in this filing

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Item 9A. Controls and Procedures

2023-08-23 compared with 2022-09-22 · 2273 added, 1207 removed, 470 unchanged (88% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

management, with the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of

our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered

by this Annual Report on Form 10-K, and have concluded that, based on such evaluation, our disclosure controls and procedures were not

effective due to the material weakness in our internal control over financial reporting as of June 30, 2022 as described below.

Notwithstanding

the conclusion that our disclosure controls and procedures were not effective as of the end of the period covered by this report, we

believe that our consolidated financial statements and other information contained in this annual report on Form 10-K present fairly,

in all material respects, our business, financial condition and results of operations for the periods presented.

Company completed the IPO in December 2020.

Prior to the IPO, the Company was a private corporation with limited accounting personnel

and other supervisory resources necessary to adequately execute its accounting processes and address its internal controls over financial

reporting requirements.

As a result, previously existing internal controls are no longer sufficient, and the Company is in the process

of updating these controls.

The design and implementation of internal control over financial reporting for the Company’s post-IPO

has required and will continue to require significant time and resources from management and other personnel.

part of this updating process, our management identified a material weakness in its internal control over financial reporting.

weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable

possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely

The material weakness identified relates to the fact that the Company has not yet designed and maintained an effective control

environment commensurate with its financial reporting requirements, including a) has not yet completed the formally documented policies

and procedures with respect to the review, supervision and monitoring of the Company’s accounting and reporting functions, b) lack

of evidence to support the performance of controls and the adequacy of review procedures, including the completeness and accuracy of

information used in the performance of controls and c) as an emerging growth company we currently have limited accounting personnel and

other supervisory resources necessary to adequately execute the Company’s accounting processes and address its internal controls

over financial reporting.

is committed to continuing with the steps necessary to remediate the control deficiencies that constituted the above material weakness.

Since the IPO, we made the following enhancements to our control environment:

We added accounting and finance personnel to provide additional individuals to allow for segregation of duties in the preparation and

review of schedules, calculations, and journal entries that support financial reporting, to provide oversight, structure and reporting

lines, and to provide additional review over our disclosures;

We enhanced our controls to improve the preparation and review over complex accounting measurements, and the application of GAAP to significant

accounts and transactions, and our financial statement disclosures;

We are in the process of engaging outside consultants to assist us in our evaluation of the design, implementation, and documentation

of internal controls that address the relevant risks, and that provide for appropriate evidence of performance of our internal controls

(including completeness and accuracy procedures).

the direction of the audit committee of the board of directors, management will continue to take measures to remediate the material weakness

As such, we will continue to enhance corporate oversight over process-level controls and structures to ensure that there is

appropriate assignment of authority, responsibility, and accountability to enable remediation of our material weakness.

We believe that

our remediation plan will be sufficient to remediate the identified material weakness and strengthen our internal control over financial

we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional

measures to address control deficiencies or modifications to the remediation plan are necessary.

Limitation on the Effectiveness of Internal Controls

effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including

the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate

misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any

system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable,

not absolute assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must

reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits

of possible controls and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate

for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal

Executive Officer and Principal Financial and Accounting Officer , evaluated the effectiveness of our disclosure controls and procedures

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, and

have concluded that, based on such evaluation, our disclosure controls and procedures were not effective due to the material weakness

in our internal control over financial reporting as of June 30, 2023 as described below.

Notwithstanding the conclusion that our disclosure

controls and procedures were not effective as of the end of the period covered by this report, we believe that our consolidated financial

statements and other information contained in this annual report on Form 10-K present fairly, in all material respects, our business,

financial condition and results of operations for the periods presented.

Management’s Report on Internal Control Over

Financial Reporting

Report on Internal Control Over Financial Reporting

Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting

or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of

the SEC for newly public companies.

in Internal Control Over Financial Reporting

have been no changes to the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d 15(f) under

the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting as defined in Rules 13a -15(f) under the Exchange Act.

Our internal control

was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation

of published financial statements.

Internal control over financial reporting is a process

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements

for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial

reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and

directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the Company’s assets that could have a material effect on the financial statements.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The effectiveness of any

system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment

in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control

over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance

of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that

there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls

and procedures relative to their costs.

Moreover, projections of any evaluation of effectiveness to future periods are subject to the

risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures

may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot

assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Management assessed the effectiveness

of our internal control over financial reporting as of June 30, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework).

Based on this assessment, management concluded that

our internal control over financial reporting was not effective as of June 30, 2023, due to the material weaknesses described below.

Material Weaknesses

of the assessment, management concluded that the Company’s internal control over financial reporting was ineffective as of the evaluation

date due to the following material weaknesses in control environment, risk assessment, control activities, information and communication

and monitoring.

The material weaknesses identified relates to the fact

that the Company has not yet designed and maintained an effective control environment commensurate with its financial reporting requirements,

including a) has not yet completed the formally documented policies and procedures with respect to the review, supervision and monitoring

of the Company’s accounting and reporting functions, b) lack of evidence to support the performance of controls and the adequacy

of review procedures, including the completeness and accuracy of information used in the performance of controls and c) as an emerging

growth company we currently have limited accounting personnel and other supervisory resources necessary to adequately execute the Company’s

accounting processes and address its internal controls over financial reporting.

Remediation Plan

Management is committed to continuing with the steps

necessary to remediate the control deficiencies that constituted the above material weaknesses.

Since the IPO, we made the following enhancements

to our control environment:

● We added accounting and

finance personnel to provide additional individuals to allow for segregation of duties in the preparation and review of schedules, calculations,

and journal entries that support financial reporting, to provide oversight, structure and reporting lines, and to provide additional review

over our disclosures;

● We enhanced our controls

to improve the preparation and review over complex accounting measurements, and the application of GAAP to significant accounts and transactions,

and our financial statement disclosures;

● We engage independent

experts when complex transactions are entered into;

● We plan to recruit additional

financial reporting and accounting personnel with adequate knowledge of US GAAP and SEC rules;

● We are in the process

of engaging outside consultants to assist us in our evaluation of the design, implementation, and documentation of internal controls that

address the relevant risks, and that provide for appropriate evidence of performance of our internal controls (including completeness

and accuracy procedures).

Under the direction of the Audit Committee of our

board of directors, management will continue to take measures to remediate the material weaknesses.

As such, we will continue to enhance

corporate oversight over process-level controls and structures to ensure that there is appropriate assignment of authority, responsibility,

and accountability to enable remediation of our material weakness.

As we continue to evaluate, and work to improve, our

internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications

to the remediation plan are necessary.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation

effort, described above, there have been no changes to the Company’s internal controls over financial reporting (as defined in Rules

13a-15(f) and 15d 15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

On October 4, 2022, the Company completed the acquisition

In accordance with the guidance issued by the SEC, recently acquired businesses may be excluded from management’s assessment

of the effectiveness of the Company’s internal control over financial reporting in the year of acquisition.

Accordingly, management

excluded the IFP Acquisition from the management’s assessment of the effectiveness of the Company’s internal control over

financial reporting from October 4, 2022 (the acquisition date), which excluded total assets and total net revenue representing approximately

75.1% and 99.5% respectively, of the Company’s related consolidated financial statement amounts as of and for year ended June 30,

Inherent Limitation on the Effectiveness of

Internal Controls

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance that the objectives of the internal control system are met.

Because of the inherent limitations

of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company

have been detected.

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

about Directors and Executive Officers

current number of directors on our Board of Directors is five.

Under our bylaws, the number of directors on our Board will not be less

than one, nor more than ten, and is fixed, and may be increased or decreased by resolution of the Board.

There are no family relationships

among any of our directors or executive officers.

business is managed under the direction of our Board, which currently consists of the individual listed below:

with the Company

CEO & Chairman of the Board

Boyages MB BS PhD

Steven Boyages is a practicing clinician in diabetes and endocrinology with more than 31 years’ experience in medicine,

including multiple executive positions.

Boyages previously held the position of Chief Executive of the Sydney West Area Health

Service (SWAHS) from February 2002 to May 2011, which is now known as Western Sydney Local Health District, covering a population of

approximately 1.2 million people, SWAHS employed more than 15,000 staff and had a gross operating budget of $2 billion, managing

$1.6 billion worth of assets.

Boyages has also served as Medical Director for eHealth New South Wales and was the founding

Chief Executive of the Clinical Education and Training Institute (CETI) New South Wales, Australia, set up to ensure the development

and the delivery of clinical education and training across the NSW public health system.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

Board of Directors

The current number of directors

on our Board of Directors is six.

Under our Amended and Restated Bylaws, the number of directors on our Board will not be less than one,

nor more than ten, and is fixed, and may be increased or decreased by resolution of the Board.

There are no family relationships among

any of our directors or executive officers.

Our business is managed under

the direction of our Board, which currently consists of the individuals listed below:

Position(s) with the Company

Director Since

Stephen Boyages

Chairman of the Board

Former Interim Chief Executive Officer

Lawrence Fisher*

Jonathan Hurd*

Jason Isenberg*

David Jenkins*

Christopher Towers*

+ As of June 30, 2023

* Independent

Steven Boyages MB BS PhD

Steven Boyages, 66, is a

practicing clinician in diabetes and endocrinology with more than 31 years’ experience in medicine, including multiple executive

Dr Boyages held the position of Interim Chief Executive Officer of the Company for less than one year, from October 29, 2021,

to October 26, 2022.

Boyages also previously held the position of Chief Executive of the Sydney West Area Health Service (SWAHS) from

February 2002 to May 2011, which is now known as Western Sydney Local Health District, covering a population of approximately 1.2 million

people, SWAHS employed more than 15,000 staff and had a gross operating budget of $2 billion, managing $1.6 billion worth of assets.

Boyages has also served as Medical Director for eHealth New South Wales and was the founding Chief Executive of the Clinical Education

and Training Institute (CETI) New South Wales, Australia, set up to ensure the development and the delivery of clinical education and

training across the NSW public health system.

Previous to this, Dr.

Boyages was the

Director of Diabetes and Endocrinology at Westmead Hospital, from February 1990 to December 1999.

Boyages was the Director of Diabetes and Endocrinology at Westmead

Hospital, from February 1990 to December 1999.

During this time, Dr.

Boyages’ major achievements were to define the pathophysiology of thyroid hormone deficiency on brain development secondary to

iodine deficiency;

to develop prevention strategies in iodine deficient communities in China, India, Indonesia and Northern Italy;

to define the impact of Growth Hormone excess and deficiency in adults and to develop innovative population health models of care

for people with diabetes.

Boyages continues an active research career in a range of fields, but mostly in the pursuit of

better models of chronic disease prevention and management.

Boyages was the founding director of the Centre for Research

and Clinical Policy in NSW Health in 1999, during which he established the Priority Health Programs (receiving $15 million in

funding per annum), doubled the Research Infrastructure Grants Program, established the Quality Branch of NSW Health and was

appointed as Clinical Advisor to the Director General to implement the Government Action Plan for Health Reform.

Boyages’ major achievements were to define the pathophysiology

of thyroid hormone deficiency on brain development secondary to iodine deficiency;

to develop prevention strategies in iodine deficient

communities in China, India, Indonesia and Northern Italy;

to define the impact of Growth Hormone excess and deficiency in adults and

to develop innovative population health models of care for people with diabetes.

Boyages continues an active research career in a

range of fields, but mostly in the pursuit of better models of chronic disease prevention and management.

Boyages was the founding

director of the Centre for Research and Clinical Policy in NSW Health in 1999, during which time he established the Priority Health Programs

(receiving $15 million in funding per annum), doubled the Research Infrastructure Grants Program, established the Quality Branch of NSW

Health and was appointed as Clinical Advisor to the Director General to implement the Government Action Plan for Health Reform.

Additionally,

Boyages was instrumental in establishing and securing funding for the NSW biotechnology strategy, BioFirst, a $150 million

Boyages was instrumental in establishing and securing funding for the NSW biotechnology strategy, BioFirst, a $150 million investment.

We believe that Dr.

Boyages is well-qualified to serve on our Board of Directors due to his medical expertise and

research and development experience.

He also has extensive experience in financial management, board and corporate governance,

government relations and regulatory affairs.

Fisher, 83, has been a member of our Board since August 2020.

Fisher has practiced as a securities lawyer in New York City for more

than 40 years, and retired in 2002.

He is a graduate of Columbia College and Columbia University Law School, and a Research Fellow of

the London School of Economics.

Lawrence has extensive experience representing public companies and investment banking firms in connection

with Initial Public Offerings.

During his career, he was a partner at Orrick, Herrington & Sutcliffe law firm for 11 years and partner

at Kelley, Drye & Warren law firm for 10 years, and Parker, Chapin & Flattau for 20 years, serving on all firms’ Executive

Furthermore, he is experienced in various board positions, including Audit Committee of Viking Energy Group since August

2018, a member of the Board and Audit Committee of National Bank of New York City for more than 20 years to December 2018, and Financial

Federal Corporation (NYSE listed) for over five years until February 2010.

Boyages is well-qualified to serve on our Board of Directors due to his medical expertise and research and development

He also has extensive experience in financial management, board and corporate governance, government relations and regulatory

Lawrence Fisher

Lawrence Fisher, 84, has been

a member of our Board since August 2020.

Fisher has practiced as a securities lawyer in New York City for more than 40 years and retired

He is a graduate of Columbia College and Columbia University Law School, and a Research Fellow of the London School of Economics.

Lawrence has extensive experience representing public companies and investment banking firms in connection with initial public offerings.

During his career, he was a partner at Orrick, Herrington & Sutcliffe law firm for 11 years and partner at Kelley, Drye & Warren

law firm for 10 years, and Parker, Chapin & Flattau for 20 years, serving on all firms’ Executive Committees.

Furthermore, he

is experienced in various board positions, including Audit Committee of Viking Energy Group since August 2018, a member of the Board and

Audit Committee of National Bank of New York City for more than 20 years to December 2018, and Financial Federal Corporation (NYSE listed)

for over five years until February 2010.

We believe that Mr.

Fisher is well-qualified to serve on our

Board of Directors due to his extensive experience as a lawyer in the field of capital markets and will assist with understanding the

legal and compliance issues pertaining to publicly listed companies.

Hurd, 52, has been a member of our Board of Directors since April 2018.

He previously served as our Chairman of the Board from August

2018 to November 2019.

Hurd has expertise in broker-dealer and investment advisory regulations and is well versed in FINRA and SEC

rules and regulations.

Hurd has served as Founder and CEO at Asgard Regulatory Group, or “Asgard,” since founding the

firm in 2008.

Asgard provides consulting, advisory and risk management services to broker-dealer, investment adviser, hedge funds, private

equity, and banking clients both domestically and abroad.

Fisher is well-qualified to serve on our Board of Directors due to his extensive

experience as a lawyer in the field of capital markets and will assist with understanding the legal and compliance issues pertaining to

publicly listed companies.

Hurd, 52, has been a member

of our Board of Directors since April 2018 and chairs the Company’s Compensation Committee.

He previously served as our Chairman

of the Board from August 2018 to November 2019.

Hurd has expertise in broker-dealer and investment advisory regulations and is well

versed in FINRA and SEC rules and regulations.

Hurd has served as Founder and CEO at Asgard Regulatory Group, or “Asgard,”

since founding the firm in 2008.

Asgard provides consulting, advisory and risk management services to broker-dealer, investment adviser,

hedge funds, private equity, and banking clients both domestically and abroad.

Prior to starting Asgard, Mr.

Hurd was the Chief Compliance Officer for several

financial institutions.

His experience involved full-service broker-dealers, investment advisory firms, bank-broker-dealers and mortgage-backed

Hurd was the Chief Compliance

Officer for several financial institutions.

His experience involved full-service broker-dealers, investment advisory firms, bank-broker-dealers

and mortgage-backed securities.

Hurd also served on the Board of Directors for many of these companies.

Prior to working at these financial institutions,

Prior to working at these

financial institutions, Mr.

Hurd was a Supervisor of Examiners at FINRA, previously NASD, in the New York District Office.

While with FINRA, he supervised routine

examinations of FINRA member firms, and conducted large-scale enforcement cases jointly with the Justice Department and Federal Bureau

of Investigations.

FINRA, he supervised routine examinations of FINRA member firms, and conducted large-scale enforcement cases jointly with the Justice

Department and Federal Bureau of Investigations.

Hurd also assisted the District Office with its ongoing training of new examiners.

In addition, from 2005 to 2011,

Hurd was a Senior Adjunct Professor in the Townsend School of Business at Dowling College, where he instructed MBA students in matters

relating to the United States securities markets and financial institutions.

He was responsible for introducing students to the subjects

of financial derivatives, foreign stock exchange, hedge transactions and risk management.

Hurd is also a Certified Anti-Money Laundering

Specialist (CAMS) and holds the Series 7, 14, 24, 27, 53, 57, 63, 66, 79 and 99 licenses as well as his NYS Life and Health Insurance

In addition, from 2005 to 2011, Mr.

Hurd was a Senior Adjunct Professor in the Townsend School of Business at Dowling College, where he

instructed MBA students in matters relating to the United States securities markets and financial institutions.

He was responsible for

introducing students to the subjects of financial derivatives, foreign stock exchange, hedge transactions and risk management.

is also a Certified Anti-Money Laundering Specialist (CAMS) and holds the Series 7, 14, 24, 27, 53, 57, 63, 66, 79 and 99 licenses as

well as his NYS Life and Health Insurance licenses.

We believe Mr.

Hurd is well-qualified to serve on our Board of Directors due to his substantial experience in corporate finance,

his expertise in the regulation and functioning of securities markets and his widespread relationships in the financial industry.

Margelis, MB BS, M.Optom.

Margelis, 61, has been a member of our Board of Directors since June 2019.

He is a medical practitioner who has been deeply involved in technology

for the last 31 years.

In 2019, he was appointed independent chair of the Aged Care Industry Information Technology Council in Australia.

Since November 2013, he also has been a board member and the medical advisor of Multicultural Care, an aged care provider in Sydney.

In June 2013, he was appointed an Adjunct Associate Professor at the University of Western Sydney with the TeleHealth Research &

Innovation Laboratory.

From July 2013 to August 2018, he served as a member of Ignition Labs, a start-up incubator in the health space,

where he acted as a mentor and adviser to selected start-ups, assisting them in developing their initial products and taking a small

initial investment.

From 2005 to 2011, he was Health Industry Lead ANZ at Intel, and then General Manager Asia-Pacific at Intel-GE Innovations

as it spun off in 2011.

In 2014, he returned to Intel serving as its Health & Life Sciences Lead until 2016.

During this time he

also acted as senior adviser to HIMSS, the international peak body for health technology, and as Asia Pacific chair of the Continua Alliance,

an industry consortium for developing interoperability standards for health technology products that was later renamed the Personal Connected

Health Alliance.

From 2002 to 2005, he was Chief Information Officer of Macquarie Health Corporation, a private hospital group, and also

managed an innovative software development team at Macquarie that produced a number of online health applications.

In 2014 he was appointed

to the IT in Aged Care Hall of Fame for his work in the use of technology in aged care.

Margelis originally trained as an optometrist

with a Master’s degree from the University of New South Wales, Australia and later graduated from the University of Sydney with

a Bachelor of Medicine and Bachelor of Surgery.

We believe that Dr.

Margelis is well-qualified to serve on our Board of Directors due

to his medical expertise and his extensive experience with information technology systems in the healthcare sector.

Towers BSc CPA

Towers, 36, has been a member of our Board of Directors since August 2020 and chairs the Company’s Audit Committee.

is a Certified Public Accountant with 14 years’ experience in auditing, accounting, and financial reporting.

Towers is Chief

Accounting Officer of Katapult Holdings, Inc.

KPLT) since February 2021 and was previously EVP, Chief Accounting Officer and

Principal Financial Officer of Newtek Business Services Corp.

Hurd is well-qualified to serve on our Board of Directors due to his

substantial experience in corporate finance, his expertise in the regulation and functioning of securities markets and his widespread

relationships in the financial industry.

Jason Isenberg

Isenberg, 50, has been a member

of our Board since October 2022.

Isenberg currently serves as Assistant General Counsel for RFA Management Company, LLC in Atlanta,

Georgia, where he advises a large, endowment-style portfolio of affiliated companies, trusts and foundations and their respective managers,

shareholders and boards in matters including corporate governance, corporate and real estate transactions, business operations, employment

law and risk mitigation, a position he has held since 2006.

Jason is recognized for having successfully negotiated investment and corporate

transactions totaling over $500,000,000.

Jason’s prior experience includes working with and for several global law firms, focusing

on areas of construction and mass-tort litigation.

Isenberg holds a Bachelor of Arts from the University of Maryland and his Juris

Doctor from New England Law in Boston.

We believe Mr.

Isenberg is well-qualified to serve on our Board of Directors due to his substantial

experience in investments and corporate transactions.

David Jenkins

Jenkins, 65, has been a member

of our Board since October 2022 and chairs the Company’s Nominating Committee.

Jenkins served as a director of Intelligent Fingerprinting

Limited (IFP), a manufacturer of portable non-invasive drug tests, from January 29, 2022 until IFP was acquired by the Company

on October 4, 2022.

He spent most of his career as an entrepreneur in the medical device industry, and has established numerous companies

including Catheter Precision, where he serves as the CEO and as Chairman of Catheter’s Board, since January, 2020.

Chairman and CEO of Arrhythmia Research Technology and oversaw the introduction to the market of Cardiolab, the first dual monitor, 32-channel

electrophysiology recording system from 1988 to early 1993.

This technology was later acquired by General Electric and continues to be

sold into the marketplace today.

Jenkins served as the founder and CEO of EP MedSystems, Inc.

which was sold to St.

Jude Medical,

Inc., now part of Abbott, for approximately $95.7 million in 2008.

Jenkins also founded and served as the CEO of Transneuronix, Inc.,

a maker of implantable stimulators for the treatment of weight loss, which was later sold to Medtronic for $267 million in 2005.

holds a degree in accounting from the University of Kansas, and a master’s degree in business from the University of Texas, Austin.

He began his career in public accounting with the firm Coopers and Lybrand.

We believe Mr.

Jenkins is well qualified to serve on our Board

of Directors due to his substantial experience in medical device industry.

Christopher Towers BSc CPA

Christopher Towers, 37, has been

a member of our Board of Directors since August 2020 and chairs the Company’s Audit Committee.

Towers is a Certified Public

Accountant with 14 years’ experience in auditing, accounting, and financial reporting.

Towers is Chief Accounting Officer of

Katapult Holdings, Inc.

KPLT) since February 2021 and was previously EVP, Chief Accounting Officer and Principal Financial Officer

of Newtek Business Services Corp.

NEWT) from September 2014 to February 2021.

Prior to Newtek, Mr.

Towers held previous roles with Pall Corporation and PwC.

His expertise includes auditing, SEC reporting, US GAAP, experience in leading

equity & debt raisings, due diligence on business mergers & acquisitions, SOX compliance, FP&A, treasury, and tax.

a Bachelor of Science from Hofstra University and is a member of the American Institute of Certified Public Accountants.

We believe that

Towers is well-qualified to serve on our Board of Directors due to his extensive experience and expertise in financial reporting

to capital markets and an understanding of compliance and the audit process.

set high standards for the Company’s employees, officers, and directors.

Implicit in this philosophy is the importance of

sound corporate governance.

We regularly monitor developments in the area of corporate governance and review our processes, policies

and procedures in light of such developments.

Key information regarding our corporate governance initiatives can be found on the

Governance section of our website, www.gbs.inc , including our Corporate Governance Guidelines, our Code of Business Conduct

and Ethics (“Code of Ethics”) and the charters for our Audit, Compensation and Nominating Committees.

Towers held previous roles

with Pall Corporation and PwC.

His expertise includes auditing, SEC reporting, US GAAP, experience in leading equity & debt raisings,

due diligence on business mergers & acquisitions, SOX compliance, FP&A, treasury, and tax.

He holds a Bachelor of Science from

Hofstra University and is a member of the American Institute of Certified Public Accountants.

We believe that Mr.

Towers is well-qualified

to serve on our Board of Directors due to his extensive experience and expertise in financial reporting to capital markets and an understanding

of compliance and the audit process.

Corporate Governance

We set high standards for the

Company’s employees, officers, and directors.

Implicit in this philosophy is the importance of sound corporate governance.

monitor developments in the area of corporate governance and review our processes, policies and procedures in light of such developments.

Key information regarding our corporate governance initiatives can be found on the Governance section of our website, www.ibs.inc, including

our Code of Ethics (“Code of Ethics”) and the charters for our Audit, Compensation and Nominating Committees.

We believe that

our corporate governance policies and practices, including the majority of independent directors on our Board, empower our

independent directors to effectively oversee our management—including the performance of our Interim Chief Executive

Officer—and provide an effective and appropriately balanced board governance structure.

Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating Committee.

The following table provides

the current membership information for each of the Board committees:

(Chairperson)

George Margelis

(Chairperson)

is a description of each committee of the Board of Directors.

The Board has adopted written charters for each of the committees, which

are available in the Investors Relations section of our website at https://investors.gbs.inc/corporate-governance/corporate-governance.

have established an Audit Committee of the Board of Directors in accordance with Section 3(a)58(A) of the Exchange Act, which consists

Towers and Dr.

Margelis, each of whom is an independent director under the Nasdaq listing standards applicable to

audit committees.

Christopher Towers qualifies as an “audit committee financial expert” as defined in the rules and regulations

established by the SEC.

Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of financial

The Audit Committee’s duties, which are specified in the Audit Committee Charter, include, but not be limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board

of Directors whether the audited financial statements should be included in our Form 10-K;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

of our financial statements;

with management major risk assessment and risk management policies;

the independence of the independent auditor;

the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible

for reviewing the audit as required by law;

and approving all related-party transactions;

and discussing with management our compliance with applicable laws and regulations;

pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

or replacing the independent auditor;

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and

the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls

or reports which raise material issues regarding our financial statements or accounting policies.

Committee and Stockholder Nomination of Directors

have established a Nominating Committee of the Board of Directors that consists of Mr.

Margelis and Mr.

Fisher, each of whom

is an independent director under the NASDAQ Stock Market listing standards applicable to nominating committees.

The Nominating Committee

is responsible for identifying individuals qualified to become members of the Company’s Board of Directors and accordingly recommends

director nominees for the annual meeting of stockholders.

The Nominating Committee also recommends and implements policies and procedures

intended to assist the Board operations and all obligations to the Company and its stockholders.

Nominating Committee will consider nominees for the Board recommended by stockholders in accordance with the Company’s Bylaws (the

Stockholders wishing to propose Director candidates for consideration by the Nominating Committee may do so by

writing, by deadlines specified in the Bylaws, to the Secretary of the Company and providing information concerning the nominee and his

or her proponent(s) required by the Bylaws.

The Bylaws set forth further requirements for stockholders wishing to nominate Director candidates

for consideration by stockholders including, among other things, that a stockholder must give timely written notice of an intent to make

such a nomination to the Secretary of the Company.

of Business Conduct and Ethics

Company has adopted a written Code of Business Conduct and Ethics that applies to all officers, directors, and employees, including our

principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar

The Code of Business Conduct and Ethics is available in the Investor Relations section of our website at www.gbs.inc.

Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code

of Business Conduct and Ethics to any executive officer or director, the Company will promptly disclose the nature of the amendment or

waiver on its website.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered

class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership

of common stock and other equity securities of the Company.

Officers, directors and greater than ten percent shareholders are required

by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

the Company’s knowledge, based on a review of the copies of such reports furnished to the Company and written representations,

during the fiscal year ended June 30, 2022, all Section 16(a) filing requirements applicable to its officers, directors and greater than

ten percent beneficial owners were complied, other than the inadvertent late filings by LSBD of ten reports reporting 11 transactions and by Mr.

Sakiris of one report reporting

one transaction.

names of our executive officers, their ages, their positions with the Company, and other biographical information as of June 30, 2022,

are set forth below.

our corporate governance policies and practices, including the majority of independent directors on our Board, empower our independent

directors to effectively oversee our management—including the performance of our Chief Executive Officer—and provide an effective

and appropriately balanced board governance structure and provide an effective and appropriately balanced board governance structure.

The information on or accessible through our website is not part of this report.

Independence of the Board of Directors

Our Board of Directors has determined

that each of our directors, other than Mr.

Boyages, is an independent director (as currently defined in Rule 5605(a) of the NASDAQ listing

In determining the independence

of our directors, the Board considered all transactions in which the Company and any director had any interest, including those discussed

under “Related Party Transactions” below.

Our independent directors together

constitute a majority of our full Board.

The independent directors meet as often as necessary to fulfil their responsibilities and will

have regularly scheduled meetings at which only independent directors are present.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors recognizes

that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight

of management.

Our Bylaws provide our Board with flexibility to combine or separate the positions of chairperson of the Board of Directors

and Chief Executive Officer.

The Board believes that our optimal

leadership framework at this time is to have Harry Simeonidis serve as President and Chief Executive Officer, and to have the Board composed

of a majority of independent directors.

As a company in the highly regulated medical device and product industries, we and our shareholders

benefit from a chief executive officer with deep experience and leadership in, and knowledge of, the medical device industry.

of the President and Chief Executive Officer, Mr.

Simeonidis is responsible for handling the day-to-day management direction of the Company,

serving as a leader to the management team, and formulating corporate strategy.

Although management is responsible

for the day-to-day management of the risks we face, our Board of Directors and its committees take an active role in overseeing management

of our risks and has the ultimate responsibility for the oversight of risk management.

The Board of Directors regularly reviews information

regarding our operational, financial, legal and strategic risks.

Specifically, senior management attends periodic meetings of the Board

of Directors, provides presentations on operations including significant risks, and is available to address any questions or concerns

raised by our Board of Directors.

In addition, we expect that committees

will assist the Board of Directors in fulfilling its oversight responsibilities regarding risk.

The Audit Committee will coordinate the

Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, related party

transactions and code of conduct and corporate governance guidelines and management will regularly report to the Audit Committee on these

The Compensation Committee will assist the Board in fulfilling its oversight responsibilities with respect to the management of

risks arising from our compensation policies and programs.

When any of the committees receives a report related to material risk oversight,

the chairperson of the relevant committee will report on the discussion to the full Board of Directors.

Committees of the Board of Directors

Our Board of Directors has established

an Audit Committee, a Compensation Committee, and a Nominating Committee.

The following table provides the current membership information

for each of the Board committees.

Audit Committee*

Compensation Committee

Nominating Committee

Lawrence Fisher

X (Chairperson)

Jason Isenberg

David Jenkins

X (Chairperson)

Christopher Towers

X (Chairperson)

George Margelis was a member of the Audit Committee prior to

his resignation on June 9, 2023.

Below is a description of each

committee of the Board of Directors.

The Board has adopted written charters for each of the committees, which are available on the Investors

- Governance section of our website at www.ibs.inc.

The information on or accessible through our website is not part of this report.

Audit Committee

We have established an Audit Committee

of the Board of Directors in accordance with Section 3(a)58(A) of the Exchange Act, which consists of Mr.

Towers and Mr.

each of whom is an independent director under the Nasdaq listing standards applicable to audit committees.

Christopher Towers qualifies

as an “audit committee financial expert” as defined in the rules and regulations established by the SEC.

Our Audit Committee

oversees our corporate accounting, financial reporting practices and the audits of financial statements.

The Audit Committee’s duties,

which are specified in the Audit Committee Charter, include, but not be limited to:

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board of Directors whether the audited financial statements should be included in our Form 10-K;

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

discussing with management major risk assessment and risk management policies;

monitoring the independence of the independent auditor;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

reviewing and approving all related-party transactions;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

appointing or replacing the independent auditor;

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

Compensation Committee

We have established a Compensation

Committee of the Board of Directors that consists of Mr.

Jenkins, and Mr.

Towers, each of whom is an independent director under

the NASDAQ Stock Market listing standards applicable to compensation committees.

The Compensation Committee’s duties, which are

specified in our Compensation Committee charter, include, but are not limited to:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our principal executive officer’s compensation, evaluating our principal executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our principal executive officer based on such evaluation;

reviewing and approving the compensation of all of our other executive officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

if required, producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee Charter

also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal

counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation

Committee will consider the independence of each such adviser, including the factors required by the NASDAQ Stock Market and the SEC.

The Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to

the extent consistent with the Company’s certificate of incorporation, bylaws and other applicable law and NASDAQ Stock Market rules.

Nominating Committee

We have established a Nominating

Committee of the Board of Directors that consists of Mr.

Isenberg and Mr.

Jenkins, each of whom is an independent director under

the NASDAQ Stock Market listing standards applicable to nominating committees.

The Nominating Committee is responsible for identifying

individuals qualified to become members of the Company’s Board of Directors and accordingly recommends director nominees for the

annual meeting of stockholders.

The Nominating Committee also recommends and implements policies and procedures intended to assist the

Board operations and all obligations to the Company and its stockholders.

Guidelines for Selecting Director Nominees:

The guidelines for selecting nominees,

generally provide that person to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

The Nominating Committee will

consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in

evaluating a person’s candidacy for membership on the Board of Directors.

The Nominating Committee may require certain skills or

attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider

the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Though the nominating committee does

not have specific guidelines on diversity, it is one of many criteria considered by the nominating committee when evaluating candidates.

The Nominating Committee does not distinguish among nominees recommended by stockholders and other persons.

The Nominating Committee will

consider nominees for the Board recommended by stockholders’ in accordance with the Company’s Bylaws.

Stockholders wishing

to propose Director candidates for consideration by the Nominating Committee may do so by writing, by deadlines specified in the Bylaws,

to the Secretary of the Company and providing information concerning the nominee and his or her proponent(s) required by the Bylaws.

Bylaws set forth further requirements for stockholders wishing to nominate Director candidates for consideration by stockholders including,

among other things, that a stockholder must give timely written notice of an intent to make such a nomination to the Secretary of the

Code of Business Conduct and Ethics

The Company has adopted a

written Code Ethics that applies to all officers, directors, and employees, including our principal executive officer, principal financial

officer and principal accounting officer or controller, or persons performing similar functions.

The Code Ethics is available on the Investors

- Governance section of our website at www.ibs.inc.

If the Company makes any substantive amendments to the Code Ethics or grants any waiver

from a provision of the Code Ethics to any executive officer or director, we will promptly disclose the nature of the amendment

or waiver on our website.

The information on or accessible through our website is not part of this report.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange

Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity

securities of the Company.

Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the

Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based on a review of the copies of such

reports furnished to the Company and written representations, during the fiscal year ended June 30, 2022, all Section 16(a) filing requirements

applicable to its officers, directors and greater than ten percent beneficial owners were complied, other than the inadvertent late filings

by David Jenkins of one report reporting one transaction, Ma-Ran Foundation

of one report reporting one transaction, Gary W.

Rollins Foundation of one report reporting one transaction, and by Mr.

Sakiris of one

report reporting one transaction.

Executive Officers

The names of our executive

officers, their ages, their positions with the Company, and other biographical information as of June 30, 2023, are set forth below.

Officer Since

Steven Boyages (1)

July 2020-Present

Interim Chief Executive Officer

October 2021-October 2022

Harry Simeonidis (2)

October 2022- Present

September 2017- October 2021

Chief Executive Officer

2021-Present (1)

2020-Present (1)

Financial Officer

2019 - Present

Asia Pacific, Sales and Marketing

Executive Officer

2021- Present (2)

2020- October 2021 (2)

2017- October 2021 (2)

Boyages was appointed to the additional position of Interim Chief Executive Officer of the

Company effective October 29, 2021.

He has served as

both a director of the Company and Chairman of the Board since July 2020.

Simeonidis, who served as CEO and President of the

Company, vacated these positions prior to Dr.

Boyages’ appointment as Interim

CEO and was appointed to the position of President Asia Pacific, Sales and Marketing, effective

October 29, 2021.

Boyages’ biographical information is provided above in the section entitled “ Information about Directors and Executive

Officers - Board of Directors ”.

Spiro Sakiris has served as our Chief Financial Officer since April 2019.

He is a member of the Institute of Chartered Accounts of Australia

& New Zealand.

He also served as the Special Projects Lead at The iQ Group Global from January 2018 to April 2019, and was a registered

Series 28 principal with IQ Capital (USA) LLC, a registered broker-dealer with FINRA, from November 2016 to August 2021, and continues

as a Responsible Manager for Australian Financial Services License held by iQX Investment Services Pty Ltd.

October 2022- Present

January 2020- October 2021

President Asia Pacific, Sales and Marketing

October 2021- October 2022

Spiro Sakiris

Chief Financial Officer

April 2019 - Present

Boyages served as Interim Chief Executive Officer of the Company effective October 29, 2021 to October 26, 2022.

He also serves as both a director of the Company and Chairman of the Board since July 2020.

Simeonidis, who serves as CEO and President of the Company, was appointed to this position on October 26, 2022.

He held the position of President Asia Pacific, Sales and Marketing, from October 29, 2021, to October 26, 2022.

Steven Boyages

biographical information is provided above in the section entitled “ Board of Directors ”.

Harry Simeonidis

Harry Simeonidis, 54, has

served as our President and Chief Executive Officer since October 2022.

Simeonidis served as our President Asia Pacific, Sales and

Marketing from October 2021 to October 2022.

Simeonidis also previously served as our President and a member of our Board of Directors

from September 2017 until October 2021, and Chief Executive Officer from January 2020 until October 2021.

Simeonidis has more than

26 years of experience in senior management roles in healthcare, pharmaceutical and life sciences businesses across the APAC Region.

from March 2017 to December 2019, he served as the General Manager of FarmaForce Limited, an Australian company listed on the Australian

Stock Exchange from April 2015 to March 2017, Mr.

Simeonidis operated a private consulting firm, offering services predominantly to clients

from the healthcare sector in Australia.

From 2013 to April 2015, Mr.

Simeonidis was General Manager of Surgery, Asia Pacific, at GE Healthcare.

From 2003 to 2012, Mr.

Simeonidis was the CEO for Australia and New Zealand at GE Healthcare.

Spiro Sakiris

Spiro Sakiris, 61, has

served as our Chief Financial Officer since April 2019.

He is a member of the Institute of Chartered Accounts of Australia & New Zealand.

He also has served as the Special Projects Lead at The iQ Group Global from January 2018 until December 2020, and as a registered Series

28 principal with IQ Capital (USA) LLC, a registered broker-dealer with FINRA, from November 2016 until September 2021.

From 2013 to December

Sakiris served as Chief Financial Officer and Chief Operating Officer for listed entities at The iQ Group Global.

He worked at Economos

Chartered Accountants from 1986 to 2013, which included 23 years as a partner where he was instrumental in the development of the firm’s

at Economos Chartered Accountants from 1986 to 2013, which included 23 years as a partner where he was instrumental in the development

of the firm’s practice.

During his 32 years of experience, Mr.

Sakiris has been involved in advising businesses in the areas of accounting and taxation,

business advisory, initial public offerings and capital raising, business risks identification and management and business systems designs

across many industries, including the application of IFRS and U.S.

Sakiris has been involved in advising businesses in the areas of

accounting and taxation, business advisory, initial public offerings and capital raising, business risks identification and management

and business systems designs across many industries, including the application of IFRS and U.S.

GAAP for the life science industry.

Sakiris is also well versed

in dealings with companies based in overseas jurisdictions such as Asia, Europe and the United States.

He is also a registered company

auditor experienced in United States reporting under Public Company Accounting Oversight Board in the United States and a registered

tax agent in Australia.

Harry Simeonidis has served as our President Asia Pacific, Sales and Marketing since October 2021.

Simeonidis has also served as

our President and a member of our Board of Directors since September 2017 until October 2021, and Chief Executive Officer from January

2020 till October 2021.

Simeonidis has more than 26 years of experience in senior management roles in healthcare, pharmaceutical

and life sciences businesses across the APAC Region.

Previously, from March 2017 to December 2019, he served as the General Manager of

FarmaForce Limited, an Australian company listed on the Australian Stock Exchange From April 2015 to March 2017, Mr.

Simeonidis operated

a private consulting firm, offering services predominantly to clients from the healthcare sector in Australia.

From 2013 to April 2015,

Simeonidis was General Manager of Surgery, Asia Pacific, at GE Healthcare.

From 2003 to 2012, Mr.

Simeonidis was the CEO for Australia

and New Zealand at GE Healthcare.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Table

following table provides information regarding the compensation earned during the fiscal years ended June 30, 2022 and 2021 by (i) individuals

serving as our principal executive officer during the fiscal year ended June 30, 2022, (ii) our two other highest compensated executive

officers (other than our principal executive officer) who were serving as executive officers as of June 30, 2022, and (iii) up to two

additional individuals for whom disclosure would have been provided pursuant to the preceding clause (ii) but for the fact that the individual

was not serving as an executive officer of the Company at the end of the fiscal year ended June 30, 2022 (the “Named Executive

Sakiris is also well versed in dealings with companies based in overseas jurisdictions such as Asia, Europe and the United States.

is also a registered company auditor experienced in United States reporting under Public Company Accounting Oversight Board in the United

States and a registered tax agent in Australia.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides

information regarding the compensation earned during the fiscal years ended June 30, 2023 and 2022 by (i) individuals serving as our principal

executive officer during the fiscal year ended June 30, 2023, (ii) our two other highest compensated executive officers (other than our

principal executive officer) who were serving as executive officers as of June 30, 2023, and (iii) up to two additional individuals for

whom disclosure would have been provided pursuant to the preceding clause (ii) but for the fact that the individual was not serving as

an executive officer of the Company at the end of the fiscal year ended June 30, 2023 (the “Named Executive Officers”).

Name and principal position

Stock Awards (1)

All Other Compensation

Harry Simeonidis

34,682 (3)(4)

Chief Executive Officer and President (Former– President Asia Pacific, Sales and Marketing)

Steven Boyages

43,281 (6)(3)

Interim Chief Executive Officer and Chairman

Former Interim Chief Executive Officer and current Chairman

Spiro Sakiris

Chief Financial Officer

31,995 (3)(8)

Harry Simeonidis

Former Chief Executive Officer and President (Current position – President Asia Pacific, Sales and Marketing)

105,179 (2)(3)(5)(7)

the directors’ fees paid to Dr.

Boyages of $36,363.

He was compensated since March 22 for his additional responsibility as

an Interim Chief Executive Officer.

the contributions that are mandatory in Australia to a retirement fund known in Australia as a superannuation fund for each of Dr.

Chief Financial Officer

* Executives’ employment agreements

in Australia are entered into through the Company’s subsidiaries and compensation is denominated and paid in Australian dollars.

Compensation paid throughout the year in Australian dollars has been converted to United States dollars (US dollars) using the average

exchange rate for the fiscal year ended June 30, 2023, of 0.6734 US dollars for each Australian dollar (the “Average Rate”).

The dollar amounts in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718– Compensation – Stock Compensation .

Represents stock compensation of $32,513, made under 2019 Long Term Incentive Plan.

Includes the contributions that are mandatory in Australia to a retirement fund known in Australia as a superannuation fund for each of Dr.

Sakiris and Mr.

Simeonidis, at the applicable rate of 10.5%.

the directors’ fees paid to Mr.

Simeonidis of $11,557 until October 29, 2021, the date of his resignation as a director.

an annual automobile allowance of $14,516.

an annual automobile allowance of $17,419.

Includes performance-based cash bonus of $42,096.

Includes performance-based cash bonus of $46,744.

Equity Awards at Fiscal Year End

Named Executive Officers did not hold any outstanding equity awards as of June 30, 2022.

and Related Agreements

the fiscal year ended June 30, 2019, we, through our 99% owned subsidiary, Glucose Biosensor

Systems (APAC) Pty Ltd (“GBS Pty Ltd.”), entered into an employment agreement

with each of Messrs.

Includes an annual automobile allowance of $16,162.

Represents stock compensation of $30,481, made under the 2019 Long Term Incentive Plan.

Includes the directors’ fees paid to Dr.

Boyages of $35,329.

He was compensated for his additional responsibility as an Interim Chief Executive Officer.

Represents stock compensation of $30,481, made under 2019 Long Term Incentive Plan.

Includes an annual automobile allowance of $13,468.

Outstanding Equity Awards at Fiscal Year End

Our Named Executive Officers did

not hold any outstanding equity awards as of June 30, 2023.

All outstanding stock awards are fully vested.

Employment and Related Agreements

Compensation under the executives’

employment agreements in Australia is paid in Australian dollars.

All amounts described below that are payable in Australian dollars have

been converted to US dollars using the spot exchange rate of 0.6630 US dollars for each Australian dollar at fiscal year ended June 30,

2023 (the “Spot Rate”), which differs from the Average Exchange Rate used in the summary compensation table for disclosures

regarding past compensation.

During the fiscal year ended June 30, 2019, we, through our 99% owned subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd (formerly GBS (APAC) Pty Ltd and Glucose Biosensor Systems (APAC) Pty Ltd) (“IBS (APAC)”), entered into an employment agreement with each of Messrs.

Simeonidis and Sakiris.

Simeonidis’ and Mr.

employment agreements provide for them to serve as President and Chief Financial Officer,

respectively, of our majority-owned subsidiary, and in accordance with their respective agreements.

The company entered into a revised agreement in July 2022 with each of Messrs.

and Sakiris after the revision in their respective salaries, as approved by the Compensation Committee.

March 2022, we, through our 99% owned subsidiary, GBS (APAC) Pty Ltd (formerly Glucose Biosensor

Systems (APAC) Pty Ltd) entered into an employment agreement with Interim Chief Executive

Officer Steven Boyages to compensate him for his additional responsibility to oversee the

operations of the Company as approved by the Compensation Committee.

Boyages, Sakiris and Simeonidis

accordance with their respective employment agreement, Dr.

Boyages, Mr Sakiris and Mr Simeonidis receives an annual salary of $82,668,

$248,004, and $282,449 respectively.

addition, each of Mr.

Simeonidis and Mr.

Sakiris is eligible to receive an annual bonus of up to 20% of his gross base salary, of which

50% will be based on meeting company objectives and the remainder will be based on meeting mutually agreed employee objections or as

otherwise determined by the Company.

We also make certain contributions that are mandatory in Australia to a retirement fund for each

Sakiris’ employment agreements provide for them to serve as President and Chief Financial Officer, respectively, of our majority-owned subsidiary, and in accordance with their respective agreements.

On September 9, 2022, the Company entered into new employment agreements with each of Messrs.

Simeonidis and Sakiris, each of which were dated June 27, 2022, in order to amend their respective salaries, as approved by the Compensation Committee.

Sakiris’ employment agreement amends and supersedes his prior employment agreement dated as of April 30, 2019, and Mr.

Simeonidis’ employment agreement amends and supersedes his prior employment agreement dated as of June 17, 2019.

On September 28, 2022, we, through IBS (APAC), entered into an employment agreement with Mr.

Boyages, our former Interim Chief Executive Officer and current Chairman of the Company (the “Boyages Employment Agreement”).

The Boyages Employment Agreement complements the letter for directorship dated December 23, 2020.

This agreement compensated Dr.

Boyages, which was dated June 27, 2022, for his additional responsibility to oversee the operations of the Company as approved by the Company’s Compensation Committee.

In accordance with the Boyages Employment Agreement, Mr.

Boyages was entitled to receive an annual salary of $82,668, in addition to his directors’ fees of $40,000 for his role as the Chairman of the Company.

The Boyages Employment Agreement was terminated in January 2023.

In accordance with their respective

employment agreements, Mr.

Sakiris and Mr.

Simeonidis, known in Australia as a superannuation fund, currently at the rate of 10.5% subject to

contribution cap of $18,944 per annum.

We also provide an annual automobile allowance to Mr.

Sakiris of $13,778 and an annual car allowance

Simeonidis of $16,534.

Boyages also receives annual directors’ fees of $40,000.

Simeonidis’ employment agreement is terminable on six months’ notice and Mr.

Sakiris’ employment agreement –

on six month’s notice either by our subsidiary or by the executive upon six months’ notice.

However, we may terminate either

executive without notice if he engages in serious or willful misconduct, is seriously negligent in the performance of his duties, commits

a serious or persistent breach of his employment agreement, brings our company into disrepute or is convicted of a criminal offense.

employment agreement contains provisions protecting our confidential information and intellectual property.

Simeonidis receive an annual salary of $238,680 and $271,830 respectively.

The Boyages Employment

Agreement, which has been terminated, provided that Mr.

Boyages was entitled to receive an annual salary of $82,668.

Currently, Mr.

receives annual directors’ fees of $40,000 (including mandatory superannuation contribution).

In addition, Mr.

Simeonidis are each eligible to receive an annual bonus of up to 20% of their respective gross base salaries, of which 50% will be

based on meeting company objectives and the remainder will be based on meeting mutually agreed employee objections or as otherwise determined

by the Company.

Prior to the termination of the Boyages Employment Agreement, Mr.

Boyages was eligible to receive the above-described

bonuses on the same terms as Mr.

Sakiris and Mr.

We also make certain contributions

that are mandatory in Australia to a retirement fund for each of Dr.

Sakiris and Mr.

Simeonidis, known in Australia as a

superannuation fund, currently at the rate of 10.5% subject to contribution cap of $18,233 per annum.

We also provide an annual automobile

allowance to Mr.

Sakiris of $13,260 (based on the Spot Rate) and an annual car allowance to Mr.

Simeonidis of $15,952 (based on the Spot

Sakiris and Mr.

employment agreements is terminable on six months’ notice either by our subsidiary or by the executive upon six months’ notice.

However, we may terminate either executive without notice if he engages in serious or willful misconduct, is seriously negligent in the

performance of his duties, commits a serious or persistent breach of his employment agreement, brings our company into disrepute, or is

convicted of a criminal offense.

Prior to termination, the Boyages Employment Agreement was terminable on the same terms as the employment

agreements for Mr.

Sakiris and Mr.

Each of the above-described employment

agreements contain provisions protecting the Company’s confidential information and intellectual property.

Each employment agreement

also contains provisions restricting each executive’s ability to compete with us during his employment and for a period of up to

six months thereafter in a specified geographic region.

The non-compete provisions will generally impose restrictions on inducing our

employees to leave our employment or soliciting clients of our company.

Pursuant to each employment agreement, each executive must devote

all of his time, attention and skill to the performance of his duties, and neither executive may engage in any other business outside

GBS without our prior written consent.

also contains provisions restricting each executive’s ability to compete with the Company during his employment and for a period

of up to six months thereafter in a specified geographic region.

The non-compete provisions will generally impose restrictions on inducing

the Company’s employees to leave the Company’s employment or soliciting clients of the Company.

Pursuant to each employment

agreement, each executive must devote all of his time, attention and skill to the performance of his duties, and neither executive may

engage in any other business outside the Company without the Company’s prior written consent.

Superannuation Fund

As required by Australian law,

we contribute to standard defined contribution superannuation funds on behalf of all our Australian employees at an amount required by

law, which is currently 10.5% of each such employee’s salary subject to a contribution cap of $18,233 per annum.

Superannuation

required by Australian law, we contribute to standard defined contribution superannuation funds on behalf of all our Australian employees

at an amount required by law, currently 10.5% of each such employee’s salary subject to a contribution cap of $18,944 per annum.

Superannuation is a compulsory savings program whereby employers are required to pay a portion of an employee’s remuneration to

an approved superannuation fund that the employee is typically not able to access until they are retired.

We permit employees to choose

an approved and registered superannuation fund into which the contributions are paid.

is a compulsory savings program whereby employers are required to pay a portion of an employee’s remuneration to an approved superannuation

fund that the employee is typically not able to access until they are retired.

We permit employees to choose an approved and registered

superannuation fund into which the contributions are paid.

2019 Long Term Incentive Plan (“2019 Plan”

2019 Plan was adopted by the Board and approved by the Company’s stockholders on June 18, 2019.

The purpose of the 2019 Plan is

to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential future contributions to

us have been, are, or will be important to our success, an opportunity to acquire a proprietary interest in us.

The various types of

incentive awards that may be provided under the 2019 Plan are intended to enable us to respond to changes in compensation practices,

tax laws, accounting regulations and the size and diversity of our business.

or the “Plan”)

The 2019 Plan was adopted by

the Board and approved by the Company’s stockholders on June 18, 2019.

The purpose of the 2019 Plan is to enable us to offer our

employees, officers, directors and consultants whose past, present and/or potential future contributions to us have been, are, or will

be important to our success, an opportunity to acquire a proprietary interest in us.

The various types of incentive awards that may be

provided under the 2019 Plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations

and the size and diversity of our business.

On February 8, 2023, the

stockholders of the Company approved an amendment 2019 Plan increasing the aggregate number of shares available for issuance under

the 2019 Plan from 25,000 to 75,000 shares.

On May 8, 2023, the stockholders of the Company approved an amendment 2019 Plan increasing the

aggregate number of shares available for issuance under the 2019 Plan from 75,000 to 125,000 shares.

Administration

2019 Plan is administered by the Compensation Committee.

Subject to the provisions of the plan, the Compensation Committee determines, among other things, the persons to whom from time to time

awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions

or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions

related to the awards..

Subject to the 2019 Plan

shares of our common stock are available for issuance under the 2019 Plan.

Shares of stock subject to other awards that are forfeited

or terminated will be available for future award grants under the 2019 Plan.

If a holder pays the exercise price of a stock option by

surrendering any previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon

exercise withheld to cover the exercise price or tax withholding liability associated with the stock option exercise, the shares surrendered

by the holder or withheld by us will not be available for future award grants under the plan.

the 2019 Plan, in the event of a change in the number of shares of our common stock as a result of a dividend on shares of common stock

payable in shares of common stock, common stock forward split or reverse split or other extraordinary or unusual event that results in

a change in the shares of common stock as a whole, the committee will determine whether such change equitably requires an adjustment

in the terms of any award in order to prevent dilution or enlargement of the benefits available under the plan or the aggregate number

of shares reserved for issuance under the plan.

may grant awards under the 2019 Plan to employees, officers, directors, and consultants of GBS and our subsidiaries and affiliates who

are deemed to have rendered, or to be able to render, significant services to us or our subsidiaries or affiliates and who are deemed

to have contributed, or to have the potential to contribute, to our success.

An incentive stock option may be granted under the plan

only to a person who, at the time of the grant, is an employee of ours or our subsidiaries.

Based on the current number of employees

and consultants to the Company and on the current size of our Board of Directors, we estimate that approximately 20 individuals are eligible

for awards under the 2019 Plan.

The 2019 Plan provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code of

1986, as amended, or the “ Code ,” and for options not qualifying as incentive options, both of which may be

granted with any other stock based award under the plan.

The committee determines the exercise price per share of common stock

purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of

the grant or, if greater, the par value of a share of common stock.

However, the exercise price of an incentive stock option granted

to a person possessing more than 10% of the total combined voting power of all classes of our stock may not be less than 110% of the

fair market value on the date of grant.

The aggregate fair market value of all shares of common stock with respect to which

incentive stock options are exercisable by a participant for the first time during any calendar year (under all of our plans),

measured at the date of the grant, may not exceed $100,000.

incentive stock option may only be granted within 10 years from the effective date of the 2019 Plan.

An incentive stock option may only

be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a

person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of

to any limitations or conditions the committee may impose, stock options may be exercised, in whole or in part, at any time during the

term of the stock option by giving written notice of exercise to us specifying the number of shares of common stock to be purchased.

The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in our securities

or in a combination of the two.

stock options granted under the plan may not be transferred other than by will or by the laws of descent and distribution and all stock

options are exercisable, during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency,

the holder’s guardian or legal representative.

However, a holder, with the approval of the committee, may transfer a non-qualified

stock option by gift to a family member of the holder or by domestic relations order to a family member of the holder or may transfer

a non-qualified stock option to an entity in which more than 50% of the voting interests are owned by family members of the holder or

if the holder is an employee, no stock options granted under the plan may be exercised by the holder unless he or she is employed by

us or one of our subsidiaries or affiliates at the time of the exercise and has been so employed continuously from the time the stock

options were granted.

However, in the event the holder’s employment is terminated due to disability or normal retirement, the holder

may still exercise his or her vested stock options for a period of 12 months, or such other greater or lesser period as the committee

may determine, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter.

Similarly, should a holder die while employed by us or one of our subsidiaries or affiliates, his or her legal representative or legatee

under his or her will may exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or

her death, or such other greater or lesser period as the Board or committee may determine, or until the expiration of the stated term

of the stock option, whichever period is shorter.

If the holder’s employment is terminated for any reason other than death, disability

or normal retirement, the stock option will automatically terminate, except that if the holder’s employment is terminated by us

without cause, then the portion of any stock option that is vested on the date of termination may be exercised for the lesser of three

months after termination of employment, or such other greater or lesser period as the committee may determine but not beyond the balance

of the stock option’s term.

Appreciation Rights .

Under the 2019 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted

stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise

price in cash, or we may grant them alone and unrelated to an option.

In conjunction with non-qualified stock options, stock appreciation

rights may be granted either at or after the time of the grant of the non-qualified stock options.

In conjunction with incentive stock

options, stock appreciation rights may be granted only at the time of the grant of the incentive stock options.

A stock appreciation

right entitles the holder to receive a number of shares of common stock having a fair market value equal to the excess fair market value

of one share of common stock over the exercise price of the related stock option, multiplied by the number of shares subject to the stock

appreciation rights.

The granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of

common stock available for awards under the plan.

In such event, the number of shares available for awards under the plan will, however,

be reduced by the number of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right

Stock and Restricted Stock Units.

The 2019 Plan is administered

by the Compensation Committee.

Subject to the provisions of the plan, the Compensation Committee determines, among other things, the persons

to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award,

share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination,

exercise or forfeiture provisions related to the awards.

Stock Subject to the 2019 Plan

An aggregate of 125,000 shares

of our common stock are available for issuance under the 2019 Plan.

Shares of stock subject to other awards that are forfeited or terminated

will be available for future award grants under the 2019 Plan.

If a holder pays the exercise price of a stock option by surrendering any

previously owned shares of common stock or arranges to have the appropriate number of shares otherwise issuable upon exercise withheld

to cover the exercise price or tax withholding liability associated with the stock option exercise, the shares surrendered by the holder

or withheld by us will not be available for future award grants under the plan.

Under the 2019 Plan, in the event

of a change in the number of shares of our common stock as a result of a dividend on shares of common stock payable in shares of common

stock, common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common

stock as a whole, the committee will determine whether such change equitably requires an adjustment in the terms of any award in order

to prevent dilution or enlargement of the benefits available under the plan or the aggregate number of shares reserved for issuance under

We may grant awards under the

2019 Plan to employees, officers, directors, and consultants of the Company and our subsidiaries and affiliates who are deemed to have

rendered, or to be able to render, significant services to us or our subsidiaries or affiliates and who are deemed to have contributed,

or to have the potential to contribute, to our success.

An incentive stock option may be granted under the plan only to a person who,

at the time of the grant, is an employee of ours or our subsidiaries.

Based on the current number of employees and consultants to the

Company and on the current size of our Board of Directors, we estimate that as of June 30, 2023, approximately 50 individuals are eligible

to participate in the 2019 Plan.

Types of Awards

The 2019 Plan

provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or

the “Code,” and for options not qualifying as incentive options, both of which may be granted with any other stock based award

under the plan.

The committee determines the exercise price per share of common stock purchasable under an incentive or non-qualified

stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share

of common stock.

However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined

voting power of all classes of our stock may not be less than 110% of the fair market value on the date of grant.

The aggregate fair market

value of all shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time

during any calendar year (under all of our plans), measured at the date of the grant, may not exceed $100,000.

An incentive stock option may

only be granted within 10 years from the effective date of the 2019 Plan.

An incentive stock option may only be exercised within ten years

from the date of the grant, or within five years in the case of an incentive stock option granted to a person who, at the time of the

grant, owns common stock possessing more than 10% of the total combined voting power of all classes of our stock.

Subject to any limitations or

conditions the committee may impose, stock options may be exercised, in whole or in part, at any time during the term of the stock option

by giving written notice of exercise to us specifying the number of shares of common stock to be purchased.

The notice must be accompanied

by payment in full of the purchase price, either in cash or, if provided in the agreement, in our securities or in a combination of the

Generally, stock options granted

under the plan may not be transferred other than by will or by the laws of descent and distribution and all stock options are exercisable,

during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency, the holder’s guardian

or legal representative.

However, a holder, with the approval of the committee, may transfer a non-qualified stock option by gift to a

family member of the holder or by domestic relations order to a family member of the holder or may transfer a non-qualified stock option

to an entity in which more than 50% of the voting interests are owned by family members of the holder or the holder.

Generally, if the holder is an

employee, no stock options granted under the plan may be exercised by the holder unless he or she is employed by us or one of our subsidiaries

or affiliates at the time of the exercise and has been so employed continuously from the time the stock options were granted.

in the event the holder’s employment is terminated due to disability or normal retirement, the holder may still exercise his or

her vested stock options for a period of 12 months, or such other greater or lesser period as the committee may determine, from the date

of termination or until the expiration of the stated term of the stock option, whichever period is shorter.

Similarly, should a holder

die while employed by us or one of our subsidiaries or affiliates, his or her legal representative or legatee under his or her will may

exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or her death, or such other greater

or lesser period as the Board or committee may determine, or until the expiration of the stated term of the stock option, whichever period

If the holder’s employment is terminated for any reason other than death, disability or normal retirement, the stock

option will automatically terminate, except that if the holder’s employment is terminated by us without cause, then the portion

of any stock option that is vested on the date of termination may be exercised for the lesser of three months after termination of employment,

or such other greater or lesser period as the committee may determine but not beyond the balance of the stock option’s term.

Stock Appreciation Rights .

Under the 2019 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted stock options under the

plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash, or we

may grant them alone and unrelated to an option.

In conjunction with non-qualified stock options, stock appreciation rights may be granted

either at or after the time of the grant of the non-qualified stock options.

In conjunction with incentive stock options, stock appreciation

rights may be granted only at the time of the grant of the incentive stock options.

A stock appreciation right entitles the holder to

receive a number of shares of common stock having a fair market value equal to the excess fair market value of one share of common stock

over the exercise price of the related stock option, multiplied by the number of shares subject to the stock appreciation rights.

granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of common stock available for

awards under the plan.

In such event, the number of shares available for awards under the plan will, however, be reduced by the number

of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right relates.

Restricted Stock and Restricted

Under the 2019 Plan, we may award shares of restricted stock and restricted stock units.

stock units are the right to receive at a future date share of common stock, or an amount in cash or other consideration determined by

the committee to be of equal value as of such settlement date, in accordance with the terms of such grant.

The committee determines the

persons to whom grants of restricted stock or restricted stock units are made, the number of shares to be awarded, the price (if any)

to be paid for the restricted stock or restricted stock units by the person receiving the stock from us, the time or times within which

awards of restricted stock or restricted stock units may be subject to forfeiture, the vesting schedule and rights to acceleration thereof,

and all other terms and conditions of the awards.

Restrictions or conditions could also include, but are not limited to, the attainment

of performance goals.

A holder of restricted stock units will have no rights of a stockholder with respect to shares subject to any restricted

stock unit award unless and until the shares are delivered in settlement of the award, except to the extent the committee provides for

the right to receive dividend equivalents.

Stock-Based Awards .

Under the 2019 Plan, we may grant other stock-based awards, subject to limitations under applicable law that

are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock,

as deemed consistent with the purposes of the plan.

These other stock-based awards may be in the form of purchase rights, shares of common

stock awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible

into shares of common stock and awards valued by reference to the value of securities of, or the performance of, one of us or one of

our subsidiaries.

These other stock-based awards may include performance shares or options, whose award is tied to specific performance

These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2019

Plan or any of our other plans.

Vesting and Exercisability

any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held by

such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, and the Board of

Directors does not authorize or otherwise approve such acquisition, then the vesting periods of any and all stock options and other awards

granted and outstanding under the 2019 Plan shall be accelerated and all such stock options and awards will immediately and entirely

vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all common stock subject to

such stock options and awards on the terms set forth in the plan and the respective agreements respecting such stock options and awards,

and all performance goals will be deemed achieved at 100% of target levels.

An increase in the percentage of stock owned by any one person,

or persons acting as a group, as a result of a transaction in which we acquire our stock in exchange for property is not treated as an

acquisition of stock.

the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month

period ending on the date of the most recent acquisition by such person or persons, of assets from us that have a total gross fair market

value equal to or more than 50% of the total gross fair market value of all of our assets immediately before such acquisition or acquisitions,

or if any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held

by such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, which has been

approved by the Board of Directors, the committee may (i) accelerate the vesting of any and all stock options and other awards granted

and outstanding under the 2019 Plan, (ii) require a holder of any award granted under the plan to relinquish such award to us upon the

tender by us to the holder of cash in an amount equal to the repurchase value of such award, and/or (iii) terminate all incomplete performance

periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been

met based upon such information then available as it deems relevant and cause to be paid all or the applicable portion of the award based

upon the committee’s determination.

For this purpose, gross fair market value means the value of our assets, or the value of the

assets being disposed of, determined without regard to any liabilities associated with such assets.

and Amendments

terminated by the Board, the 2019 Plan will continue to remain effective until no further awards may be granted, and all awards granted

under the plan are no longer outstanding.

Notwithstanding the foregoing, grants of incentive stock options may be made only until ten

years from the initial effective date of the plan.

The Board may at any time, and from time to time, amend the plan or any award agreement,

but no amendment will be made that would impair the rights of a holder under any agreement entered pursuant to the plan without the holder’s

Authorized for Issuance Under Equity Compensation Plans

Restricted stock units are the

right to receive at a future date share of common stock, or an amount in cash or other consideration determined by the committee to be

of equal value as of such settlement date, in accordance with the terms of such grant.

The committee determines the persons to whom grants

of restricted stock or restricted stock units are made, the number of shares to be awarded, the price (if any) to be paid for the restricted

stock or restricted stock units by the person receiving the stock from us, the time or times within which awards of restricted stock or

restricted stock units may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and

conditions of the awards.

Restrictions or conditions could also include, but are not limited to, the attainment of performance goals.

A holder of restricted stock units will have no rights of a stockholder with respect to shares subject to any restricted stock unit award

unless and until the shares are delivered in settlement of the award, except to the extent the committee provides for the right to receive

dividend equivalents.

Other Stock-Based Awards .

Under the 2019 Plan, we may grant other stock-based awards, subject to limitations under applicable law that are denominated or payable

in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with

the purposes of the plan.

These other stock-based awards may be in the form of purchase rights, shares of common stock awarded that are

not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into shares of common

stock and awards valued by reference to the value of securities of, or the performance of, one of us or one of our subsidiaries.

other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria.

stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2019 Plan or any of our other

Accelerated Vesting and Exercisability

If any one person, or more than

one person acting as a group, acquires the ownership of our stock that, together with the stock held by such person or group, constitutes

more than 50% of the total fair market value or combined voting power of our stock, and the Board of Directors does not authorize or otherwise

approve such acquisition, then the vesting periods of any and all stock options and other awards granted and outstanding under the 2019

Plan shall be accelerated and all such stock options and awards will immediately and entirely vest, and the respective holders thereof

will have the immediate right to purchase and/or receive any and all common stock subject to such stock options and awards on the terms

set forth in the plan and the respective agreements respecting such stock options and awards, and all performance goals will be deemed

achieved at 100% of target levels.

An increase in the percentage of stock owned by any one person, or persons acting as a group, as a

result of a transaction in which we acquire our stock in exchange for property is not treated as an acquisition of stock.

In the event of an acquisition

by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date

of the most recent acquisition by such person or persons, of assets from us that have a total gross fair market value equal to or more

than 50% of the total gross fair market value of all of our assets immediately before such acquisition or acquisitions, or if any one

person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held by such person

or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, which has been approved by the

Board of Directors, the committee may (i) accelerate the vesting of any and all stock options and other awards granted and outstanding

under the 2019 Plan, (ii) require a holder of any award granted under the plan to relinquish such award to us upon the tender by us to

the holder of cash in an amount equal to the repurchase value of such award, and/or (iii) terminate all incomplete performance periods

in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been met based

upon such information then available as it deems relevant and cause to be paid all or the applicable portion of the award based upon the

committee’s determination.

For this purpose, gross fair market value means the value of our assets, or the value of the assets being

disposed of, determined without regard to any liabilities associated with such assets.

Term and Amendments

Unless terminated by the Board,

the 2019 Plan will continue to remain effective until no further awards may be granted, and all awards granted under the plan are no longer

Notwithstanding the foregoing, grants of incentive stock options may be made only until ten years from the initial effective

date of the plan.

The Board may at any time, and from time to time, amend the plan or any award agreement, but no amendment will be made

that would impair the rights of a holder under any agreement entered into pursuant to the plan without the holder’s consent.

Securities Authorized for Issuance Under Equity

Compensation Plans

Equity Compensation Plan Information

As of June 30, 2023

Plan Category

be issued upon

available for

issuance under equity compensation plans

shares reflected

securities to be

future issuance

Weighted average

exercise price of

plans (excluding

options, warrants

shares reflected in

Plan Category

Equity compensation plans approved by security holders

1 unchanged sentence

Securities remaining available for issuance under the 2019 Plan.

The Company filed a registration statement (Form S-8) on August 5, 2022

for the registration of 500,000 shares of the Company’s common stock at $0.001 par value per share, issuable pursuant to the GBS

2019 Long Term Incentive Plan.

table below sets forth the compensation earned by our non-employee directors for service on our Board of Directors during the year ended

June 30, 2022.

Compensation paid to Messrs.

Steven Boyages, our Interim Chief Executive Officer and Chairman and Harry Simeonidis, our

ex-director, President Asia Pacific, Sales and Marketing for his service on the Board of Directors is set forth in Summary Compensation

Table for named executive officers.

Fees earned or

Director Compensation

The table below sets forth the compensation earned

by our non-employee directors for service on our Board of Directors during the year ended June 30, 2023.

Fees earned or paid in cash

Stock Awards (1)

All other compensation

Steven Boyages (2)

Lawrence Fisher

Jonathan Hurd

Leon Kempler(1)

Jason Isenberg (3)

David Jenkins (3)

George Margelis (4)

Tom Parmakellis(2)

Jonathan Sessler(3)

Christopher Towers

Resigned from the Board of the Directors on April 27, 2022

Resigned from The Board of Directors on March 19, 2022

Resigned from The Board of the Directors on February 22, 2022

Director Compensation Arrangements

non-employee directors are entitled to cash fees of $30,000 (plus $10,000 each for the Chairman of the Board and Financial Expert/Chair

of the Audit Committee) per year of service on our Board of Directors.

Service rendered on any of the committees of the Board do not

entitle our non-employee directors to any additional compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

following table sets forth certain information regarding the ownership of our common stock as of September 15, 2022 by:

(i) each director

and nominee for director;

The dollar amounts in this column represent the aggregate grant date fair value computed in

accordance with ASC Topic 718 – Compensation – Stock Compensation .

Compensation paid to Mr.

Steven Boyages, our former Interim Chief Executive Officer and current Chairman, for his service on the Board of Directors is set forth in Summary Compensation Table for named executive officers.

Appointed to The Board of Directors on October 5, 2022

Resigned from the Board of the Directors on June 9, 2023

Represents stock compensation of $7,800, made under 2019 Long Term Incentive Plan.

Non-Employee Director Compensation Arrangements

Our non-employee directors are

entitled to receive cash fees of $30,000 (plus $10,000 each for the Chairman of the Board and Financial Expert/Chair of the Audit Committee)

per year of service on our Board of Directors.

Service rendered on any of the committees of the Board does not entitle our non-employee

directors to any additional compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets

forth certain information regarding the ownership of our common stock as of August 21, 2023 by:

(i) each director and nominee for director;

(ii) each of the executive officers named in the Summary Compensation Table;

(iii) all executive officers and

directors of the Company as a group;

(iii) all executive officers and directors of the Company

and (iv) all those known by us to be beneficial owners of more than five percent of our common stock.

table is based upon information supplied by officers and directors as well as Schedules 13D or 13G filed with the SEC by beneficial owners

of more than five percent of our common stock.

Unless otherwise indicated in the footnotes to this table and subject to community property

laws, where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect

to the shares indicated as beneficially owned.

percentages are based on 14,889,904 shares of our common stock outstanding on September 15 2022.

Beneficial ownership is determined in

accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared

voting power or investment power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise

of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within

60 days of September 15 2022.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment

power with respect to all shares shown as beneficially owned by them.

otherwise indicated, the address of each person listed below is WeWork c/o GBS Inc., 142 West, 57 th Street,

11 th Floor, New York, NY 10019.

Name of Beneficial Owner

Percentage of

Executive officers and directors:

This table is based upon

information supplied by officers and directors as well as Schedules 13D or 13G filed with the SEC by beneficial owners of more than five

percent of our common stock.

Unless otherwise indicated in the footnotes to this table and subject to community property laws, where applicable,

we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated

as beneficially owned.

Applicable percentages are

based on 2,330,399 shares of our common stock outstanding on August 21, 2023.

Beneficial ownership is determined in accordance with the

rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment

power with respect to those securities and includes shares of our common stock issuable pursuant to the exercise of stock options, warrants,

or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of August 21, 2023.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all

shares shown as beneficially owned by them.

Except as otherwise set forth below, the address of the beneficial owner

is c/o Intelligent Bio Solutions Inc., 142 West, 57th Street, 11th Floor, New York, NY 10019.

of Beneficial Owner

of Common Stock Beneficially Owned

of Common Stock Beneficially Owned +

officers and directors:

Steven Boyages (1)

Lawrence Fisher

George Margelis

Spiro Sakiris (1)

Harry Simeonidis (2)

Christopher Towers (3)

All Executive Officers and Directors as a group (7 persons)

Less than 1%.

of 50,228 shares of common stock and currently exercisable Series A Warrants to purchase 1,479 shares of the common stock.

include 3,000 of common stock that will be issuable upon exercise of the pre-IPO warrants held by Mr.

Sakiris during the one-year

period commencing on the second anniversary of the consummation of December 2020 IPO.

Simeonidis (5)

Executive Officers and Directors as a group (8 persons)

Stock Holders

Science Biosensor Diagnostics (7)

Global Fund II LP (8)

Ventures, LLC (9)

Rollins Foundation (10)

Ma-Ran Foundation (10)

of 3,750 shares of common stock.

of 750 shares of common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

of the Board of Directors

Board of Directors has determined that each of our director nominees standing for election, except Dr.

Boyages, is an independent director

(as currently defined in Rule 5605(a)(2) of the NASDAQ listing rules).

In determining the independence of our directors, the Board of

Directors considered all transactions in which the Company and any director had any interest, including those discussed under “Certain

Related-Person Transactions” below.

independent directors together constitute a majority of our full Board of Directors.

The independent directors meet as often as necessary

to fulfil their responsibilities and will have regularly scheduled meetings at which only independent directors are present.

Related-Person

code of ethics will require that we avoid, wherever possible, all related party transactions that could result in actual or potential

conflicts of interests, except under guidelines approved by the Board of Directors.

Related party transactions are defined under SEC

rules as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 or

one percent of the average of our total assets for the last two completed fiscal years, (2) we or any of our subsidiaries is a participant,

and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares

of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect

material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict-of-interest

situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits

as a result of his or her position.

future and ongoing related party transactions (as defined under SEC rules) will require prior review and approval by the Audit Committee,

which will have access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction without

the approval of the Audit Committee.

The Audit Committee will consider all relevant factors when determining whether to approve a related

party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an

unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

director may participate in the approval of any transaction in which he is a related party, but that director is required to provide

the other members of the board with all material information concerning the transaction.

Additionally, we require each of our directors

and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party

transactions.

procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a

conflict of interest on the part of a director, employee, or officer.

of 750 shares of common stock.

of (i) 8,510 shares of common stock, of which 3,765 are held directly by Mr.

Sakiris and 4,745 shares are held indirectly by Anest

Holdings Pty Ltd (“Anest Holdings”);

(ii) currently exercisable Series A Warrants held by Anest Holdings to purchase

74 shares of the common stock;

(iii) 150 shares of common stock that will be issuable upon exercise of the pre-IPO warrants held

by Anest Holdings during the one-year period commencing on the second anniversary of the consummation of December 2020 IPO;

currently exercisable Series D warrants held by Anest Holdings to purchase 2,400 Shares of common stock.

Anest Holdings is the trustee

of ATF S&T Sakiris Superannuation Fund, of which Mr.

Sakiris is a director.

of 4,030 shares of common stock.

of 790 shares of common stock.

of 5-year non-transferrable warrant to purchase 150,000 common shares of the Company’s common stock at the exercise price of

$340 per share, expiring December 31, 2025.

The principal business address of Life Science Biosensor Diagnostics Pty Ltd is Level

9, 85 Castlereagh St Sydney, 2000, NSW Australia.

on information provided in the Schedule 13G filed by Lind Global Fund II LP, Lind Global Partners II LLC and Jeff Easton on March

10, 2023, and other information known by the Company, including as a result of the exercise of warrants.

Consists of 193,050 shares

of common stock.

Lind Global Partners II LLC, the general partner of Lind Global Fund II LP, may be deemed to have sole voting and

dispositive power with respect to the shares held by Lind Global Fund II LP.

Jeff Easton, the managing member of Lind Global Partners

II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP.

The principal

business address of Lind Global Fund II LP, Lind Global Partners II LLC and Jeff Easton is 444 Madison Ave, Floor 41, New York, NY

on information provided in the Schedule 13G filed by Ionic Ventures, LLC (“Iconic”), Brendan O’Neil and Keith Coulston,

on March 13, 2023, and other information known by the Company, including as a result of the exercise of warrants.

Consists of 193,050

shares of common stock.

Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power

may be exercised by its managers, Mr.

O’Neil and Mr.

Coulston, as managers of Ionic, have

shared power to vote and/or dispose of the Shares beneficially owned by Ionic.

O’Neil nor Mr.

Coulston directly

owns any common stock of the Company.

By reason of the provisions of Rule 13d-3 of the Act, each of Mr.

O’Neil and Mr.

may be deemed to beneficially own the Shares beneficially owned by Ionic.

The principal business address of Iconic, Mr.

Coulston is 142 West, 57 th Street, 11 th Floor, New York, NY 10019.

to Schedule 13D jointly filed by Gary W.

Rollins , Gary W.

Rollins Foundation (the “GWRF”), and The Ma-Ran Foundation

(the “MRF”) on June 1, 2023 (the “Rollins 13D”).

The principal business address of the GWRF, MRF and each

co-trustee is 1908 Cliff Valley Way NE, Atlanta, Georgia 30329.

The GWRF is a private charitable trust.

Rollins is a co-trustee

of the GWRF and holds de facto voting and investment power over shares held by GWRF.

Rollins disclaims any beneficial interest

in the shares held by GWRF.

The Rollins 13D, provides that GWRF holds 190,489 of the Company’s common stock.

In addition, the

Rollins 13D provides that GWRF is entitled to 16,156 shares of common stock upon release of the Closing Holdback Shares, subject

to the terms and conditions of the Share Exchange Agreement.

The MRF is a private charitable trust with four co-trustees, Pamela

Rollins, Amy R.

Kreisler, Timothy C.

Rollins and Margaret H.

Rollins, and voting or investment decision requires approval of a

majority of the co-trustees.

The Rollins 13D provides that MRF holds 213,265 shares of the Company’s common stock.

the Rollins 13D provides that MRF is entitled to 19,615 shares of common stock upon release of the Closing Holdback Shares, subject

to the terms and conditions of the Share Exchange Agreement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Independence of the Board of Directors

Our Board of Directors has

determined that each of our director nominees standing for election, except Dr.

Boyages, is an independent director (as currently defined

in Rule 5605(a)(2) of the NASDAQ listing rules).

In determining the independence of our directors, the Board of Directors considered all

transactions in which the Company and any director had any interest, including those discussed under “Certain Related-Person Transactions”

Our independent directors

together constitute a majority of our full Board of Directors.

The independent directors meet as often as necessary to fulfil their responsibilities

and will have regularly scheduled meetings at which only independent directors are present.

Related-Person Transactions

following is a summary of certain relationships and transactions, including transactions since July 1, 2021 and any currently proposed

transactions, to which we were or are to be a participant, in which

the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) 1% of the average of our total assets for the last two

completed fiscal years, and

any of our directors, executive officers or holders of more than 5% of any class of our capital stock, or any affiliate or member of

the immediate family of the foregoing persons, had or will have a direct or indirect material interest, other than compensation and other

arrangements which are described in the sections titled “Executive Compensation” and “Director Compensation”

in this Proxy Statement.

Our Code of Ethics

requires that we avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of

interests, except under guidelines approved by the Board of Directors.

Related party transactions are defined under SEC rules as

transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of $120,000 or one

percent of the average of our total assets for the last two completed fiscal years, (2) we or any of our subsidiaries is a

participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner

of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a

direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of

another entity) (collectively, “Related Party Transactions”).

A conflict-of-interest situation can arise when a person takes actions or has interests that may make it difficult

to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her

family, receives improper personal benefits as a result of his or her position.

Policies and Procedures for Related Party Transactions

All future and ongoing related

party transactions (as defined under SEC rules) require prior review and approval by the Audit Committee, which will have access,

at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction without the approval of the

Audit Committee.

The Audit Committee will consider all relevant factors when determining whether to approve a related party transaction,

including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party

under the same or similar circumstances and the extent of the related party’s interest in the transaction.

No director may participate

in the approval of any transaction in which he is a related party, but that director is required to provide the other members of the board

with all material information concerning the transaction.

Additionally, we require each of our directors and executive officers to complete

a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended

to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the

part of a director, employee, or officer.

Certain Transactions with or Involving Related Persons

The following is a summary of

related party transactions since July 1, 2019, and any currently proposed transactions, to which we were or are to be a participant.

believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below

were, unless otherwise noted below, comparable to terms available or the amounts that we would pay or received, as applicable, in arm’s-length

transactions.

We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described

below were, unless otherwise noted below, comparable to terms available or the amounts that we would pay or received, as applicable,

in arm’s-length transactions.

● Under the employee

sharing arrangements, which have not been pursuant to any written agreement, the Licensor has allocated a portion of its general office

expenses, rent and wages to us based on our percentage usage of the Licensor’s office and personnel resources.

From 1 July 2021

to November 30, 2021, we incurred to the Licensor a total of $145,733 in relation to overhead and general administration expenses.

● Since the end of

the Fiscal Year ended June 30, 2022, to the date of this filing GBS has incurred a total of nil to its Licensor in connection with rent,

other occupancy costs and shared labor recharges.

Agreements Related to the IFP Acquisition

On October 4, 2022, the Company

acquired Intelligent Fingerprinting Limited pursuant to the Share Exchange Agreement by and among the Company, IFP, the IFP Sellers and

the IFP Sellers’ representatives named therein.

One of the IFP Seller representatives,

Philip Hand, is currently the Executive Chairman of IFP.

For additional information regarding the IFP Acquisition and the Share Exchange

Agreement, see “Item 1 .

Business – IFP Acquisition”.

Investors’ Rights Agreement

Concurrently with the IFP Acquisition,

the Company and each of The Ma-Ran Foundation and The Gary W.

Rollins Foundation (together, the “IFP Investors”), entered

into an investors’ rights agreement (the “Investors’ Rights Agreement”), pursuant to which, among other things,

the IFP Investors received, subject to satisfaction of certain specified minimum securities holding requirements in the Company, certain

governance rights effective as of the IFP Closing, including the right to designate up to two directors to the Company’s board of

Pursuant to the Investors’ Rights Agreement, each of Jason Isenberg and David Jenkins, each being a designee of the IFP

Investors under the Investors’ Rights Agreement, were appointed to, and then nominated by Board and subsequently elected by the

Company’s shareholders, as a member of the Board.

Isenberg served as a seller representative for the RFA Sellers in connection

with the IFP Acquisition and is the Assistant General Counsel of RFA Management Company, LLC, an entity indirectly controlled by certain

trustees of the IFP Investors.

Jenkins served as a director of IFP prior to the consummation of the IFP Acquisition.

Voting Agreements

Concurrently with the IFP Acquisition,

the Company and the IFP Sellers entered into a voting agreement (the “IFP Sellers Voting Agreement”) pursuant to which, among

other things, each IFP Seller agreed to vote such IFP Seller’s respective shares of common stock until the completion of the annual

meeting of the Company’s stockholders for the Company’s fiscal year ended June 30, 2023, in favor of (i) each proposal contained

in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on May 6, 2022, (ii) any proposal presented to the

stockholders which is expressly contemplated by the Share Exchange Agreement, including, for the avoidance of doubt, a proposal to adopt,

or make available to IFP employees, a stock option plan in accordance with the terms set out in Section 6.9(c) of the Share Exchange Agreement,

(iii) any proposal presented to the stockholders with a unanimous Board’s recommendation to vote in favor of such proposal that

has the primary intent of taking one or more actions that would be necessary or advisable for the Company to remain in compliance with

the applicable listing requirements of the Nasdaq Stock Market, including, for the avoidance of doubt, any reverse stock split, and (iv)

any proposal to adjourn or postpone any meeting of the Company’s stockholders at which any of the foregoing matters requiring such

Stockholder’s approval are submitted for consideration and vote of the Company’s stockholders to a later date if there are

not sufficient votes for approval of such matters on the date on which the meeting is held to vote upon any of the foregoing matters requiring

stockholders’ approval.

The Reverse Stock Split and certain other proposals were subsequently approved by the Company’s stockholders

at the Annual Meeting of stockholders held by the Company on February 8, 2023.

In addition, the Company, the

IFP Sellers’ Representatives and the officers and directors of the Company who owned shares of common stock at the time of the IFP

Closing entered into separate voting agreements pursuant to which, among other things, such officers and directors of the Company agreed

to vote their respective shares of common stock in favor of the approval of the conversion of the Series C Preferred Stock into common

stock in accordance with the Series C Certificate of Designation until the completion of the annual meeting of the Company’s stockholders

for the Company’s fiscal year ended June 30, 2023.

The full conversion of the Series C Preferred Stock was subsequently approved

by the Company’s stockholders at the Special Meeting on May 8, 2023.

Registration Rights Agreement- IFP Acquisition

Concurrently with the IFP Acquisition,

the Company and the IFP Sellers entered into the IFP Registration Rights Agreements granting the IFP Sellers customary registration rights

with respect to the shares of common stock and common stock underlying the Series C Preferred Stock acquired by the IFP Sellers from the

Company in the IFP Acquisition.

The June Resale Registration Statement, which was declared effective on June 27, 2023, was filed in connection

with fulfilling the Company’s obligations under the IFP Registration Rights Agreements.

Loan Agreements

Effective contemporaneously with the IFP Closing, the

Company entered into an amendment to the bridge facility agreement between the Company and IFP, dated as of June 16, 2022, pursuant to

which, among other things, the parties thereto agreed that the $500,000 loan from the Company to IFP would remain outstanding following

the date of the IFP Closing until the second anniversary of the date of the IFP Closing (the “Company-IFP Loan Agreement”).

In addition, the Company entered

into various loan agreements in the aggregate amount of $1,425,307 (£1,254,270), including accrued interest, pursuant to which IFP is the borrower

and the Company became a guarantor of IFP’s obligations thereunder (the “IFP Loan Agreements”).

Under the IFP Loan Agreements,

the loans thereunder remained outstanding following the IFP Closing and (x) the loans and certain accrued interest (the Convertible Debt)

were convertible into shares of IFP, which shares were to be immediately transferred to the Company in exchange for shares of Series C

Preferred Stock that would then be converted into common stock, as set forth in the Share Exchange Agreement (the Loan Conversion),

following approval of the Company Stockholder Approval Matters, or (y) the loans and certain accrued interest thereon would become repayable

on the second anniversary of the date of the IFP Closing.

The loans bore interest at 17% per annum on a compounded basis, increasing to

22% per annum on a compounded basis with effect from the date that falls 12 months following the date of the IFP Closing if the Company

Stockholder Approval Matters were not approved by the Company’s stockholders by such date.

As of May 8, 2023, all eight IFP

Lenders committed to, or otherwise indicated that they were committed to, the Loan Conversion with regard to the Convertible Debt, which,

in the aggregate, had an outstanding balance of £1,360,761 in principal and accrued interest as of May 8, 2023.

On May 12, 2023,

the Company entered into Conversion Agreements with the eight IFP Lenders relating to the Convertible Debt in order to effect the above-described

Loan Conversions.

Each of the Conversion Agreements is dated and is effective as of May 9, 2023.

Upon the conversion and exchange

of the Convertible Debt in accordance with their respective terms and the terms of the Share Exchange Agreement and the Conversion Agreements,

the IFP Lenders received an aggregate of 1,149,273 shares of Series C Preferred Stock.

The conversion and exchange of the Convertible

Debt into Series C Preferred Stock was deemed to be effective as of May 9, 2023.

Effective as of May 10, 2023, the 1,149,273 shares of

Series C Preferred Stock issued to the IFP Lenders pursuant to the Conversion Agreements were converted into an aggregate of 172,386 shares

of common stock.

Subject to certain exceptions

set forth in the Share Exchange Agreement, the Common Stock Consideration and shares of Series C Preferred Stock (and any securities convertible

into or exercisable or exchangeable for common stock or Series C Preferred Stock) received pursuant to the Share Exchange Agreement and

the transactions contemplated thereby are subject to transfer restrictions during the period ending 365 days after the date of the IFP

For additional information regarding

the conversion of the Convertible Debt into Series C Preferred Stock and the conversion of Series C Preferred Stock into common stock,

see “ Item 1.

Business – Conversion of Convertible Debt and Preferred Stock .”

Agreements Related to the December Private Placement

Securities Purchase Agreement

On December 21, 2022, the Company

entered into a Securities Purchase Agreement (the December Purchase Agreement) with 14 investors (the Series D Investors), pursuant to

which the Company agreed to issue and sell to the 14 Series D Investors in a Regulation S private placement (i) 176,462 shares of the

Company’s Series D Preferred Stock, and (ii) 529,386 D Warrants to purchase common stock.

The Series D Preferred Stock and D Warrants

were sold together as a Unit, with each Unit consisting of one share of Series D Preferred Stock and three D Warrants.

An additional 26,469

warrants were issued to Winx Capital Pty Ltd., the placement agent for the December Private Placement.

The Company received aggregate

gross proceeds from the December Private Placement of $220,585 before deducting the placement agent’s fees and the Company’s

transaction expenses.

The December Private Placement closed on December 22, 2022.

The purchase price for the Units was $1.25 per Unit.

The Unit offering price and the D Warrants exercise price were priced above the Nasdaq “Minimum Price” as that term is defined

in Nasdaq Rule 5635(d)(1).

As a result of the Reverse Stock Split, the outstanding

shares of Series D Preferred Stock were at the time of their conversion, convertible into an aggregate of 26,464 shares of common stock

(initially 529,386 shares of common stock pre-Reverse Stock Split) following shareholder approval of such conversion and without the payment

of additional consideration.

The Company’s stockholders approved the full conversion of the Series D Preferred Stock at the Special

Meeting on May 8, 2023, and the conversion of the Series D Preferred Stock was effective as of May 10, 2023.

For additional information

regarding the conversion of Series D Preferred Stock into common stock.

see “ Item 1.

Business – Conversion of Convertible Debt and Preferred Stock .”

As a result of the Reverse Stock

Split, (i) each share of Series D Preferred Stock was convertible into 0.15 shares of common stock at the time of conversion (initially

three shares of common stock pre-Reverse Stock Split, subject to adjustment upon the occurrence of specified events);

(ii) each D Warrant

currently represents the right to purchase 0.05 shares of common stock with an exercise price of $5.80 per share (initially exercisable

for one share of common stock with an exercise price of $0.29 per share pre-Reverse Stock Split);

and (iii) each Winx Warrant currently

represents the right to purchase 0.05 shares of common stock, with an exercise price of $10.40 per share (initially exercisable for one

share of common stock with an exercise price of $0.52 per share pre-Reverse Stock Split).

The D Warrants expire June 22, 2028, and the

Winx Warrants expire five years following the effective date of a registration statement covering the resale of common stock underlying

the Series D Preferred Stock acquired by the Series D Investors.

Two Series D Investors are, as described below, affiliated

with the Company.

Approximately 15.10% of funds

raised in the December Private Placement were secured from the following members of the Company’s senior management:

Investor and Position with the Company

Shares of Series D Preferred Stock Purchased

Warrants Purchased

Purchase Price

Spiro Sakiris (indirectly), Chief Financial Officer

Manuel Kostandas, Director of Global Integration

Each of the Company and the Series

D Investors made certain customary representations and warranties and agreed to certain covenants in the December Purchase Agreement.

The issuances of the shares of common stock and Series D Preferred Stock

pursuant to the December Purchase Agreement are intended to be exempt from registration under the Securities Act, by virtue of the exemptions

provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder.

Registration Rights Agreement – Private Placement

Concurrent with entry into the

December Purchase Agreement, the Company and the Series D Investors entered into the December Registration Rights Agreement granting the

Series D Investors customary registration rights with respect to the shares of common stock underlying the Series D Preferred Stock and

the D Warrants acquired by the Series D Investors in the December Private Placement.

The June Resale Registration Statement, which was

declared effective on June 27, 2023, was filed in connection with fulfilling the Company’s obligations under the December Registration

Rights Agreements.

The June Resale Registration Statement also registered the shares of common stock underlying the Winx Warrants.

Other Transactions

LSBD, which is also referred to herein as “Licensor”, held 42.6% of our outstanding common stock (by voting rights) as of June 30, 2021 and held less than 7.5% of our outstanding common stock as of February 17, 2022.

LSBD currently holds 5-year non-transferrable warrants to purchase 150,000 common shares of the Company’s common stock at the exercise price of $340 per share, expiring December 31, 2025.

From time to time, we have entered into transactions with the LSBD that have not been negotiated, arranged or otherwise implemented on an arms-length basis.

These transactions include (i) entry into that certain License Agreement, dated June 23, 2020, by and between Licensor and the Company (the “License Agreement”) pursuant to which Licensor granted to the Company a license to the Licensor’s proprietary rights to the biosensor technology used in certain licensed products and (ii) the employee sharing arrangements.

Under the terms of the SGT License Agreement, we license the SGT with the Company’s digital information system for the APAC Region.

The License Agreement requires, among other material provisions, that commencing after the receipt of regulatory approval in a jurisdiction, we will pay the Licensor a minimum royalty with respect to such jurisdiction for each year, in four equal quarterly instalments.

The minimum royalty will be 13% of the projected net sales in such jurisdiction for each such year.

The projected net sales will be an amount mutually agreed between us and the Licensor for the first such year.

For each ensuing year after the first year, the projected net sales will be the number of certain licensed products sold in the prior year, as adjusted for the expected market growth and, for each year through the tenth year, as increased by up to an additional 7%.

At the end of each quarter, if the quarterly instalment of the minimum royalty is less than the actual royalty (13% of the actual net sales of the licensed products for such quarter) in such jurisdiction, we will pay Licensor the difference between the quarterly instalment of the minimum royalty and the actual royalty.

The royalty fee rate will be reduced from 13% to 3% upon the expiration of the patent portfolio covered by the License Agreement.

From August 5, 2016 to December 31, 2020, we incurred to the Licensor a total of $8,537,629 (inclusive of “deemed dividend” referred to below) under a prior license agreement for this technology in relation to development of the technology, $3,478,570 in relation to overhead and general administration expenses and $6,324,806 in relation to research and development and regulatory approval in relation to the development and approval process for the Glucose Biosensor Technology.

During the quarter ended September 30, 2020, the Company expanded its geographic coverage of its license to include the APAC Region, the Company allotted 147,029 Convertible Preference Shares to external shareholders who had a prior interest in this region.

Accordingly, as part of this transaction the Company was required to classify $976,308 of expenditure incurred by Licensor as a “deemed divided” under FASB ASC 805.

Under the employee sharing arrangements with Licensor, which have not been pursuant to any written agreements, the Licensor has allocated a portion of its general office expenses, rent and wages to us based on our percentage usage of the Licensor’s office and personnel resources.

We have relied upon these arrangements as it has been more cost-effective than acquiring dedicated office space and personnel that would not have been fully utilized.

Set forth below are the amounts paid to LSBD in connection with the cost sharing arrangements with LSBD:

Fiscal year ending June 30, 2020:

Fiscal year ending June 30, 2021:

Fiscal year ending June 30, 2022:

Fiscal year ending June 30, 2023:

On June 30, 2020, we issued 120,000 shares of common stock in exchange for the cancellation of $900,000 in debt held by the Licensor, resulting in 8,630,000 outstanding shares of common stock as of such date.

Share and per share amounts set forth herein (except in any historical financial information) give effect to the issue, unless indicated otherwise.

On December 14, 2020, the Company and LSBD agreed to cancel the previously agreed share repurchase transaction dated as of December 7, 2020, under which LSBD was to exchange a total of 3,800,000 shares of the Company’s common stock for a 3-year non-transferrable warrant to purchase 1,900,000 shares of the Company’s shares of common stock.

Effective as of the same date, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development of applications other than glucose and COVID-19 applications to a maximum of $2 million over a 5-year period, a 5-year non-transferable warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price equal to the IPO per unit price.

On December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock.

In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which the Company agreed to prepare and file within 30 days following the closing of our IPO with the SEC a registration statement to register for resale the shares of common stock issuable upon conversion of the Series B Convertible Preferred Stock.

On December 18, 2020, LSBD entered into a certain Purchase and Assignment Agreement (the “PAA”) with an institutional accredited investor (the “Purchaser”) pursuant to which LSBD sold and assigned to the Purchaser 3,000,000 shares of the Series B Convertible Preferred Stock and assigned to the Purchaser its rights under the EA and the RRA with respect to the such preferred shares for a total purchase price of $2,000,000.

The investor’s Series B Convertible Preferred Stock is convertible into 3,000,000 shares of the Company’s common stock, subject to beneficial ownership limitation.

The price per share of the 3,000,000 shares of common stock issuable upon conversion of the investor’s Series B Convertible Preferred Stock is $0.67.

In connection with the Company’s obligations under the RRA, the Company filed the Registration Statement on Form S-1 for the March Offering, which was declared effective by the SEC on March 31, 2021.

During the quarter ended March 31, 2021, the Company contributed a total of $2,600,000 towards budgeted development and commercialization costs to be incurred by BiosensX (North America) Inc.

in which the Company has a 50% interest.

This represents the Company’s contribution towards budgeted development and commercialization costs included in total costs budgeted in the Form S-1.

This funding relates to the development and preparation for submission of the Saliva Glucose Biosensor connected with regulatory approval for the U.S market by the U.S Food & Drug Administration.

This amount is recognized as a prepayment and will be expensed as incurred over an estimated 18-month period in which the costs are expected to be incurred.

On March 31, 2021, GBS entered into an agreement with LSBD to provide GBS an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”).

The Option Agreement has a term of two years and the exercise price for the option is $5 million.

The fee of $0.5 million incurred for the option has been recognized as an expense and included within ‘Development and regulatory approval expenses in the consolidated statements of operations.

In 2021, two shareholders of the Licensor (The iQ Group Global Ltd and iQX Limited) committed to provide sufficient financial assistance to us as and when it is needed for us to continue our operations until September 2021.

This financial assistance included refraining from seeking repayment of any intercompany loans or balances due from us except to the extent funds become available.

Under this arrangement, loans or deferrals of amounts due in connection with this financial assistance were to be made on an interest free basis.

As of date of this filing, no amounts were outstanding pursuant to the financial assistance commitments.

Until the completion and termination of the agreement on December 23, 2019, we were party to a master services agreement, or the “MSA Agreement,” with IQ3Corp Limited, or “IQ3,” which was at the time considered an affiliate of the Company by virtue of having certain common management personnel with The iQ Group Global Ltd.

The MSA Agreement set forth certain basic terms and provisions applicable to services to be provided by IQ3 to us pursuant to specific pre-IPO related service acquisition orders to be entered into by the parties from time to time.

Prior to the completion and termination of the MSA Agreement, pursuant to a November 2016 order under the agreement for various advisory services, we incurred a total of $3,937,047 in fees and expenses to IQ3, all of which were fully paid.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

following table represents aggregate fees billed to the Company for the fiscal years ended June 30, 2021, and June 30, 2022, by BDO Audit

Pty Ltd, the Company’s independent registered public accounting firm.

Policies and Procedures.

Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent

registered public accounting firm, BDO Audit Pty Ltd.

The Audit Committee generally pre-approves specified services in the defined categories

of audit services, audit-related services, and tax services.

Pre-approval may also be given as part of the Audit Committee’s approval

of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor

is engaged to provide each service.

The pre-approval of services may be delegated to one or more of the Audit Committee’s members,

but the decision must be reported to the full Audit Committee at its next scheduled meeting.

Accountant Fees and Services

following table represents aggregate fees billed to the Company for the fiscal years ended June 30, 2021 and June 30, 2022, by BDO Audit

Pty Ltd, the Company’s independent registered public accounting firm.

BDO Audit Pty Ltd.

was our independent registered public accounting firm from July 1, 2022, to June 28, 2023.

BDO resigned as the Company’s independent

registered public accounting firm effective June 29, 2023.

On June 29, 2023, the Audit Committee approved the appointment of UHY LLP (“UHY”)

as the Company’s independent registered public accounting firm for the year ending June 30, 2023.

Principal Accountant

Fees and Services

The following table represents aggregate fees billed to the Company for

the fiscal years ended June 30, 2023 and 2022, by UHY and BDO.

June 30, 2023

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All Other Fees (4)

fees relate to professional services rendered in connection with the audit of annual financial statements, quarterly review of financial

statements, and audit services provided in connection with other statutory and regulatory filings.

Audit-related

fees relate to professional services that are reasonably related to the performance of the audit or review of financial statements.

fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits,

as well as for tax consulting and planning services.

other fees relate to professional services not included in the categories above, including services related to other regulatory reporting

requirements.

Audit Committee has determined that the rendering of services other than audit services by BDO Audit Pty Ltd is compatible with maintaining

the principal accountant’s independence.

Audit fees relate to professional services rendered in connection with the audit of annual financial statements, quarterly review of financial statements, and audit services provided in connection with other statutory and regulatory filings.

Of the total audit fees $514,421 for year ended June 30, 2023, $200,000 relates to fees paid to UHY and the balance $314,421 to BDO.

Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of financial statements.

Tax fees relate to professional services rendered in connection with tax compliance and preparation relating to tax returns and tax audits, as well as for tax consulting and planning services.

Tax fees $14,573 for year ended June 30, 2023, relates to amount paid to BDO.

All other fees relate to professional services not included in the categories above, including services related to other regulatory reporting requirements.

All other fees $10,101 for year ended June 30, 2023 relates to amount paid to BDO.

The Audit Committee has determined

that the rendering of services other than audit services by BDO and UHY is compatible with maintaining the principal accountant’s

independence.

Pre-Approval Policies and Procedures

The Audit Committee has procedures in place for the pre-approval of audit

and non-audit services rendered by the Company’s independent registered public accounting firm.

The Audit Committee generally pre-approves

specified services in the defined categories of audit services, audit-related services, and tax services.

Pre-approval may also be given

as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit,

case-by-case basis before the independent auditor is engaged to provide each service.

The pre-approval of services may be delegated to

one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled

EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

filed as part of this Annual Report on Form 10-K:

The financial statements required to be included in this Annual Report on Form 10-K are listed in the Table of Contents

to Financial Statements appearing immediately after the signature page of this Form 10-K and are included herein by reference.

Statement Schedules.

All schedules are omitted because they are not applicable, or the required information is shown in the Financial

Statements or notes thereto.

attached Exhibit Index of this Annual Report on Form 10-K.

following exhibits are provided as required by Item 601 of Regulation S-K

Documents filed as part of this Annual Report on Form 10-K:

Financial Statements.

The financial statements required to be included in this Annual Report on Form 10-K are listed in the Table of Contents to Financial Statements appearing immediately after the signature page of this Form 10-K and are included herein by reference.

Financial Statement Schedules.

All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto.

See attached Exhibit Index of this Annual Report on Form 10-K.

The following exhibits are provided as required by Item 601 of Regulation S-K

EXHIBIT INDEX

Share Exchange Agreement, dated as of October 4, 2022, by and among GBS INC., Intelligent Fingerprinting Limited, the Sellers Listed on Schedule I thereto, Jason Isenberg (as the RFA Sellers’ Representative), and Philip Hand (as the other Sellers’ Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on December 21, 2020).

Amended and Restated By-laws, as amended (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.001-39825) filed with the Commission on July 21, 2022)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2022).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 9, 2023).

Amended and Restated Bylaws of Intelligent Bio Solutions Inc., as amended as of October 26, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2022).

Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on October 20, 2020).

Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022).

Certificate of Elimination of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2023).

Certificate of Elimination of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2023).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

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333-232557) filed with the Commission on December 21, 2020).

Form of Representative Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023).

Form of Warrant (Series D) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022).

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022).

Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023).

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

2019 Incentive Equity Plan ((incorporated by reference to Exhibit 10.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 2, 2019)

Intelligent Bio Solutions Inc.

2019 Long Term Incentive Plan (as amended May 8, 2023) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 12, 2023).

Amended and Restated License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.

1 unchanged sentence

333-232557) filed with the Commission on October 13, 2020).

Form of Employment Agreement between the Company and Mr.

Simeonidis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022

Form of Employment Agreement between the Company and Mr.

Sakiris (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022).

Employment Agreement between the Glucose Biosensor Systems (Greater China) Pty Ltd and Spiro Sakiris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022).

Employment Agreement between the Glucose Biosensor Systems (Greater China) Pty Ltd and Harry Simeonidis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022).

Employment Agreement between the GBS (APAC) Pty Ltd and Steven Boyages (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2022).

Technology License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.

8 unchanged sentences

Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 2, 2021).

Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited.

Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Commission on September 22, 2022).

Form of Warrant Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023).

Investors’ Rights Agreement, dated as of October 4, 2022, by and among the Company, The Ma-Ran Foundation, The Gary W.

Rollins Foundation and Jason Isenberg, as the RFA Sellers’ Representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Registration Rights Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Registration Rights Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Voting Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Form of Voting Agreement, dated as of October 4, 2022, by and among the Company, the Sellers’ Representatives’ named therein and each of Spiro Sakiris, Harry Simeonidis and Christopher Towers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Extension Agreement, dated as of October 4, 2022, to Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Karin Briden and the Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Debra Coffey and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Thomas Johnson and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, The Ma-Ran Foundation, The Gary W.

Rollins Foundation and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, John Polden and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Sennett Kirk III and the Company (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Sennett Kirk III Exempt Trust and the Company (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022).

Form of Securities Purchase Agreement dated as of December 21, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022).

Form of Registration Rights Agreement dated as of December 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022).

Form of Convertible Loan Conversion Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2023).

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

333-232557) filed with the Commission on August 6, 2020).

Letter to Securities and Exchange Commission from BDO Audit Pty Ltd., dated July 3, 2023.

(incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2023).

List of Subsidiaries

Consent of UHY LLP

Consent of BDO Audit Pty Ltd.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Taxonomy Extension Schema Document.

3 unchanged sentences

Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

management contract or compensatory plan.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Indicates management contract or compensatory plan.

** Filed herewith

FORM 10-K SUMMARY.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

September 22, 2022

Steven Boyages

CHIEF EXECUTIVE OFFICER AND CHAIRMAN

Executive Officer)

September 22, 2022

Pursuant to the requirements of Section 13 or 15(d)

of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTELLIGENT BIO SOLUTIONS INC.

August 23, 2023

/s/ Harry Simeonidis

HARRY SIMEONIDIS

CHIEF EXECUTIVE OFFICER AND PRESIDENT

(Principal Executive Officer)

August 23, 2023

/s/ Spiro Sakiris

SPIRO SAKIRIS

FINANCIAL OFFICER

Financial Officer)

to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

Steven Boyages

Chief Executive Officer, Chairman and Director

CHIEF FINANCIAL OFFICER

(Principal Financial Officer)

Pursuant to the requirements of the Exchange Act of

1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Harry Simeonidis

Chief Executive Officer and President

Executive Officer)

2 unchanged sentences

Financial Officer)

/s/ Steven Boyages

Chairman of the Board

Steven Boyages MBBS, PHD

/s/ Lawrence Fisher

Jonathan Hurd

George Margelis

Lawrence Fisher

Jason Isenberg

David Jenkins

Christopher Towers

Bio Solutions Inc.

to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO Audit Pty Ltd, Sydney, Australia, PCAOB ID # 02256 )

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (UHY LLP PCAOB ID # 1195 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (BDO Audit Pty Ltd, Sydney, Australia, PCAOB ID # 02256 )

BALANCE SHEETS

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

STATEMENTS OF CASH FLOWS

TO CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders and Board of Directors of

Intelligent Bio Solutions, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheet of Intelligent Bio Solutions, Inc.

(the “Company”) as of June 30, 2023, the related statements of

operations and other comprehensive income (loss), stockholders’ equity, and cash flows for the year then ended, and the

related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June

30, 2023, and the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting

principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability

to Continue as a Going Concern

The accompanying consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated

financial statements, the Company’s primary sources of liquidity have been through funding from financing activities.

has reported operating losses and negative cash flows from operations since inception.

These factors raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to

have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are

required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on

the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to

assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2023.

Melville, New York

August 23, 2023

Report of Independent Registered

Public Accounting Firm

and Board of Directors

Bio Solutions Inc.

(f/k/a GBS Inc.)

York, New York

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of GBS Inc.

(the ‘Company’) as of June 30, 2022 and 2021, the related

consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years

then ended, and the related notes (collectively referred to as the ‘consolidated financial statements’).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2022

and 2021, and the results of its operations and its cash flows for the years then ended , in conformity with accounting principles

have audited the accompanying consolidated balance sheet of Intelligent Bio Solutions Inc (f/k/a GBS Inc.) (the ‘Company’)

as of June 30, 2022, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity,

and cash flows for the year then ended, and the related notes (collectively referred to as the ‘consolidated financial statements’).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

at June 30, 2022 and the results of its operations and its cash flows for the year then ended , in conformity with accounting principles

generally accepted in the United States of America.

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Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

3 unchanged sentences

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

1 unchanged sentence

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due

to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

BDO Audit Pty Ltd

have served as the Company’s auditor since 2017.

We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO Audit Pty Ltd

the Company’s auditor from 2017 to 2023.

Sydney, Australia

21, 2022, e xcept for the effects of the reverse stock split discussed in Note 3 and effects of

the change in the segments discussed in Note 4, as to which the date is August 23, 2023.

Bio Solutions Inc.

Balance Sheets*

June 30, 2022

June 30, 2021

Current assets:

Cash and cash equivalents

Accounts receivable, net

Inventories, net

Grant receivable, current portion

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Total current assets

Property and equipment, net

Operating lease right-of-use assets

Intangible assets, net

Long-term grant receivable

Construction in progress

Other non-current assets

LIABILITIES AND SHAREHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Related party payables

Current portion of operating lease liabilities

Current portion of deferred grant income

Current employee benefit liabilities

Current portion of notes payable

Total current liabilities

Employee benefit liabilities

Employee benefit liabilities, less current portion

Operating lease liabilities, less current portion

Long-term deferred grant income

Notes payable, less current portion

Total liabilities

1 unchanged sentence

Shareholders’ equity:

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized, 0 and 1,300,000 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively

Common stock, $ 0.01 par value, 100,000,000 shares authorized, 14,889,904 and 13,582,122 shares issued and outstanding at June 30, 2022 and June 30, 2021, respectively

Preferred stock, $ 0.01 par value, 10,000,000 shares authorized:

Series C preferred stock, 4,012,276 shares designated, 0 shares issued and outstanding at June 30, 2023 and 2022, respectively

Series D preferred stock, 500,000 shares designated, 0 shares issued and outstanding at June 30, 2023 and 2022, respectively

Common stock, $ 0.01

par value, 100,000,000 shares authorized, 2,330,399

shares issued and outstanding at June 30, 2023 and

2022, respectively *

Treasury stock, at cost, 1,386 and 0 shares as of June 30, 2023 and 2022, respectively

Additional paid-in capital

3 unchanged sentences

Accumulated other comprehensive loss

Total consolidated GBS Inc.

Total consolidated Intelligent Bio Solutions Inc.

Non-controlling interest

1 unchanged sentence

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Common Stock has been retroactively adjusted to reflect the

decreased number of shares resulting from a 1 for 20 reverse stock split throughout the consolidated financial statements unless otherwise stated.

accompanying notes are an integral part of these consolidated financial statements.

Statements of Operations and Other Comprehensive Loss

Bio Solutions Inc.

Statements of Operations and Other Comprehensive Income (Loss)*

Year Ended June 30,

Cost of revenue (exclusive of amortization shown separately below)

Other income:

Government support income

Total revenue and other income

Operating expenses:

General and administrative expenses

Selling, general and administrative expenses

( 8,026,703 )

( 4,920,103 )

Development and regulatory approval expenses

Prospectus and capital raising expenses

( 3,853,919 )

Depreciation and amortization

Goodwill impairment

( 4,158,670 )

Total operating expenses

( 13,659,529 )

( 8,774,022 )

Loss from operations

3 unchanged sentences

Interest expense

( 1,093,608 )

Loss from unconsolidated equity method investment

Realized foreign exchange loss

Fair value gain on revaluation of financial instruments

Interest income

Total other income (expense)

( 1,486,719 )

Total other income

( 10,664,555 )

1 unchanged sentence

Net loss attributable to non-controlling interest

Net loss attributable to GBS Inc.

$ ( 8,306,051 )

Net loss attributable to Intelligent Bio Solutions Inc.

$ ( 10,631,720 )

Other comprehensive loss, net of tax:

Foreign currency translation loss

$ ( 8,306,051 )

Other comprehensive income (loss), net of tax:

Foreign currency translation income (loss)

$ ( 126,875 )

Total other comprehensive loss

Total other comprehensive income (loss)

Comprehensive loss

2 unchanged sentences

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to GBS Inc.

Comprehensive loss attributable to Intelligent Bio Solutions Inc.

$ ( 10,419,081 )

3 unchanged sentences

accompanying notes are an integral part of these consolidated financial statements.

Common Stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 reverse stock split throughout the consolidated financial statement unless otherwise stated.

Bio Solutions Inc.

Statements of Changes in Shareholders’ Equity*

shareholders’

preferred stock

Treasury stock

comprehensive

shareholders’

Balance, June 30, 2021

1 unchanged sentence

$ ( 661,260 )

$ ( 5,214,828 )

Issuance of convertible preferred shares

Issuance of common stock at

initial public offering

Issuance cost of common stock

at initial public offering

( 3,867,565 )

Cancellation of common stock

in exchange for preferred shares

( 3,000,000 )

Conversion of convertible notes

into common stock at initial public offering

Conversion of convertible preferred

shares into common stock at initial public offering

( 2,810,190 )

Beneficial conversion feature

Series A warrants exercised

to purchase common shares

Series B warrants exercised

to purchase common shares

Series A and B warrants acquired

Conversion of convertible preferred

shares into common stock

Series B warrants exercised to purchase common shares

Conversion of convertible preferred shares into common shares

( 1,300,000 )

Foreign currency translation

Foreign currency translation loss

( 8,306,051 )

5 unchanged sentences

$ ( 788,135 )

Series B warrants exercised

to purchase common shares

Conversion of convertible preferred

shares into common shares

Reverse stock split rounding adjustment

Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs

Issuance of Series D preferred stock, net of issuance costs

Stock awards issued to employees

Payment of tax withholding for employee stock awards

Issuance of common stock and warrants, net of issuance costs

Issuance of common stock upon cashless exercise of warrants

Conversion of convertible notes payable into Series C preferred stock

Conversion of convertible preferred shares into common shares

( 3,688,739 )

Foreign currency translation

Foreign currency translation income

( 10,631,720 )

5 unchanged sentences

$ ( 41,807,573 )

$ ( 575,496 )

$ ( 111,986 )

Common Stock has been retroactively adjusted to reflect the decreased number of

shares resulting from a 1 for 20 reverse stock split throughout the consolidated financial statements unless otherwise stated.

accompanying notes are an integral part of these consolidated financial statements.

Bio Solutions Inc.

Statements of Cash Flows

4 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Amortization of right-of-use assets

Non-cash loss (gain) on foreign currency translation, net

Loss on investment in affiliate

Contingent beneficial conversion feature on convertible notes

Provision for inventory obsolescence

Goodwill impairment

Share-based compensation

Non-cash research and development charge

Non-cash refund of R&D expenditure claims

Fair value gain on revaluation of convertible notes

( 1,537,565 )

Fair value gain on revaluation of holdback Series C preferred stock

Non-cash other operating activities

Changes in operating assets and liabilities:

Grant receivable

Accounts receivable

Grant receivable / deferred grant income

Research and development tax incentive receivable

( 1,025,455 )

Other current assets

( 2,459,955 )

Other non-current assets

Accounts and other payables

Accounts payable - related party

( 1,755,970 )

Operating lease liabilities

Other long-term liabilities

4 unchanged sentences

Issuance of note receivable

Cash acquired from business acquisition

Cash payment for business acquisition

Amount invested on construction in progress

1 unchanged sentence

Cash flows from financing activities:

Proceeds from issuance of warrants

Proceeds from warrant holders for common shares

Proceeds from issuance of common stock and warrants

Proceeds from issuance of preferred stock

Proceeds from initial public offering

Payment of equity issuance costs

( 2,003,952 )

Payment of equity issuance costs - others

Payment of equity issuance costs relating to acquisition of IFP

Payment of tax withholding for employee stock awards

Net cash provided by financing activities

Effect of foreign exchange rates on cash and cash equivalents

(Decrease) increase in cash and cash equivalents

Decrease in cash and cash equivalents

( 6,701,057 )

( 4,335,384 )

Cash and cash equivalents, beginning of period

1 unchanged sentence

Non-cash investing and financing activities

Reclassification of deferred charges to additional paid in capital upon completion of initial public offering

Conversion of notes to common shares at initial public offering

Cancellation of common stock in exchange for preferred shares

Shares issued for business acquisition

Note receivable settled for business acquisition

Deferred consideration payable for business acquisition

Recording of right-of-use asset and lease liability

Conversion of convertible notes payable into preferred stock

Conversion of preferred shares into common shares

Supplemental disclosure of cash flow information:

Cash paid for interest

accompanying notes are an integral part of these consolidated financial statements.

Bio Solutions Inc.

to the Consolidated Financial Statements

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

and its wholly owned subsidiary, GBS Operations Inc.

were formed on December 5, 2016 under the laws of the state of Delaware.

Biosensor Systems (Greater China) Pty Ltd (“GBSPL”) was formed on August 4, 2016 under the laws of New South Wales, Australia

and was renamed to GBS (APAC) Pty Ltd on October 14, 2020.

Glucose Biosensor Systems (Japan) Pty Ltd and Glucose Biosensor Systems (APAC)

Pty Ltd were formed under the laws of New South Wales, Australia on February 22, 2017 and February 23, 2017 respectively.

These companies

(collectively, the “Company”) were formed to provide a non-invasive, pain free innovation to make it easier for people to

manage diabetes using the Company’s Saliva Glucose Biosensor (“SGB” and, together with the software app that interfaces

the SGB with the Company’s digital information system, the “SGT”).

are a biosensor diagnostic technology company operating across the Asia-Pacific Region (“APAC”) region and an interest

in the North America Region with the biosensor platform comprising of biochemistry, immunology, tumor markers, hormones, and nucleic

acid diagnostic modalities, and worldwide with our COV2 test.

We were incorporated under the laws of Delaware on December 5, 2016.

Our headquarters are located in New York, New York.

objective is to introduce and launch initially the Saliva Glucose Biosensor (referred to as the “SGB”), the diagnostic test

that stems from the Biosensor Platform that we license, in our regions and the COV2 test globally.

This will be followed by developing

the platform to its full capacity testing across the diagnostic modalities of Immunology, Hormones, Chemistry, Tumor markers and Nucleic

public offering

December 28, 2020, the Company closed its initial public offering (“IPO”) and sold 1,270,589 units, consisting of (a) one

share of the Company’s common stock (or, at the purchaser’s election, one share of Series B Convertible Preferred Stock),

(b) one Series A warrant (the “Series A Warrants”) to purchase one share of the Company’s common stock at an exercise

price equal to $ 8.50 per share, exercisable until the fifth anniversary of the issuance date, and (c) one Series B warrant (the “Series

B Warrants”) to purchase one share of the Company’s common stock at an exercise price equal to $ 17.00 per share, exercisable

until the fifth anniversary of the issuance date and subject to certain adjustment and cashless exercise provisions.

The public offering

price of the shares sold in the IPO was $ 17.00 per unit.

In aggregate, the units issued in the offering generated $ 17,732,448 in net

proceeds, which amount is net of $ 1,714,001 in underwriters’ discount and commissions, and $ 2,153,564 in offering costs.

costs include underwriters’ warrants to acquire up to 63,529 shares with an exercise price of $ 18.70 per share, exercisable until

the fifth anniversary of the issuance date.

The Company also issued to the underwriter an option, exercisable one or more times in whole

or in part, to purchase up to 190,588 additional shares of common stock and/or Series A Warrants to purchase up to an aggregate of 190,588

shares of common stock and/or Series B Warrants to purchase up to an aggregate of 190,588 shares of common stock, in any combinations

thereof, from us at the public offering price per security, less the underwriting discounts and commissions, for 45 days after the date

of the IPO to cover over-allotments, if any (the “Over-Allotment Option”).

the closing of the IPO, all shares of preferred stock then outstanding were automatically converted into 2,810,190 shares of common stock,

and all convertible notes then outstanding were automatically converted into 710,548 shares of common stock.

preferred shareholders were issued warrants following the Company’s completed IPO, that allows the holder to acquire 2,736,675

shares of common stock at the IPO price during year two through to year three following the completion of the IPO.

At exercise date,

the shareholder must hold, for each warrant to be exercised, the underlying common share to exercise the warrant.

The warrants are not

transferable and apply to the number of shares that were subscribed for.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation

of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity’s ability to continue as a going

concern within one year of the date of the financial statements are issued.

In each reporting period, including interim periods, an entity

is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is

probable an entity will not meet its financial obligations within one year from the financial statement issuance date.

Substantial doubt

about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate

it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial

statements are issued.

Company is an emerging growth company and has not generated any revenues to date.

As such, the Company is subject to all of the risks

associated with emerging growth companies.

Since inception, the Company has incurred losses and negative cash flows from operating activities.

The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all,

the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize

and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio.

Bio Solutions Inc.

(formerly known as GBS Inc.), and its wholly owned Delaware subsidiary, GBS Operations Inc.

were each formed on December

5, 2016, under the laws of the state of Delaware.

Our Australian subsidiary Intelligent Bio Solutions (APAC) Pty Ltd (formerly known

as Glucose Biosensor Systems (Greater China) Pty Ltd) was formed on August 4, 2016, under the laws of New South Wales, Australia and

was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023.

On October 4, 2022, INBS acquired Intelligent Fingerprinting

Limited (“IFP”), a company registered in England and Wales (the “IFP Acquisition”).

Our headquarters are in New

York, New York.

are a medical technology company focused on developing and delivering non-invasive, rapid and pain free innovative testing and screening

We operate globally with the objective of providing intelligent, pain-free, and accessible solutions that improve the quality

current product portfolio includes:

Fingerprinting Platform - Our proprietary portable platform analyzes fingerprint sweat using a one-time (recyclable) cartridge

and portable handheld reader.

Our flagship product from this platform, which is commercially available in certain countries outside

of the United States, is the Intelligent Fingerprinting Drug Screening System (the “IFP System” or “IFP Products”),

a two-part system that consists of non-invasive, sweat-based fingerprint diagnostic testing products designed to detect drugs of

abuse including opioids, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, and buprenorphine.

The 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 our confirmatory kits can also

be sent to a third-party laboratory service provider to perform confirmation testing.

Customers include safety-critical industries

such as construction, transportation and logistics firms, manufacturing, engineering, drug treatment organizations in the rehabilitation

sector, and judicial organizations.

Biosensor Platform – Our “Biosensor Platform” consists of a small, printable modified organic thin-film transistor

strip that we license across the Asia Pacific Region from Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or “Licensor”).

The Biosensor Platform, which is designed to detect multiple biological analytes by substituting the Glucose Oxidase (“GOX”)

enzyme with a suitable alternative for each analyte, is currently in the development stage.

Our flagship product candidate based

on the Biosensor Platform technology is the Saliva Glucose Biosensor (“SGB” and, together with a software app that interfaces

the SGB with the Company’s digital information system, the Saliva Glucose Test or “SGT”), a Point of Care Test

(POCT) expected to complement the finger pricking invasive blood glucose monitoring test for diabetic patients.

Our products based

on the SGT are referred to herein as the “SGT products.”

platform technologies have the potential to develop a range of POCT including the modalities of clinical chemistry, immunology, tumor

markers, allergens, and endocrinology.

February 9, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and

restated certificate of incorporation to effect, as of February 10, 2023, a 1-for-20

reverse split of the Company’s common stock (the “Reverse

Stock Split”).

On February 10, 2023, the Company effected the Reverse Stock

of Series C and Series D Preferred Stocks

On May 8, 2023, the stockholders of

the Company approved, (a) the full conversion of Series C Preferred Stock issued

by the Company pursuant to the terms of a Share Exchange Agreement, dated as of October 4, 2022, and the issuance of shares of Common

Stock in connection with such conversion;

and (b) the full conversion of Series D Preferred

Stock, issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated as of December 21, 2022, and the issuance

of shares of Common Stock in connection with such conversion.

LIQUIDITY AND GOING CONCERN

Company incurred a net loss of $ 10,631,720 for the year ended June 30, 2023 (net loss of $ 8,306,051 for the year ended June 30, 2022).

As of June 30, 2022, the Company had shareholders’ equity of $ 6,545,771 , working capital of $ 6,204,989 , and an accumulated deficit

of $ 31,175,853 .

In the near future, the Company anticipates incurring operating losses and does not expect to experience positive cash flows from operating

activities and may continue to incur operating losses until it completes the development of its products and seeks regulatory approvals

As of June 30, 2023, the Company has shareholders’ equity of $ 3,686,998 , a working capital deficit of $ 2,021,124 , and an accumulated

deficit of $ 41,807,573 .

the near future, the Company anticipates incurring operating losses and does not expect to generate positive cash flows from operating

activities and may continue to incur operating losses until it completes the development of its products and seek regulatory approvals

to market such products.

Company has evaluated whether there are conditions and events, considered in agreement that raise the substantial doubt about its ability

to continue as going concern within one year after the date of signing of the consolidated financial statements.

The Company expects

that its cash and cash equivalents as of June 30, 2022, of $ 8.23 million, may be insufficient to allow the Company to fund its current

operating plan through at least the next twelve months from the issuance of these financial statements, taking into the accounts the

proposed acquisition of Intelligent Fingerprinting Limited (IFP).

Should revenue not be generated during this period to cover expenses,

then these conditions may raise substantial doubt about the Company’s ability to continue as a going concern for a period of at

least one year from the date these financial statements are issued.

Accordingly, it appears that the Company may be required to raise

additional funds during the next 12 months.

The company is currently evaluating potential raising additional funds through private placements

and or public equity financing.

However, there can be no assurance that, in the event that the Company requires additional financing,

such financing will be available on terms which are favorable to us, or at all.

If we are unable to raise additional funding to meet

our working capital needs in the future, we will be forced to delay or reduce the scope of our research programs and/or limit or cease

our operations.

Accordingly, there appears to be substantial doubt about our ability to continue as a going concern unless we can successfully

raise additional capital.

The report from our independent registered public accounting firm for the year ended June 30, 2022, includes

an explanatory paragraph stating that our losses from operations and required additional funding to finance our operations may raise

substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements are

consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction

of liabilities and commitments in the normal course of business.

The consolidated financial statements do not include any adjustments

relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the

Company be unable to continue as a going concern.

Company has evaluated whether there are conditions and events, considered in the aggregate, that raise a substantial doubt about its

ability to continue as going concern within one year after the date of release of the consolidated financial statements.

expects that its cash and cash equivalents as of June 30, 2023, of $ 1,537,244 ,

will be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the

issuance of these 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 consolidated financial statements are issued.

Accordingly, the Company will be required to raise additional funds during the next 12 months.

The Company is currently evaluating

raising additional funds through private placements and/or public equity financing.

However, there can be no assurance that, in the

event that the Company requires additional financing, such financing will be available on terms which are favorable to the Company,

If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced

to delay or reduce the scope of its research programs and/or limit or cease its operations.

In addition, the entity may be unable to

realize its assets and discharge its liabilities in the normal course of business.

Accordingly, these factors raise substantial

doubt about the Company’s ability to continue as a going concern unless it can successfully raise additional

Company’s consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets

and satisfaction of liabilities and commitments in the normal course of business.

The consolidated financial statements do not include

any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities

should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 unchanged sentences

as of June 30, 2023 and 2022.

The consolidated financial statements and notes thereto give retrospective effect to the Reverse Stock Split for

all periods presented.

All common stock, options exercisable for common stock, restricted stock units, warrants and per share amounts

contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods

of consolidation

consolidated financial statements as of and for the years ended June 30, 2022 and 2021 include the accounts of the Company, all wholly-owned

and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities

(“VIEs”) in which the Company has a controlling financial interest or is the primary beneficiary.

Investments in affiliates

where the Company does not exert a controlling financial interest are not consolidated.

consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the

Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial

interest or is the primary beneficiary.

Investments in affiliates where the Company does not exert a controlling financial interest are

not consolidated.

significant intercompany transactions and balances have been eliminated upon consolidation.

offering costs

Company complies with the requirements of ASC 340 with regards to offering costs.

Prior to the completion of an offering, offering costs

were capitalized as deferred offering costs on the consolidated balance sheets.

The deferred offering costs were charged to shareholders’

equity (deficit) upon the completion of an offering.

Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs , with regard to offering costs.

completion of an offering, offering costs will be capitalized as deferred offering costs on the consolidated balance sheets.

offering costs will be charged to shareholders’ equity upon the completion of an offering.

preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

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those estimates.

from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised

goods or service deliverables to the customers.

A good or service deliverable is transferred to a customer when, or as, the customer

obtains control of that good or service deliverable.

in accounting principle

During the quarter ended June 30, 2023, the

Company performed an analysis on the useful life of its technology asset which resulted in increasing the useful life from 5

The consideration evaluated considered the lives of the underlying technology asset which is primarily patents with

expirations ranging from 2026 to 2041 and industry benchmarking using the North American Industry Classification System (NAICS).

Thus, the carrying value of the technology asset as at the end of March 31, 2023, was amortized using the new useful life

prospectively.

As the result of change in useful life, the

amortization expenses for the year ended June 30, 2023 decreased by $ 84,374

and the basic and diluted loss per share decreased by $ 0.07

The amortization expenses for fiscal year 2024-2027 is expected to decrease by approximately $ 337,496

each year and that for fiscal year 2028, fiscal year 2029 and fiscal year 2030 is expected to increase by $ 485,150 ,

and $ 189,841

respectively.

results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the

date of the acquisition.

The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets

and liabilities of the relevant acquired business at their acquisition date fair values.

Any excess consideration over the fair value

of assets acquired and liabilities assumed is recognized as goodwill.

The allocation of the purchase price in a business combination

requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies,

estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies.

The Company engages the assistance

of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities

assumed in a business combination.

As a result, during the measurement period, which may be up to one year from the acquisition date,

the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion

of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any

subsequent adjustments are recorded to the consolidated statements of operations.

Transaction costs associated with business combinations

are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations.

is accounted for under ASC 606 Revenue from Contracts with Customers through the following steps:

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue when or as the Company satisfies a performance obligation.

The Company recognized revenue from contracts

with customers it satisfies its performance obligations by delivering the promised goods or

service deliverables to the customers.

A good or service deliverable is transferred to a customer when, or as, the customer obtains

control of that good or service deliverable.

information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types

for the purpose of allocating resources and evaluating financial performance.

Currently, the Company has two products offerings.

the Company has determined the following reporting segments (refer to Note 4, Segment Information):

available Intelligent Fingerprinting Products (IFPG)

Stage Saliva Glucose Biosensor Platform (SGBP)

are used to evaluate the performance of the Company’s segments, the progress of major initiatives and the allocation of resources.

All of the Company’s revenues are attributable to the IFPG segment during the year ended June 30, 2023.

There were no revenues

during the year ended June 30, 2022.

from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows:

SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES

Year Ended June 30,

Sales of goods - cartridges

Sales of goods - readers

Total revenue

other income is mainly comprised of grant income and R&D tax refunds.

June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing

The grant has a total value of up to $ 4.7 million upon the achievement of certain milestones.

Proceeds from the grant will

be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility.

The grant has a total value of up to $ 4.7 million upon the achievement of certain milestones until March 28, 2024.

from the grant will be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility.

for the grant does not fall under ASC 606, Revenue from Contracts with Customers , as the Australian Government will not benefit

4 unchanged sentences

of Government Assistance by analogy when accounting for the Australian Government grant to the Company.

Furthermore, disclosures

made below are in accordance with the disclosure requirements of ASU 2021-10 (see recently issued accounting pronouncements below for

more information).

Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related

7 unchanged sentences

The Company has elected to record the grants received initially as deferred income and deducting

the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability.

the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant

income liability.

A total of $ 646,116 and $ 391,408 was recognized as a reduction to the CIP asset on the consolidated balance sheets

as of June 30, 2023 and 2022, respectively.

IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met, and the

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income on the grant effective date.

The grant receivable was reduced by $ 2.1 million for payments received during the twelve months ended

June 30, 2022 (no payments were received during the three months ended June 30, 2022) and $ 2.6 million remains in grant receivable on

the Condensed Consolidated Balance Sheets.

The Company received payments of $ 1.4 million and $ 2.1 million during the years ended June 30, 2023

and 2022, respectively.

The project has been delayed due to global shortages of semiconductors that are used in manufacturing equipment

and global supply chain disruption due to the coronavirus pandemic in the preceding year.

The Company has only completed 4 of the 8 milestones in the grant

As of June 30, 2023, there was uncertainty regarding the potential extension of the grant agreement past its original end

of March 28, 2024.

Therefore, management concluded that there was no reasonable assurance that the remaining grant receivable will be

initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner

7 unchanged sentences

from the gross costs of the assets or CIP and deferred grant income liability.

A total of $ 51,258 deferred grant income was recognized

within other income during the current period.

A total of $ 127,944 and $ 51,258 deferred grant income

was recognized within other income during the years ended June 30, 2023 and 2022, respectively.

R&D tax refund

Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and

R&D costs incurred to external service providers.

The R&D tax refund receivable is recognized as the Company believes that it

is probable that the amount will be recovered in full through a future claim.

A total of $ 609,684 and $ 385,888 of R&D tax refund

income is recognized in other income during the years end June 30, 2023, and 2022, respectively.

and regulatory approval costs

15 unchanged sentences

have been paid in excess of costs incurred, the Company records a prepaid expense.

Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and

R&D costs incurred to external service providers.

The R&D tax refund receivable is recognized as the Company believes that it

is probable that the amount will be recovered in full through a future claim.

A total of $ 385,888 and $ 1,850,175 of R&D tax refund

income is recognized in other income during the years end June 30, 2022, and 2021, respectively.

currency translation

and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S.

dollar) at the rate

of exchange in effect on the consolidated balance sheets date;

income and expenses are translated at the average rate of exchange prevailing

during the year.

The functional currency of GBS is the United States dollar.

Foreign currency movements resulted a loss of $ 126,875

and $ 297,309 for the years ended June 30, 2022 and 2021, respectively.

accordance with the provisions of FASB ASC 740, Income Taxes , tax positions initially need to be recognized in the consolidated

dollar) at the

rate of exchange in effect on the consolidated balance sheets date;

income and expenses are translated at the average rate of

exchange prevailing during the year.

The functional currency of the Company is the United States dollar.

Foreign currency movements

are recognized in other comprehensive loss on the consolidated statement of operations and other comprehensive income (loss) and

resulted in a gain of $ 212,639

and a loss of $ 126,875

for the years ended June 30, 2023 and 2022, respectively.

accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes , tax positions initially need to be recognized in the consolidated

financial statements when it is more likely than not that the positions will be sustained upon examination by taxing authorities.

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on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be

realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax

asset to an amount that is more likely than not to be realized.

the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an

amount of $ 976,308 in relation to the development and approval process for the Glucose Biosensor Technology.

The Company recorded the

license at the historical carrying value in the books of LSBD which was $nil and recorded the amount paid as a deemed dividend.

has agreed to pay royalties of sales & milestones payments as defined.

September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology.

On June 23, 2020,

the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor.

relation to these licenses, there is no set expiration date for the license.

However, the exclusivity of the license granted under the

license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033.

have been incurred through to June 30, 2022 (June 30, 2021:

March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use

LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”).

Agreement has a term of two years and the exercise price for the option is $ 5,000,000 .

The fee of $ 500,000 incurred for the option was

expensed in the period incurred.

note and other receivables

note and other receivables are recorded net of allowances for uncollectible accounts.

The Company evaluates the collectability of its

accounts receivable based on various factors including historical experience, the length of time the receivables are past due and the

financial health of the customer.

The Company reserves specific receivables if collectability is no longer reasonably assured.

upon the assessment of these factors, the Company did not record an allowance for uncollectible accounts as of June 30, 2022, and 2021.

realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred

tax asset to an amount that is more likely than not to be realized.

Cash and Cash equivalent

The Company considers all highly liquid

investments with a maturity of 90 days or less at the time of purchase to be cash equivalents.

The carrying values of cash and cash

equivalents approximate their fair values due to the short-term nature of these instruments.

As of June 30, 2023 and 2022, there

were no cash equivalents.

The Company maintains cash accounts with financial institutions.

At times, balances in these accounts may

exceed federally insured limits.

The amounts over these insured limits as of June 30, 2023 and 2022 was $ 1,114,687 and $ 7,816,077

respectively.

No losses have been incurred to date on any deposits.

are stated at the lower of cost or net realizable value.

Cost comprises direct materials and, where applicable, other costs that have

been incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price

less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

General market conditions, as

well as the Company’s research activities, can cause certain of its products to become obsolete.

The Company writes down excess

and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected demand.

The determination

of projected demand requires the use of estimates and assumptions related to projected sales for each product.

These write downs can

influence results from operations.

Account receivable, net and other receivables

receivables are written off when there is no reasonable expectation of recovery.

Indicators that there is no reasonable expectation of

recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual

payments for a period of greater than 90 days past due.

upon the assessment of these factors, the Company did not recognize bad debt provision during the year ended June 30, 2023

and June 30, 2022.

Trade receivables are recognized net of bad debt provision.

Plant and Equipment (“PPE”) & Construction in Progress (“CIP”)

accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, is stated at cost net of accumulated

depreciation and impairment losses, if any.

Costs incurred to acquire, construct,

or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost.

The carrying amount of assets purchased

or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or

CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use.

Expenditures for

maintenance and repairs are charged to operations in the period in which the expense is incurred.

Depreciation is calculated on a straight-line

basis over the estimated useful life of the asset using the following terms:

Other equipment – 3 years

Production equipment – 2 - 4 years

improvements – shorter of asset’s estimated useful life and the remaining term of the lease

assets’ residual values, useful lives and methods of depreciation are reviewed periodically and adjusted prospectively, if appropriate.

Equipment is derecognized upon disposal or when no future economic benefits are expected from its use.

Any gain or loss arising upon

de-recognition of the asset (calculated as the difference between the net disposal proceeds, if any, and the carrying value of the asset)

is included in gain or loss on sale of assets in the consolidated statements of operations in the period the asset is derecognized.

of Long-lived Assets and Goodwill

assets consist of property and equipment, right-of-use assets and other intangible assets.

We assess impairment of assets groups, including

intangible assets at least annually or more frequently if there are any indicators for impairment.

represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination.

an annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would,

more likely than not, reduce the fair value of a reporting unit below its carrying value.

We may first assess qualitative factors, such

as general economic conditions, market capitalization, the Company’s outlook, market performance and forecasted financial performance

to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If we determine

it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is not necessary.

If an impairment test is necessary, we estimate the fair value of a related reporting unit.

If the carrying value of a reporting unit

exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will record an impairment charge equal

to the excess of the carrying value over the related fair value of the reporting unit.

If we determine it is more likely than not that

goodwill is not impaired, a quantitative test is not necessary.

During the year ended June 30, 2023, the Company’s market capitalization significantly declined and recurring

cash burn of the reporting unit and continuous cash support from the parent entity led management to reassess whether an impairment

had occurred considering these qualitative factors.

Management’s evaluation indicated that the goodwill related to its IFPG reporting

unit was potentially impaired.

The Company then performed a quantitative impairment test by calculating the fair value of the reporting

unit and comparing that amount to it’s carrying value.

Significant assumptions inherent in the valuation methodologies include,

but were not limited to prospective financial information, growth rates, terminal value and discount rate.

The Company determined the

fair value of the reporting unit utilizing the discounted cash flow model.

The fair value of the reporting unit was determined to be less

than its carrying value.

The Company recognized an impairment charge of $4.2 million in the IFPG segment, which is related to the goodwill

associated with the IFP Acquisition.

Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment

losses, if any.

The definite lived intangible assets are amortized over their estimated useful lives, which do not exceed any contractual

Certain of our intangible assets have been assigned an indefinite life as we currently anticipate

that these trade names and trademarks will contribute cash flows to the Company indefinitely.

Indefinite-lived intangible assets are not

amortized, but are evaluated at least annually to determine whether the indefinite useful life is appropriate.

is recorded on a straight-line basis over their estimated useful lives.

Intangible assets acquired from a foreign operation are translated

from the foreign entity’s functional currency to the presentational currency based on the exchange rate at the reporting date.

Company determines if an arrangement is a lease at its inception.

Lease arrangements are comprised primarily of real estate for which

the right-of-use (“ROU”) assets and the corresponding lease liabilities are presented separately on the consolidated balance

assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease

payments arising from the lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated

present value of lease payments over the lease term.

The lease term includes options to extend the lease when it is reasonably certain

that the option will be exercised.

Leases with a term of 12 months or less are not recorded on the consolidated balance sheet.

Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the

lease, which is derived from information available at the lease commencement date, considering publicly available data for instruments

with similar characteristics.

The Company accounts for the lease and non-lease components as a single lease component.

Employee benefits

The costs of short-term employee benefits are recognized as a

liability and an expense, unless those costs are required to be recognized as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognized in the period in which the employee’s services are received.

Termination benefits are recognized immediately as an expense when the company is demonstrably committed to terminate the employment

of an employee or to provide termination benefits.

loss per share attributable to common shareholders (“EPS”)

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are antidilutive.

Plant and Equipment (PPE) & Construction in Progress (CIP)

accordance with the ASC 360, Property, Plant, and Equipment , the Company’s PPE, except land, is stated at cost net of accumulated

depreciation and impairment losses, if any.

Land is stated at cost less any impairment losses.

Costs incurred to acquire, construct,

or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost.

The carrying amount of assets purchased

or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or

Construction in progress is not depreciated until such time when the asset is substantially completed and ready for its intended

issued but not yet effective accounting pronouncements

accounting pronouncements

the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply

to private companies.

November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

announcement:

July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities

from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718) (“ASU 2023-13”).

update requires to disclose and present income or loss related to common stock transactions on the face of the income statement, (2)

to modify the existing classification and measurement of redeemable preferred shares and redeemable equity-classified shares (3) and

modify accounting treatment for stock-based compensation.

The FASB has not set an effective date on ASU 2023-03 and adoption is permitted.

The Company is currently evaluating the impact of the provisions of ASU 2023-03 on its consolidated financial statement disclosures.

November 2021, the FASB issued ASU No.

2021-10, Government Assistance (“ASU 2021-10”).

This update requires annual disclosures about transaction with a government

that are accounted for by applying a grant or contribution accounting model by analogy.

Required disclosures include (1) information

about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the

balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line

item, and (3) significant terms and conditions of the transactions, including commitments and contingencies.

ASU 2021-10 is applicable

for fiscal years beginning after December 15, 2021, with early adoption permitted.

The Company has not early adopted and continues to

evaluate the impact of the provisions of ASU 2021-10 on its consolidated financial statement disclosures.

October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers (“ASU 2021-08”).

ASU 2021-08 requires that an acquirer recognize and measure

contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the

Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from

contracts with customers at fair value on the acquisition date.

The ASU is effective for fiscal years beginning after December 15, 2023,

with early adoption permitted.

The ASU is to be applied prospectively to business combinations occurring on or after the effective date

of the amendment.

The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated

financial statements.

This update requires annual disclosures

about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy.

disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions,

(2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each

financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies.

ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted.

The Company adopted the

provisions of this amendment effective July 1, 2022.

There was no significant impact to the consolidated financial statements.

to disclosures within grant income in Note 3.

August 2020, the FASB issued ASU No.

10 unchanged sentences

fiscal years beginning after December 15, 2020.

The Company has not early adopted and continues to evaluate the impact of the provisions

of ASU 2020-06 on its consolidated financial statements.

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU

2019-12”), which is intended to simplify various aspects of the accounting for income taxes.

ASU 2019-12 removes certain exceptions

to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application.

This standard is

effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2020.

Early adoption is permitted.

The Company adopted ASU 2019-12 as of July 1, 2021 and the adoption did not have a material impact on the Company’s consolidated

The Company adopted ASU 2020-06 as of July 1, 2022 and the adoption did not have a material

impact on the Company’s consolidated financial statements.

February 2016, the FASB issued ASU No.

2016-02, Leases (“ASU 2016-02”).

This update requires all leases with a

term greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the

disclosure of key information pertaining to leasing arrangements.

This new guidance is effective for fiscal years beginning after

December 15, 2021, and interim period within fiscal years beginning after December 15, 2022, as amended by ASU 2020-05 with early

adoption permitted.

The Company adopted this standard on July 1, 2022.

The Company notes there was no impact on adoption of ASU

2016-02 as the Company did not have any leases as of July 1, 2022, and, therefore, application of transitional practical expedients

provided by the ASU is not applicable.

ASC Topic 842 – Leases was applied to the two leases entered into during the current

See Note 12 for further information and disclosures relating to the ASC 842 – Leases.

October 2021, the FASB issued ASU No.

2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers (“ASU 2021-08”).

ASU 2021-08 requires that an acquirer recognize and measure

contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the

Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from

contracts with customers at fair value on the acquisition date.

The ASU is effective for fiscal years beginning after December 15, 2023,

with early adoption permitted.

The ASU is to be applied prospectively to business combinations occurring on or after the effective date

of the amendment.

The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated

financial statements.

11 unchanged sentences

for Smaller Reporting Companies (“SRCs”) for fiscal years beginning after December 15, 2022, with early adoption permitted.

The Company has not early adopted the standard and continues to evaluate the impact.

February 2016, the FASB issued ASU No.

2016-02, Leases (“ASU 2016-02”).

This update requires all leases with a term

greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of

key information pertaining to leasing arrangements.

This new guidance is effective for fiscal years beginning after December 15, 2021,

and interim period within fiscal years beginning after December 15, 2022, as amended by ASU 2020-05 with early adoption permitted.

Company has not early adopted the standard and continues to evaluate the impact.

The Company has not early adopted the standard and continues to evaluate the impact of the provisions of ASU 2016-13 on its consolidated financial statements.

Concentration

25 unchanged sentences

respective fair values because of the short-term nature of those instruments.

value option (“FVO”) for convertible notes

Company elected the FVO for recognition of its convertible notes payable upon issuance as permitted under ASC 825, Financial

Instruments .

Under the FVO, the Company recognizes the convertible notes payable at fair value with changes in fair value

recognized in earnings.

The FVO may be applied instrument by instrument, but it is irrevocable.

As a result of applying the FVO,

direct costs and fees related to the convertible notes are recognized in selling, general and administrative expense in the

condensed consolidated statements of operations as incurred and not deferred.

Changes in accrued interest for the notes are

recognized as part of interest expense.

Changes in fair value of the convertible notes are included in the change in fair value of

convertible notes in the condensed consolidated statements of operations.

During the year ended June 30, 2023, the Company converted all of the convertible notes into Common Stock.

SEGMENT REPORTING

ASC Topic 280, Segment Reporting , establishes standards for the manner in which companies report financial information about operating

segments, products, services, geographic areas and major customers.

segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed

by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing

The Company’s CODM is its Chief Executive Officer.

the acquisition of IFP , we conduct our business through two operating segments:

available Intelligent Fingerprinting Products (“IFPG” or “IFPG segment”)

Stage Saliva Glucose Biosensor Platform (“SGBP” or “SGBP segment”)

Company has determined it operates in two operating and reportable segments, as the CODM reviews financial information presented on a

consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating

resources and evaluating financial performance.

Currently, the Company has two products offerings.

The IFPG segment accounted for 100% of the Company’s revenue during the year ended June 30, 2023.

following table sets forth the Company’s revenue and other income by operating and reportable segment, disaggregated into geographic locations based on sales billed from the respective county, for the years ended June

30, 2023 and 2022, respectively.

SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT

Year Ended June 30, 2023

United Kingdom

Total Revenue

No revenue was recognized during the year ended June 30, 2022.

Income (Government Support Income)

Year Ended June 30, 2023

United Kingdom

Total Government Support Income

Year Ended June 30, 2022

United Kingdom

Total Government Support Income

The Company operates in various geographic locations.

The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete

asset information.

The Company’s consolidated assets are not specifically ascribed to its individual reportable segments.

assets used in operations are generally shared across the Company’s operating and reportable segments.

Property and equipment, net and operating lease right-of-use assets, by geographic

location, are summarized as follows:

June 30, 2023

June 30, 2022

United Kingdom

INTELLIGENT FINGERPRINTING LIMITED ACQUISITION

October 4, 2022, INBS acquired 100 % of the outstanding shares of Intelligent Fingerprinting Limited (IFP), a company registered in England

and Wales, pursuant to a Share Exchange Agreement, dated October 4, 2022 (the “Share Exchange Agreement”) by and among IFP,

the holders of all of the issued shares in the capital of IFP (the “IFP Sellers”) and a representative of the IFP Sellers.

IFP owns a portfolio of intellectual property for diagnostic tests and associated technologies, including drug testing through the analysis

of fingerprint sweat.

The acquisition of IFP has expanded the Company’s platform of rapid, non-invasive diagnostic testing technologies.

table below summarizes the fair value of the consideration transferred in the acquisition (pre-Reverse Stock Split basis):

SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION

Purchase consideration

Note receivable settled for business acquisition

Common Stock - 2,963,091 shares @ $ 0.5502 / share

Series C Preferred Stock (base) - 2,363,003 shares @ 3 x $ 0.5502 / share

Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $ 0.5502 / share

Purchase Consideration of Common Stock and Series C Preferred Stock

Total purchase price

to the Share Exchange Agreement, the Company acquired from the IFP Sellers all of the issued and outstanding shares in the capital

stock of IFP, and as consideration therefor, the Company issued and sold to the IFP Sellers upon the closing of the IFP Acquisition

(the “IFP Closing”) an aggregate number of 148,183

(as adjusted for reverse stock split) shares of the Company’s common stock, and (ii) 2,363,003

shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.01

per share (the “Series C Preferred Stock”).

to an additional 1,649,273 shares of Series C Preferred Stock have been reserved for potential future issuance by the Company, consisting

of (i) 500,000 shares of Series C Preferred Stock, that are being held back from the IFP Sellers for one year after the IFP Closing to

secure potential indemnification claims by the Company against the IFP Sellers and (ii) 1,149,273 shares of Series C Preferred Stock

to certain lenders to IFP (the “IFP Lenders”).

Each share of Series C Preferred Stock is convertible into 0.15 shares of

Common Stock (subject to adjustment upon the occurrence of specified events), contingent upon approval by the Company’s stockholders.

contemporaneously with the IFP Closing, the Company entered into an amendment to the bridge facility agreement between the Company and

IFP, dated as of June 16, 2022, pursuant to which, among other things, the $ 504,938 (including accrued interest) loan from the Company

to IFP that will remain outstanding following the date of the IFP Closing until the second anniversary of the date of the IFP Closing

(the “Company-IFP Loan Agreement”).

loan receivable from IFP of $ 504,938 as of October 4, 2022, was treated as a cash consideration in accordance with ASC 805, Business

Combinations (“ASC 805”).

Company entered into various loan agreements in the aggregate amount of $ 1,425,307 (£ 1,254,270 ), including accrued interest, pursuant to which

IFP is the borrower and the Company became a guarantor of IFP’s obligations thereunder (the “IFP Loan Agreements” and,

together with the Company-IFP Loan Agreement, the “Loan Agreements”).

Under the Loan Agreements, the loans thereunder remained

outstanding following the IFP Closing and (x) the loans and certain accrued interest will convert into shares of IFP, which shares of

IFP will be immediately transferred to the Company in exchange for shares of Series C Preferred Stock that are convertible into common

stock (as set forth in the Share Exchange Agreement) following approval of the Company Stockholder Approval Matters (defined below) or

(y) the loans and certain accrued interest will become repayable on the second anniversary of the date of the IFP Closing.

bear interest at 17 % per annum on a compounded basis, increasing to 22 % per annum on a compounded basis with effect from the date that

falls 12 months following the date of the IFP Closing, if the Company Stockholder Approval Matters have not been approved by the Company’s

stockholders by such date.

The “Company Stockholder Approval Matters” means the approval by the Company’s stockholders

of (i) the conversion of the Series C Preferred Stock into common stock and (ii) any amendments to, or adoption of, any option or warrant

plans to give effect to the transactions contemplated under the Share Exchange Agreement.

share of Series C Preferred Stock (other than the IFP Lender Preferred Shares) would automatically convert into common stock upon approval

of the Company’s stockholders of the conversion of Series C Preferred Stock into common stock, and each IFP Lender Preferred Share

would convert into common stock at the option of the applicable holder of such IFP Lender Preferred Shares following approval of the

Company’s stockholders of the conversion of Series C Preferred Stock into common stock.

In the event Company stockholder approval

is not received, the convertible notes and accrued interest would remain outstanding.

The number of shares of common stock into which

the Series C Preferred Stock is convertible is subject to adjustment in the case of any stock dividend, stock split, combinations, or

other similar recapitalization with respect to the common stock.

rights, preferences and privileges of the Series C Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights

and Limitations of Series C Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on

October 4, 2022, as further described below (the “Series C Certificate of Designation”).

Series C Preferred Stock does not have any voting rights (other than as required by law) and does not carry dividends or a liquidation

Each share of Series C Preferred Stock was initially convertible into 3 shares of common stock, subject to adjustment as noted

Following the effectiveness of the 1-for-20 Reverse Stock Split effective on February 9, 2023, each share of Series C Preferred

Stock is convertible into 0.15 shares of common stock.

The loan receivable from IFP of $ 504,938 as of October 4, 2022, was treated as

a cash consideration in accordance with ASC 805.

See Note 14 for further information and disclosures relating to the conversion of the

Series C Preferred Stock.

Company incurred $ 806,397 of equity issuance costs in relation to issuing common and Series C Preferred Stock to acquire IFP.

were recognized as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

May 8, 2023, at a special meeting of the Company’s stockholders (the “Special Meeting”), the last of the remaining

Company Stockholder Approval Matters were approved when the Company’s stockholders approved the full conversion of all Series C

Preferred Stock and an increase in the number of shares authorized for issuance under the 2019 Long Term Incentive Plan (“2019 Plan” or the “Plan”).

Subsequently, effective as of May

10, 2023, all 3,512,277 shares of outstanding Series C Preferred Stock (which included the 1,149,273 Lender Preferred Shares, but not

the 500,000 Closing Holdback Shares (which are not deemed outstanding)) were converted into an aggregate of 526,818 shares of common

500,000 Closing Holdback Shares (consisting of Series C Preferred Stock) are being held back from issuance to the IFP Sellers for one

year after the IFP Closing in order to secure potential indemnification claims by the Company against the IFP Sellers.

These Closing

Holdback Shares, which are not deemed outstanding, are currently convertible into approximately 75,000 shares of common stock (subject

to rounding for fractional shares).

allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is as follows:

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES

Allocation of purchase consideration

Cash and cash equivalents

Other current assets

Property and Equipment

Intangible assets

Total assets acquired

Accounts payable and accrued expenses

( 1,027,302 )

Notes payable

Convertible notes payable

( 1,683,764 )

Total liabilities assumed

( 3,388,203 )

intangible assets of $ 5,463,000 include technology of $ 5,119,000 (which is estimated to have a useful life of 7 years), customer relationships

of $ 252,000 (which are estimated to have a useful life of 3 years), and trade names and trademarks of $ 92,000 (which are estimated to

have an indefinite useful life).

The value assigned to technology was determined using the multi-period excess earnings methodology under

the income approach, the customer relationships was valued using the distributor method under the income approach, and the trade name

and trademarks was valued using the relief from royalty method.

acquisition produced $ 3,803,293 of goodwill, which has been assigned to the IFPG reporting unit.

The goodwill is attributable to a combination

of IFP’s assembled workforce and other product and operating synergies.

Goodwill arising from the IFP Acquisition is not deductible

for tax purposes.

During the year ended June 30, 2023, the full amount of goodwill was impaired.

Refer to Note 3, summary of significant

accounting policies, and Note 10, goodwill and other intangible assets for further information.

Transaction costs, except for the equity issuance costs discussed above, were not material and are included in Selling,

general and administrative expenses on the Company’s consolidated statement of operations.

assets acquired from IFP were remeasured at June 30, 2023 using the applicable spot rate.

the closing date of the IFP Acquisition through June 30, 2023, the Company recognized approximately $ 1,256,872

in revenue and $ 5,131,628

in net loss relating to IFP, which included goodwill impairment of $ 4,158,670 ,

amortization of $ 805,764

for acquired intangible assets and fair value gain on revaluation of convertible notes for $ 1,537,565 .

In addition, the Series C Preferred Stock holdback which has been treated as deferred consideration, was revalued as of June 30,

2023, and resulted in a revaluation gain of $ 616,800 .

Results of Operations

following unaudited pro-forma consolidated results of operations for the year ended June 30, 2023 and 2022, respectively, have been prepared

as if the acquisition of IFP had occurred on July 1, 2021, and includes adjustments for amortization related to the valuation of acquired

SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS

Year Ended June 30, 2023

Year Ended June 30, 2022

( 10,664,555 )

( 11,906,109 )

( 8,333,976 )

( 12,248,340 )

Net loss attributable to Intelligent Bio Solutions Inc.

( 10,631,720 )

( 11,873,274 )

( 8,306,051 )

( 12,220,415 )

Net loss per share, basic and diluted

consist of the following:

SCHEDULE OF INVENTORIES

June 30, 2023

June 30, 2022

Raw material and work-in-progress

Finished goods

provision for inventory obsolescence

Inventory, net

OTHER CURRENT ASSETS

current assets consist of the following:

4 unchanged sentences

Goods and services tax receivable

Deferred charges

Other receivables

June 16, 2022, the Company entered into an agreement with Intelligent Fingerprinting Limited (“IFP”), providing the Company

with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets.

In consideration

for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $ 500,000 , which

is payable by IFP on the earliest of the consummation of an acquisition, 30 days following the termination of exclusivity under the exclusivity

agreement, an event of default under the term loan facility agreement, or December 31, 2022.

This $ 500,000 short term note receivable

bears an interest rate of 2 % per annum above the Sterling Barclays Bank Base Rate from time to time.

of the year ended June 30, 2021, the Company made $ 2,600,000 in prepayments for research and development.

Of the total prepayments, $ 504,000

was recorded as a non-current asset based on the expected outflow of the budgeted research and development costs.

Under the terms of

the R&D agreement with BiosensX North America Inc., dated April 20, 2021, in which LSBD also committed to fund $ 2,600,000 as a direct

50 % shareholder in BiosensX North America Inc., the Company would have the right to apply any differences in contributions between LSBD

and the Company towards any amounts owing between the Company and LSBD, including the exercise price of the option ($ 5,000,000 ) as included

in the Option Agreement dated March 31, 2021 with LSBD (see Note 3).

the year ended June 30, 2022, the Company assessed the current status of the R&D activities and determined that the most likely outcome

of the prepaid R&D contribution would be to be application against the exercise price in the Option Agreement and/or future royalty

payments due for the Glucose Biosensor intellectual property.

As this payment for the license of the Glucose Biosensor intellectual property

occurred prior to regulatory approval and there is no alternative future use, the prepayment of $ 2,600,000 has been expensed as development

and regulatory approval costs in the Consolidated Statements of Operations and Other Comprehensive Loss during the year ended June 30,

PROPERTY AND EQUIPMENT, NET

and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

June 30, 2023

June 30, 2022

Production equipment

Leasehold improvements

Other equipment

Construction in progress (CIP)

Gross property and equipment

accumulated depreciation and amortization

Property and equipment, net

Company recorded an expense of $ 33,769 in relation to the depreciation of property and equipment for the year ended June 30, 2023.

was no depreciation of property and equipment during the year ended June 30, 2022.

the years ended June 30, 2023 and 2022, the Company incurred a cost of $ 509,416 and $ 782,816 , respectively, towards the construction

of a building at the University of Newcastle.

The Australian government reimbursed the Company for 50 % of the incurred costs.

the Company has recorded the CIP as net of reimbursement received as of June 30, 2023 and 2022.

following table summarizes the amount of CIP recorded in property and equipment, net on the consolidated balance sheets:

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS

June 30, 2023

June 30, 2022

Investments in construction in progress

50% contributed under government grant

Gross property and equipment

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Accounts and other payables

on June 30, 2022 the company accrued $ 909,187 of which $ 634,518 relates to development and regulatory approval expenses, legal &

consulting fees $ 136,324 , audit and accounting service fees $ 99,454 , and other general and administrative expenses $ 38,891 .

CONVERTIBLE NOTES PAYABLE

Company’s previously outstanding notes mandatorily converted, at a conversion price equal to 85 % of 50 % of the unit offering price

of the IPO (or $ 7.23 ), for an aggregate of 710,548 shares based on $ 5,133,706 of principal and zero accrued interest outstanding at the

date of conversion.

convertible notes had a contingent Beneficial Conversion Features (“BCF”), with the contingency being the event of IPO.

such, a financing cost of $ 905,948 was recognized as interest expense in the consolidated statements of operations and other comprehensive

loss in relation to this contingent BCF during the year ended June 30, 2021.

Deferred consideration *

* Deferred consideration

relates to the fair value of $ 208,500

in relation to 500,000

Series C Preferred Stock that are being held

back from the IFP Sellers for one year after the IFP Acquisition date to secure potential indemnification claims by the Company against

the IFP Sellers.

See Note 5 for further details of the IFP Acquisition.

GOODWILL AND OTHER INTANGIBLE ASSETS

the year ended June 30, 2023, the Company’s market capitalization significantly declined and recurring

cash burn of the reporting unit and continuous cash support from the parent entity led management to reassess whether an impairment

had occurred considering these qualitative factors.

Management’s evaluation indicated that the goodwill related to its IFPG reporting

unit was potentially impaired.

The Company then performed a quantitative impairment test by calculating the fair value of the reporting

unit and comparing that amount to it’s carrying value.

Significant assumptions inherent in the valuation methodologies include,

but were not limited to prospective financial information, growth rates, terminal value and discount rate.

The Company determined the

fair value of the reporting unit utilizing the discounted cash flow model.

The fair value of the reporting unit was determined to be

less than its carrying value.

The Company recognized an impairment charge of $ 4.2 million in the IFPG segment, which is related to the

goodwill associated with the IFP Acquisition.

changes in the carrying amount of goodwill were as follows:

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

Balance at June 30, 2022

Acquisition of IFP

Effect of foreign currency

( 4,158,670 )

Balance at June 30, 2023

Company did not have any goodwill during the year ended June 30, 2022.

Goodwill resulting from the acquisition of IFP was allocated to

the IFPG operating and reportable segment.

intangible assets

intangible assets consist of the following as of June 30, 2023:

SCHEDULE OF OTHER INTANGIBLE ASSETS

Weighted average useful lives (years)

Acquisition cost

Effect of foreign currency

Accumulated amortization

Carrying value

Customer relationships

Trade names and trademarks

Total intangible assets

Company did not have any other intangible assets during the year ended June 30, 2022.

Intangibles assets recognized from the acquisition

of IFP were allocated to the IFPG operating and reportable segment.

During the quarter ended June 30, 2023, the

Company performed an analysis on the useful life of its technology asset which resulted in increasing the useful life from 5

The consideration evaluated considered the lives of the underlying technology asset which is primarily patents with

expirations ranging from 2026 to 2041 and industry benchmarking using the North American Industry Classification System (NAICS).

Thus, the carrying value of the technology asset as at the end of March 31, 2023, was amortized using the new useful life

prospectively.

related to the amortization of other intangible assets for the year ended June 30, 2023, was $ 850,782 .

There was no amortization of other

intangible assets during the year ended June 30, 2022.

Refer to Note 3, summary of significant accounting policies for further information.

expense for the intangible assets is expected to be as follows over the next five years, and thereafter:

SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

were no impairment charges related to other intangible assets incurred in the periods presented.

a result of the acquisition of IFP, the Company assumed a note payable due to a distributor of IFP.

The unpaid principal balance of the

loan will accrue interest at a rate of 0.97 % per annum.

The balance is offset by:

of 10 % of the Company’s monthly worldwide gross revenue received in the preceding month;

of sales by the company to the distributor.

classification of the notes payable is based on sales forecast prepared by the management.

relation to the IFP Acquisition, the Company assumed a non-cancelable operating lease agreement.

The Company entered into another non-cancelable

operating lease that commenced in May 2023.

The leases have original lease periods expiring from August 2025 to April 2026.

The lease agreements

do not contain any material residual value guarantees or material restrictive covenants.

The Company did not have any lease during the year ended June 30, 2022.

components of operating lease expense are as follows:

SCHEDULE OF FINANCE LEASE EXPENSES

Year Ended June 30,

Amortization of operating lease right-of-use assets

Interest on operating lease liabilities

Total operating lease costs

of June 30, 2023, the weighted average remaining lease-term and discount rate on the Company’s leases were 2.3 years and 13.2 %,

respectively.

reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the consolidated balance sheet as

of June 30, 2023, is as follows:

SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES

Total lease payments

imputed interest

Present value of lease liabilities

SHAREHOLDERS’ EQUITY

of June 30, 2022, 1,401,377 Series A warrant and 52,400 Series B warrants were held by certain shareholders, respectively.

is convertible into 1 share of the Company’s common stock.

January 1, 2022, and September 9, 2021, the Company issued 7,382 and 400 shares, respectively, of common stock as a result of Series

B warrants that were exercised pursuant to the cashless exercise provision offered during the December 2020 IPO (see Note 1) and converted

into common stock.

August 31, 2021, all 1,300,000 Series B Convertible Preferred Stock was converted into common stock.

Each share of Series B Convertible

Preferred Stock was converted into 1 share of the Company’s common stock.

total of 59,800 Series A warrants and 1,400,995 Series B warrants were exercised and converted into common stock during the period from

the initial public offering to June 30, 2022.

total of 1,700,000 Series B Convertible Preferred Stock was also converted into common stock as of June 30, 2021.

Each share of Series

B Convertible Preferred Stock was converted into 1 share of the Company’s common stock.

December 28, 2020, the Company completed its initial public offering.

December 18, 2020, the Company entered into an Exchange Agreement (the “EA”) with LSBD to exchange 3,000,000 shares of its

common stock held by LSBD for 3,000,000 shares of the Company’s Series B Convertible Preferred Stock (“Exchange”).

In addition, the parties to the Exchange Agreement entered into a Registration Rights Agreement (the “RRA”) pursuant to which

the Company agreed to prepare and file within 30 days following the closing of the IPO with the Securities and Exchange Commission a

registration statement to register for resale the shares of Common Stock issuable upon conversion of the Series B Convertible Preferred

If and to the extent the Company fails to, among other things, file such resale registration statement or have it declared effective

as required under the terms of the RRA, the Company will be required to pay to the holder of such registration rights partial liquidated

damages payable in cash in the amount equal to the product of 1.0% multiplied by the aggregate purchase price paid by such holder pursuant

The EA and the RRA contain customary representations, warranties, agreements and, indemnification rights and obligations of

The common stock acquired in the Exchange was immediately retired.

Each share of Series B Convertible Preferred Stock is

convertible into 1 shares of the Company’s common stock, subject to proportional adjustment and beneficial ownership limitations.

In the event of the Company’s liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock will participate

pari passu with any distribution of proceeds to holders of the Company’s common stock.

Holders of Series B Convertible Preferred

Stock are entitled to receive dividends on shares of Series B Preferred equal (on an as converted to common stock basis) to and in the

same form as dividends actually paid on the Company’s common stock.

Shares of Series B Convertible Preferred Stock generally have

no voting rights, except as required by law.

December 14, 2020, the Company agreed to issue to LSBD, in consideration of LSBD’s contribution towards the research and development

of applications other than glucose and COVID-19 applications to a maximum of $ 2 million over a 5 -year period, a 5 -year non-transferable

warrant to purchase 3,000,000 shares of the Company’s common stock at the exercise price of $ 17.00 per share.

As this was a transaction

between entities under common control, the $ 2 million receivable due from LSBD has been recognized as contra-equity.

of June 30, 2023 there were March Warrants (defined below) to purchase 3,270 shares of common stock;

Series A Warrants to purchase 70,068

shares of common stock;

Series B Warrants to purchase 2,620 shares of common stock;

IPO underwriter warrants to purchase 3,177 shares

of common stock;

pre-IPO warrants to purchase 136,834 shares of common stock;

LSBD warrants to purchase 150,000 shares of common stock;

Series D Warrants (defined below) to purchase 26,478 shares of common stock;

Winx Warrants (defined below) to purchase 1,324 shares of

common stock;

and Representative’s Warrants (defined below) to purchase 32,750 shares of common stock, outstanding and held by

certain shareholders.

Each warrant initially represented the right to purchase one share of the Company’s common stock (subject

to adjustment upon the occurrence of specified events).

On May 8, 2023, the Company’s stockholders approved the full conversion of all Series C

Preferred Stock and an increase in the number of shares authorized for issuance under the 2019 Plan.

Subsequently, effective as of May

10, 2023, all 3,512,277 shares of outstanding Series C Preferred Stock (which included the 1,149,273 Lender Preferred Shares, but not

the 500,000 Closing Holdback Shares (which are not deemed outstanding)) were converted into an aggregate of 526,818 shares of common

March 8, 2023, the Company entered into the Underwriting Agreement with Ladenburg Thalmann & Co.

Inc., as representative (the Representative)

of the underwriters named therein, relating to the March 2023 Offering of shares of the Company’s Common Stock (the March Shares)

and warrants to purchase shares of Common Stock (the March Warrants).

Each of the March Shares was sold in combination with an accompanying

one-third Warrant.

The combined purchase price for each March Share and accompanying March Warrant was $ 3.90 and the Underwriters agreed

to purchase 569,560 March Shares and 170,868 March Warrant.

On March 9, 2023, the Representative fully exercised an over-allotment option

under the Underwriting Agreement and purchased an additional 85,430 March Shares and additional March Warrants to purchase 25,629 shares

of Common Stock.

The March 2023 Offering closed on March 10, 2023.

March 2023 Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April

The gross proceeds, before deducting underwriting discounts and commissions and other March 2023 Offering expenses, was approximately

$ 2.55 million.

As part of the Representative’s compensation, the Company issued to the Representative unregistered warrants to

purchase 32,750 shares of common stock, which warrants have an exercise price of $ 4.875 per share (125% of the public offering price

per share and accompanying warrant) and will terminate on March 8, 2028.

The March Warrants have, (i) an exercise price of $ 3.90 per

share of Common Stock, (ii) a cashless exercise option for a net number of shares of Common Stock determined according to the formula

set forth in the March Warrant or (iii) an alternate cashless exercise option (beginning on or after the initial exercise date), to receive

an aggregate number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock that would be

issuable upon a cash exercise and (y)1.00.

Each whole March Warrant entitles the holder thereof to purchase 1 share of Common Stock.

The March Warrants are exercisable upon issuance and will expire on March 10, 2028.

The exercise price and the number of shares of Common

Stock issuable upon exercise of the March Warrants is subject to appropriate adjustments in the event of certain stock dividends and

distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

December 21, 2022, the Company entered into a December 2022 Purchase Agreement with 14 Series D Investors, pursuant to which the Company

agreed to issue and sell to the Series D Investors in the December 2022 Private Placement (i) 176,462 shares of Series D Preferred Stock,

with each share of Series D Preferred Stock convertible into 0.15 shares of Common Stock (subject to adjustment upon the occurrence of

specified events);

and (ii) 529,386 Series D Warrants, with each Series D Warrants representing the right to purchase 0.05 shares of

common stock (subject to adjustment upon the occurrence of specified events).

In addition, 26,469 Winx Warrants were issued to Winx Capital

Pty Ltd., the placement agent for the December 2022 Private Placement, with each Winx Warrant representing the right to purchase 0.05

shares of common stock (subject to adjustment upon the occurrence of specified events).

The Series D Warrants have an exercise price

of $ 5.80 per share (subject to adjustment) and expire June 22, 2028.

The Winx Warrants have an exercise price of $ 10.40 per share (subject

to adjustment) and expire five years following the effective date of a registration statement covering the resale of common stock underlying

the Series D Preferred Stock acquired by the Series D Investors.

The Series D Preferred Stock and Series D Warrants were sold together

as a unit, with each Unit consisting of one share of Series D Preferred Stock and three Series D Warrants.

The purchase price for the

Units was $ 1.25 per Unit.

The Unit offering price and the Series D Warrants exercise price were priced above the Nasdaq “Minimum

Price” as that term is defined in Nasdaq Rule 5635(d)(1).

The shares of Series D Preferred Stock are convertible into an aggregate

of 26,464 shares of Common Stock following shareholder approval of such conversion and without the payment of additional consideration.

The Series D Warrants are exercisable for an aggregate of 26,478 shares of Common Stock and the Winx Warrants are exercisable for an

aggregate of 1,324 shares of Common Stock.

The December 2022 Private Placement closed on December 22, 2022.

October 6, 2022, the Company granted its employees 25,000 shares of Common Stock as compensation.

The Company recorded stock compensation

expense of $ 260,000 in relation to the issuance during the three and six months ended December 31, 2022.

The Company withheld 1,386 shares

for the payment of withholding taxes.

October 4, 2022, the Company issued 148,183 shares of common stock and 2,363,003 shares of Series C Preferred Stock as partial consideration

in connection with the IFP Acquisition.

The Company recognized $ 806,397 of equity issuance costs in relation to this transaction and

recorded them as reduction to additional paid-in capital on the Condensed Consolidated Balance Sheets.

An additional 500,000 shares of

Series C Preferred Stock will be issued by the Company on the one-year anniversary of the IFP Acquisition, pending satisfaction of potential

indemnification claims by the Company against the IFP Sellers.

See Note 5 for further detail of the IFP Acquisition.

FAIR VALUE MEASUREMENTS

detailed in Note 5, the Company assumed convertible notes as a result of the IFP Acquisition and elected to account for the convertible

notes under the FVO.

The Company estimated the fair value of the convertible notes based on the fair value of the maximum shares issuable

upon conversion ( 1,149,273 shares of Series C convertible preferred stock) less one year of estimated interest to be incurred until October

4, 2023, since the number of shares to be issued factors in the interest charges for one year.

The convertible notes subsequently converted

in May 2023 (see Note 13) and therefore remeasured at fair value a final time upon conversion.

Accordingly, the fair value movement related

to the decrease in the share price from the time of acquisition to conversion date.

or decreases in the fair value of the Company’s convertible notes carried at fair value are recognized as part of Other Income

(expenses) in the Condensed Consolidated Statements of Operations.

The interest incurred from the date of acquisition until the conversion

in May 2023, are included as part of Interest expense in the condensed Consolidated Statements of Operations.

None of the changes in the

value of the convertible notes was attributable to instrument specific credit risk.

following table provides a reconciliation of the beginning and ending balance of the convertible note liabilities measured at fair value

on a recurring basis during the period:

SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

Convertible notes carried at fair value (Level 3)

Balance at June 30, 2022

Fair value of convertible notes at acquisition (Note 5)

Fair value gain on revaluation of convertible notes

( 1,537,565 )

Effect of foreign currency

Conversion into Series C Preferred Stock

Balance at June 30, 2023

Company has held back 500,000 Series C Preferred Stock, from the IFP Sellers for one year after the IFP Closing to secure potential indemnification

claims by the Company against the IFP Sellers.

Therefore, the final number of shares to be issued after the one-year measurement period

is contingent on any potential claims and can be variable.

Each share of Series C Preferred Stock is convertible into 0.15 shares of

Common Stock (subject to adjustment upon the occurrence of specified events), contingent upon approval by the Company’s stockholders

of the conversion of Series C Preferred Stock.

These shares are reserved, not issued, or held in Escrow account.

As at June 30, 2023,

the Company accounted for the fair value movement related to the decrease in the share price from the time of acquisition to reporting

See Note 13 for further information and disclosures relating to the conversion of the Series C Preferred Stock.

following table provides a reconciliation of the beginning and ending balance of the holdback Preferred Stock measured at fair value

on a recurring basis during the period:

SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS

Preferred stock carried at fair value (Level 2)

Balance at June 30, 2022

Fair value of holdback Series C Preferred Stock at acquisition (Note 5)

Fair value gain on revaluation of holdback Series C Preferred Stock

Balance at June 30, 2023

Company did not have assets or liabilities carried at fair value using Level 1 inputs during years ended June 30, 2023 and 2022.

RELATED-PARTY TRANSACTIONS

Company completed certain financing transactions with, LSBD as described in Note 7.

to, and purchases from, related parties are made at normal market prices and on normal commercial terms.

The following transactions occurred

with LSBD during the period July 1, 2021, to June 30, 2022 (FY 2021:

July 1, 2020 to June 30, 2021):

Company incurred a total of $ 0 (FY 2021:

$ 523,767 ) towards the services in connection with development and regulatory approval pathway

for the technology, including payments made or expenses incurred on behalf of the Company.

Fiscal year 2021 includes a fee of $ 500,000 that was

paid to acquire an option and has been recognized as an expense within development and regulatory approval expenses.

On March 31, 2021,

GBS entered into an Option Agreement with LSBD to provide GBS the option to acquire an exclusive license for LSBD’s intellectual

For further details, refer to Note 4.

Company incurred a total of $ 145,733 (FY 2021:

$ 212,032 ) towards overhead cost reimbursement which includes salaries, rents and other

related overheads directly attributable to the Company which are included in general and administration expenses.

to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial

The following transactions occurred with LSBD during the years ended June 30, 2023 and 2022.

Company incurred a total cost of $ nil during the year ended June 30, 2023 (year ended June 30, 2022:

$ 145,733 ), towards overhead cost

reimbursement which includes salaries, rents and other related overheads directly attributable to the Company which are included in general

and administration expenses in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss.

the year ended June 30, 2022, the Company contributed a total of $ 2,600,000 towards budgeted development and commercialization costs

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Food & Drug Administration.

For further details, refer to Note

of June 30, 2023, $ 8,714 (June 30, 2022:

$ 9,054 ) remains payable to LSBD in relation to overhead reimbursements detailed above.

INVESTMENT IN AFFILIATE

May 29, 2020, LSBD, issued 14,000,000 common shares of BiosensX (North America) Inc.

to the Company at par value of $ 0.001 per share.

This transaction provided the Company with a 50 % interest in BiosensX (North America) Inc., the holder of the technology license for

the North America region.

investment in BiosensX (North America) Inc.

is accounted for by use of the equity method in accordance with ASC 323, Investments -

Equity Method and Joint Ventures .

the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares

to the Company was deemed to be a common control transaction.

As a result of the share transfer, the Company has significant influence

over BiosensX (North America) Inc.

the year ended June 30, 2022, LSBD sold all its shares in GBS.

GBS determined whether it has a controlling financial interest in BiosensX

(North America) Inc.

by first evaluating whether the entity is a voting interest entity or a VIE under GAAP.

Voting interest entities

are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides

the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about

the entity’s activities.

The Company consolidates voting interest entities in which it has all, or at least a majority of, the

voting interests.

As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a

voting interest entity.

A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities

of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive

benefits that could potentially be significant to the VIE.

The enterprise with a controlling financial interest, known as the primary

beneficiary, consolidates the VIE.

We concluded that GBS does not have a controlling financial interest in BiosensX (North America) Inc.,

hence it continues to recognize its investments in BiosensX (North America) Inc.

using the equity method.

following table summarizes the amount recorded in the consolidated financial statements:

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2022

June 30, 2021

Investment value

Loss from the affiliate

Carrying amount

CONSTRUCTION IN PROGRESS

the period ending June 30, 2022, the Company incurred costs of $ 782,816

towards the construction of a building at the University of Newcastle.

The Australian government reimbursed the Company 50 %

of the incurred costs.

Therefore, the Company deducted the total cost incurred by the amount of grant proceeds received to arrive at

the carrying amount of CIP as of June 30, 2022.

following table summarizes the amount of CIP recorded in the Consolidated Balance Sheets:

OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS

June 30, 2022

June 30, 2021

Investments in construction in progress

50 % contributed under government grant

Carrying amount

2022 Private Placement

Approximately

15.10 % of funds raised in the December 2022 Private Placement were secured from Spiro Sakiris, our Chief Financial Officer (indirectly),

and Manuel Kostandas, our Director of Global Integration, respectively.

Sakiris indirectly invested $ 19,991 in the December 2022

Private Placement and Mr.

Kostandas invested $ 13,327 in the December 2022 Private Placement.

COMMITMENTS AND CONTINGENCIES

January 21, 2021, the Company entered into a sponsored research agreement with Johns Hopkins Bloomberg School of Public Health to accelerate

the development of next-generation saliva-based diagnostic tests.

The Company is collaborating with the Bloomberg School of Public Health

to optimize the collection of saliva and monitoring of diverse biomarkers across a number of modalities including clinical chemistry

and infectious diseases.

Johns Hopkins intend to utilize biosensor products to conduct in-field epidemiological studies.

agreed to pay Johns Hopkins a total amount of $ 423,589 as a part of this sponsored research agreement of which $ 0 remains payable as

of June 30, 2022.

February 2021 the Company signed a deed of confirmation and variation with the University of Newcastle for the research and development

of the Saliva Glucose Biosensor and the SARS-CoV-2 Antibody Biosensor.

The Company agreed to pay the University of Newcastle $ 2,054,880

of which $ 517,502 remains payable as of June 30, 2022.

Company has no material future minimum lease commitments or purchase commitments.

September 2022, the Company entered into a purchase agreement of $ 528,431 with Grafisk Maskinfabrik A/S for a printing machine for the

construction of a factory at the University of Newcastle.

The Company made an advance payment of $ 105,656 .

As per the terms of the contract,

the Company owes $ 422,625 towards the progress payments which remain payable as of June 30, 2023.

November 2022, the Company signed a deed of variation with the University of Newcastle for the research and development of the Saliva

Glucose Biosensor.

The Company agreed to pay the University of Newcastle $ 847,021 , of which $ 847,021 remains payable as of June 30, 2023.

Company has no material purchase commitments.

For commitments under non-cancellable leases, refer to Note 12.

time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business.

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inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company.

compute income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes .

Under the asset

and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting

and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws.

We provide a valuation allowance

for deferred tax assets that, based on available evidence, are more likely than not to be realized.

Realization of our net operating

loss carry forward was not reasonably assured as of June 30, 2022 and 2021, and we have recorded a valuation allowance of $ 6,064,025

and $ 5,946,731 , respectively, against deferred tax assets in excess of deferred tax liabilities.

The Company computes income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income

Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between

the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws.

provides a valuation allowance for deferred tax assets that, based on available evidence, are more likely than not to be realized.

of our net operating loss carryforward was not reasonably assured as of June 30, 2023 and 2022, and we have recorded a valuation allowance

of $9,530,704 and $6,064,025, respectively, against deferred tax assets in excess of deferred tax liabilities.

components of net deferred taxes are as follows:

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Employee benefits

Inventory adjustments

Foreign exchange

Total deferred tax assets, net

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Different tax rate of subsidiary

State taxes, net of federal benefit

Permanent differences

Benefit of federal operating loss carryforwards

Tax benefit on carry forward losses of acquired business

( 3,289,886 )

Cumulative adjustment to deferred taxes

2 unchanged sentences

( 3,466,679 )

of June 30, 2022, and 2021, we had federal and foreign income tax net operating loss carry forwards of approximately $ 27,310,563

and $ 19,291,293 , respectively, which expire at various dates ranging from 2038 through unlimited expiration .

of June 30, 2023, and 2022, the Company had federal and foreign income tax net operating loss carryforwards of approximately $ 44,492,527 and $ 27,310,563 ,

respectively, which expire at various dates ranging from 2038 through unlimited expiration.

LOSS PER SHARE

4 unchanged sentences

or converted into common stock.

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

Year Ended June 30,

Net loss attributable to GBS Inc.

$ ( 8,306,051 )

$ ( 7,037,286 )

Basic and diluted net loss per share attributed to common shareholders

Weighted-average number of shares outstanding

following outstanding warrants, options and preferred shares were excluded from the computation of diluted net loss per share for the

2 unchanged sentences

Year Ended June 30,

Warrants - Common stock (March 23 public raise)

Warrants - Series A

Warrants - Series B

Warrants issued to underwriters

Private placement warrants (Dec 2022)

Warrants issued to Winx Capital Pty Ltd

Warrants issued to underwriters (IPO)

Warrants issued to underwriters (March 23 public raise)

Pre IPO warrants

Warrants issued to parent entity

Preferred stock - Series B

Anti-dilutive securities

Warrants issued to LSBD

Anti-dilutive

SUBSEQUENT EVENTS

The Company filed a registration statement (Form S-8) on August 5, 2022, for the registration of 500,000 shares of the Company’s

common stock at $ 0.001 par value per share, issuable pursuant to the GBS Inc.

2019 Long Term Incentive Plan.

However, the Company has

not issued these shares to its employees and directors as of the date of filing these accounts.

Administrator of LSBD (the Licensor of our SGT and COV2T products), pursuant to a creditors meeting held on July 21, 2023, sent notice

to the creditors on July 24, 2023, stating that LSBD has appointed a liquidator on July 21, 2023.

Our understanding is that the ownership

of the intellectual property rights licensed by us reverts to the University of Newcastle.

Accordingly, the Company plans to discuss

the future licensing of the SGT products with the University of Newcastle.

As of the date of this report, our understanding is the Intellectual

property rights have not reverted back to University of Newcastle.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures