What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-15 compared with 2024-09-18 · 1266 added, 1210 removed, 1079 unchanged (70% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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 of June 30, 2024.

The term “disclosure controls and procedures,” as defined

in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, as amended (the “Exchange Act”), means controls and other

procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files

or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely

decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the

cost-benefit relationship of possible 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 of June 30, 2025.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act, as amended (the “Exchange Act”), means controls and other procedures of a company that

are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls

and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a

company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management,

including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer

1 unchanged sentence

over financial reporting discussed below.

Notwithstanding

this conclusion, 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.

Notwithstanding this conclusion, 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.

Report on Internal Control Over Financial Reporting

34 unchanged sentences

described below.

a result of the assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, management

identified material weaknesses in control environment, risk assessment, control activities, information and communication and

Specifically, the material weaknesses identified relate 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

formally documenting policies and procedures with respect to 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) we 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.

its assessment of the effectiveness of internal control over financial reporting as of June 30, 2025, management identified material

weaknesses in control environment, risk assessment, control activities, information and communication and monitoring.

Specifically, the

material weaknesses identified relate 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 formally documenting policies and procedures

with respect to 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) we 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

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

Since our initial public offering (“IPO”), which we completed in December 2020, we made the following enhancements and continue to make progress to enhance our control environment:

We made the following enhancements and continue to make progress to enhance our control environment:

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

1 unchanged sentence

lines to provide additional review over our disclosures.

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

significant accounts and transactions and our financial statement disclosures;

We have also commenced the implementation of the new accounting system which

aids in reducing these control deficiencies;

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

accounts and transactions and our financial statement disclosures;

We engage independent experts when complex transactions are entered into;

3 unchanged sentences

completeness and accuracy procedures);

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.

We completed the implementation of new accounting system for Intelligent Bio Solutions Inc.

and Intelligent Bio Solutions APAC that will

enhance our internal controls by improving efficiency, accuracy, and reliability in financial reporting and data management.

Additionally,

we have also commenced implementing new accounting system for our subsidiary Intelligent Fingerprinting Limited and have planned to complete

it by the third quarter of fiscal 2026.

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 an appropriate assignment of authority, responsibility and accountability to enable remediation

of our material weakness.

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

1 unchanged sentence

in Internal Control Over Financial Reporting

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.

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.

Limitation on the Effectiveness of Internal Controls

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.

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.

the three-months ended June 30, 2024, none of the Company’s directors or executive officers has adopted or terminated

a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K under the Securities

Exchange Act of 1934, as amended).

the three-months ended June 30, 2025, none of the Company’s directors or executive officers has adopted or terminated a “Rule

10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K

under the Securities Exchange Act of 1934, as amended).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

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.

are no family relationships among any of our directors or executive officers.

The current number of directors

on our Board of Directors (the “Board”) is four.

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.

family relationships among any of our directors or executive officers.

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

with the Company

Former Interim Chief Executive Officer (October 29, 2021 – October 26, 2022)

As of September 16, 2024

Boyages MB BS PhD

Position(s) with the Company

Director Since

Steven Boyages*

Chairman of the Board

(Nominating and Corporate Governance

Committee Chair)

Former Interim Chief Executive Officer (October

29, 2021 – October 26, 2022)

Director, (Compensation Committee Chair)

Jason Isenberg*

Nicola Fraser*

Director, (Audit Committee Chair)

+ As of August 12, 2025

Boyages MB MS BS PhD

Steven Boyages, 68, is a practicing clinician in diabetes and endocrinology with more than 30 years’ experience in medicine, including

59 unchanged sentences

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 licenses.

Hurd is also a Certified Anti-Money Laundering Specialist (CAMS) and holds the Series 7, 14, 24, 27, 53, 57, 63, 79 and 99 licenses as well as his NYS Life and Health Insurance licenses.

We believe Mr.

2 unchanged sentences

and his widespread relationships in the financial industry.

Isenberg, 51, 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.

Isenberg, 52, 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 $1,000,000,000.

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.

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

to his substantial experience in investments and corporate transactions.

Fraser, age 49, has been a member of our Board of Directors since June 7, 2024, and chairs the Company’s Audit Committee.

Fraser is currently the Managing Partner of NextKey Services LLC (“NextKey”), a financial consulting company she co-founded in 2019 that

advises high-growth companies on strategic financial matters.

is currently the Managing Partner of NextKey Services LLC (“NextKey”), a financial consulting company she co-founded in 2019

that advises high-growth companies on strategic financial matters.

From 2015 to 2018, prior to founding NextKey, Ms.

1 unchanged sentence

Executive Director – Finance, Regulatory Capital at JP Morgan Chase.

While at JP Morgan Chase and in her previous senior

executive positions at Fannie Mae and Deloitte, she led significant financial transformations and regulatory compliance initiatives.

Fraser is an active CPA, licensed in Texas, and holds an AICPA Chartered Global Management Accountant (CGMA) designation.

Fraser is well qualified to serve on our Board of Directors due to her substantial experience in financial reporting and

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.ibs.inc, including our Code of Ethics (“Code of Ethics”) and the charters for our Audit, Compensation

and Nominating and Corporate Governance 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 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.

While at JP Morgan Chase and in her previous senior executive

positions at Fannie Mae and Deloitte, she led significant financial transformations and regulatory compliance initiatives.

is an active CPA, licensed in Texas, and holds an AICPA Chartered Global Management Accountant (CGMA) designation.

We believe Ms.

is well qualified to serve on our Board of Directors due to her substantial experience in financial reporting and understanding of compliance

and the audit process.

We set high standards for

the Company’s employees, officers, and directors.

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

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.ibs.inc,

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

Governance 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 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 contained on or accessible through our website is not incorporated by reference in,

or considered part of this report.

of the Board of Directors

Board of Directors has determined that each of our directors is an independent director (as currently defined in Rule 5605(a) of the

NASDAQ listing rules).

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.

Certain Relationships and Related Transactions, and Director Independence.

All our directors are independent.

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.

Our Board of Directors has

determined that each of our directors is an independent director (as currently defined in Rule 5605(a) of the Nasdaq listing rules).

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.

See “Item 13.

Certain Relationships and Related Transactions, and Director

Independence.”

our directors are independent.

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.

Leadership Structure and Role in Risk Oversight

11 unchanged sentences

the day-to-day management direction of the Company, serving as a leader to the management team, and formulating corporate strategy.

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,

including with regard to cybersecurity.

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.

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, including with regard

to cybersecurity.

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.

addition, we expect that committees will assist the Board of Directors in fulfilling its oversight responsibilities regarding risk.

14 unchanged sentences

(Chairperson)

Christopher Towers was a member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance

Committee prior to his resignation effective on June 7, 2024.

Lawrence Fisher was a member of Audit Committee and Compensation

Committee at the time of his passing on June 5, 2024.

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.

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 contained on or accessible through our website is not incorporated

by reference in, or considered part of this report.

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

4 unchanged sentences

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;

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 Annual Report on Form 10-K;

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

14 unchanged sentences

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

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

We have established a Compensation

Committee of the Board of Directors that consists of Mr.

Isenberg and Mr.

Boyages, 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:

Boyages, 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:

and approving on an annual basis the corporate goals and objectives relevant to our principal executive officer’s compensation,

9 unchanged sentences

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

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.

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

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

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.

and Corporate Governance Committee

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

Isenberg each of whom is an independent director under the NASDAQ Stock Market listing standards applicable to nominating and corporate

governance committees.

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

operations and all obligations to the Company and its stockholders.

We have established a Nominating

and Corporate Governance Committee of the Board of Directors that consists of Mr.

Isenberg each of whom is an

independent director under the Nasdaq Stock Market listing standards applicable to nominating and corporate governance committees.

Nominating and Corporate Governance 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 and Corporate Governance

Committee also recommends and implements policies and procedures intended to assist the Board operations and all obligations to the Company

and its stockholders.

for Selecting Director Nominees:

14 unchanged sentences

and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons.

Nominating and Corporate Governance Committee will consider nominees for the Board recommended by stockholders in accordance with

the Company’s Bylaws.

Nominating and Corporate Governance 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 and Corporate Governance

5 unchanged sentences

of Business Conduct and Ethics

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.

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 contained on or accessible through our website is not incorporated by reference in, or considered part

of this report.

Trading Policy

7 unchanged sentences

without our prior approval.

copy of the Intelligent Bio Solutions, Inc.

Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on form 10-K.

A copy of the Intelligent Bio Solutions, Inc.

Insider Trading Policy is

filed as Exhibit 19.1 to this Annual Report on form 10-K.

Section 16(a) Reports

4 unchanged sentences

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, 2024, all Section 16(a) filing requirements applicable to its officers, directors and greater than

ten percent beneficial owners were complied with, other than the inadvertent late filings by Nicola Fraser of one report (a Form 3) reporting

no transactions.

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

16, 2024, are set forth below.

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, 2025, all Section 16(a) filing requirements

applicable to its officers, directors and greater than ten percent beneficial owners were complied.

The names of our executive

officers, their ages, their positions with the Company, and other biographical information as of August 12, 2025, are set forth below.

2022- Present

23 unchanged sentences

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

Spiro Sakiris, 62, 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.

Spiro Sakiris, 63, has served as our Chief

Financial Officer since April 2019.

He is a member of the Institute of Chartered Accounts of Australia & New Zealand, and a holder

of a Diploma in Law from the Legal Practitioners Admissions Board from New South Wales Australia.

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 2017, Mr.

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 practice.

During his 33 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 US 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.

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 practice.

his past 42 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 in the United States and Australia, business risks identification and management

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

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

in the United States and a registered Tax Agent in Australia.

EXECUTIVE COMPENSATION

5 unchanged sentences

was not serving as an executive officer of the Company at the end of the fiscal year ended June 30, 2025 (the “Named Executive

and principal position

Name and principal position

other Compensation

Executive Officer and President

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, 2024, of 0.6556 US dollars for each Australian dollar

(the “Average Rate”).

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

– Stock Compensation .

an annual automobile allowance of $15,735.

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

Harry Simeonidis

Chief Executive Officer & President

Spiro Sakiris

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, 2025, of 0.6482 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 $56,945, made under 2019 Long Term Incentive Plan.

Includes an annual automobile allowance of $15,558.

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

Simeonidis, and Mr.

Sakiris, at the applicable rate of 12% (11.5% during the fiscal year 2025).

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

an annual automobile allowance of $16,162.

an annual automobile allowance of $10,927.

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

an annual automobile allowance of $13,468.

Includes an annual automobile allowance of $15,735.

Represents stock compensation of $49,115, made under 2019 Long Term Incentive Plan.

Includes an annual automobile allowance of $12,965.

Includes an annual automobile allowance of $10,927.

Equity Awards at Fiscal Year End

2 unchanged sentences

and Related Agreements

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 0.6624 US dollars for each Australian dollar

at fiscal year ended June 30, 2024 (the “Spot Rate”), which differs from the Average Exchange Rate used in the summary compensation

table for disclosures regarding past compensation.

the fiscal year ended June 30, 2019, we, through our 99% owned subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd (“IBS (APAC)”),

entered into an employment agreement with each of Messrs.

Simeonidis and Sakiris.

Simeonidis’ and Mr.

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

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

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

On July 23, 2024, subsequent to the recommendation and approval of the Compensation Committee, the Board approved

increasing the annual base salary for Mr.

Simeonidis to $370,944

per year and increasing the annual base salary for Mr.

Sakiris to $271,584 per year.

increases were effective April 1, 2024.

addition, Mr.

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 0.6550 US dollars for each Australian dollar at fiscal year ended June 30, 2025 (the “Spot Rate”),

which differs from the Average Exchange Rate used in the summary compensation table for disclosures regarding past compensation.

● On June 30, 2025, the Board, upon the recommendation of the Compensation

Committee of the Board, approved certain amendments (collectively, the “Amendments”) to the Employment Agreements, each dated

June 27, 2022, between Intelligent Bio Solutions (APAC) Pty Ltd, a subsidiary of the Company, and each of Harry Simeondis, the Company’s

President and Chief Executive Officer (the “Simeondis Employment Agreement”), and Spiro Sakiris, the Company’s Chief

Financial Officer (the “Sakiris Employment Agreement”).

The amendment to the Simeondis Employment Agreement (the “Simeondis

Amendment”) and the amendment to the Sakiris Employment Agreement (the “Sakiris Amendment”) were each executed and became

effective as of June 30, 2025.

Amendments modified the terms of each Employment Agreement to, among other things:

the restricted period applicable to post-employment non-compete obligations, providing for

a tiered structure ranging from twenty-four (24) months down to one (1) month depending on

enforceability;

(ii) expand the scope of non-compete restrictions to prohibit direct or indirect

involvement with any competing entity during the restricted period and within the restricted

and (iii) enhance severance benefits to provide that in the event of a termination

of employment by the Company without cause, the affected employee will be entitled to (a)

a cash payment equal to 100% of the potential bonus, irrespective of individual or Company

performance, payable at the same time as bonuses to similarly situated employees, and (b)

immediate full vesting of all outstanding equity awards, including unvested restricted stock,

as of the termination date, subject to applicable tax withholdings.

If such a termination

occurs in connection with or following a Change in Control (as defined below) and without

cause, the employee will also receive (i) a cash payment equal to two times the employee’s

annual base salary, and (ii) an additional cash payment equal to 100% of the potential bonus,

both subject to applicable tax withholdings.

A “Change in Control” is defined

(i) the acquisition of more than 20% of the Company’s voting stock by a

person or group;

(ii) certain mergers or consolidations resulting in a change in voting power;

(iii) the sale or disposition of all or substantially all of the Company’s assets;

or (iv) changes in the majority composition of the Board, subject to specified exceptions.

An increase in stock ownership resulting from the Company’s purchasing of its own stock

is excluded from the definition of Change in Control.

● On June 30, 2025, the Board, upon the recommendation of the Compensation

Committee, also increased Mr.

Simeondis’s annual base salary from USD$366,800 to USD$379,900, and increased Mr.

annual base salary from USD$268,550 to USD$281,650 (based on the Spot Rate).

In addition, Mr.

Sakiris and 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 objectives or as otherwise determined by the Company.

also make certain contributions that are mandatory in Australia to a retirement fund for each of 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 objectives or as otherwise determined

by the Company.

We also make certain contributions

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

Sakiris and Mr.

known in Australia as a superannuation fund, currently at the rate of 11.5% (was 11% during fiscal year ended June 30, 2024).

provide an annual car allowance of $15,898 and $13,248 to Mr.

Simeonidis, known in Australia as a superannuation

fund, currently at the rate of 12% (was 11.5% during fiscal year ended June 30, 2025).

We also provide an annual car allowance of $15,720

and $13,100 to Mr.

Simeonidis and Mr.

2 unchanged sentences

Simeonidis employment agreements is terminable on six months’ notice either by our subsidiary or by the

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.

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.

of the above-described employment agreements contain provisions protecting the Company’s confidential information and intellectual

6 unchanged sentences

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, which is currently 11.5% (was 11% during fiscal year ended June 30, 2024) of each such employee’s

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.

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 12% (was 11.5% during

fiscal year ended June 30, 2025) of each such employee’s salary.

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

Long Term Incentive Plan (“2019 Plan” or the “Plan”)

2 unchanged sentences

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.

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

The various types of

1 unchanged sentence

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

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 2,084 to 6,250 shares.

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

2,084 to 6,250 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 6,250 to 10,417 shares.

On December 13, 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 10,417 to 133,334.

On May 8, 2025, the stockholders of the Company approved an amendment 2019

Plan increasing the aggregate number of shares available for issuance under the 2019 Plan from 6,250 to 10,417 shares.

Unless otherwise noted, all share

amounts have been adjusted to reflect the 1-for-12 reverse stock split effected on January 26, 2024, and a 1-for-20 reverse stock split

effected on February 9, 2023.

share amounts above have been adjusted to reflect the decreased number of shares resulting from a 1-for-12 reverse stock split effected

on January 26, 2024, and a 1-for-20 reverse stock split effected on February 9, 2023.

Plan increasing the aggregate number of shares available for issuance under the 2019 Plan from 133,334 to 1,300,000 shares and increased

the limit on the maximum number of shares underlying awards to any non-employee director in any year to 50,000 shares in any year.

Administration

5 unchanged sentences

Subject to the 2019 Plan

aggregate of 133,334 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.

An aggregate of 1,300,000 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.

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

3 unchanged sentences

of shares reserved for issuance under the plan.

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, 2024, approximately

45 individuals are eligible to participate in 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.

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

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, 2025, approximately 50 individuals are eligible to participate in 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.

43 unchanged sentences

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.

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.

Restricted stock units are the

right to receive at a future date shares 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 .

42 unchanged sentences

Authorized for Issuance Under Equity Compensation Plans

Compensation Plan Information

of June 30, 2024

Equity Compensation Plan Information

As of June 30, 2025

available for

securities to be

future issuance

Weighted average

exercise price of

plans (excluding

options, warrants

compensation plans approved by security holders

compensation plans not approved by security holders

options, warrants

shares reflected in

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

remaining available for issuance under the 2019 Plan.

1 unchanged sentence

June 30, 2025.

Includes a director’s fees of $40,909 and a superannuation contribution of $4,091.

Fisher passed away on June 5, 2024.

Jenkins term on the Board of Directors ended on December 15, 2023.

Towers resigned from the Board of Directors effective June 7, 2024.

Fraser was appointed to the Board of Directors on June 7, 2024.

Fees earned in cash

All other compensation

Steven Boyages (1)

Jason Isenberg

Nicola Fraser

Includes a director’s fee of $54,933 and a superannuation contribution of $6,317.

Director Compensation Arrangements

to April 1, 2024:

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.

Prior to April 1, 2025:

Our non-employee directors are

entitled to receive cash fees of $40,000 (additional $20,000 for the Chairman of the Board, additional $15,000 Financial Expert/Chair

of the Audit Committee and Nominating and Corporate Governance Committee, an additional $5,000 for the Chair of the Compensation Committee,

and additional $5,000 for the member of each committees unless he/she is the chairperson of a committee) per year of service on our Board

of Directors.

April 1, 2025:

non-employee directors are entitled to receive cash fees of $40,000 (additional $20,000 for the Chairman of the Board, additional

$15,000 Financial Expert/Chair of the Audit Committee and Nominating and Corporate Governance Committee, an additional $5,000 for

the Chair of the Compensation Committee, and additional $5,000 for the member of each committees unless he/she is the chairperson of a committee) per year of service on our Board of Directors.

non-employee directors are entitled to receive cash fees of $40,000 for service on the board and additional compensation for committee

membership, which is the highest component of one from either (a) or (b) below:

(a) Additional

annual cash Fees for Chair Service of Committees:

of the Board:

of the Audit Committee:

of the Compensation Committee:

of the Nominating and Corporate Governance Committee:

(b) Additional

annual cash Fees for Committee Membership:

of the Audit Committee:

of the Compensation Committee:

of the Nominating and Corporate Governance Committee:

adopted the Intelligent Bio Solutions, Inc.

11 unchanged sentences

of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not grant equity awards in anticipation of the release of material nonpublic information and do not time the public release of such

information based on award grant dates.

During the last completed fiscal year, we have not made awards to any named executive officer

during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or

Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information

for the purpose of affecting the value of executive compensation.

We do no t grant stock options, stock appreciation rights, or option-like instruments (collectively, “Option-Like Awards”) in anticipation of the release of material nonpublic information and we do not time the public release of such information based on the grant dates of Option-Like Awards.

During the last completed fiscal year, we have not awarded Option-Like Awards to any named executive officer during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have no t timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

following table sets forth certain information regarding the ownership of our common stock as of September 16, 2024 by:

director and nominee for director;

following table sets forth certain information regarding the ownership of our common stock as of August 12, 2025 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;

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

(iii) all executive officers and

directors of the Company as a group;

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

3 unchanged sentences

to the shares indicated as beneficially owned.

percentages are based on 4,249,782 shares of our common stock outstanding on September 16, 2024.

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 16, 2024.

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

of Beneficial Owner

of Common Stock Beneficially Owned

officers and directors:

Applicable percentages are

based on 8,979,152 shares of our common stock outstanding on August 12, 2025.

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 12, 2025.

otherwise indicated, the people 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., 135 West, 41 ST Street, 5 th Floor, New York, NY 10036.

Name of Beneficial Owner

Shares of Common Stock Beneficially Owned

Percent of Common Stock Beneficially Owned

Executive officers and directors:

Steven Boyages 1

Executive Officers and Directors as a group (6 persons)

Jason Isenberg

Nicola Fraser

Spiro Sakiris 3

Harry Simeonidis 4

All Executive Officers and Directors as a group (6 persons)

5% Stockholder

Alyeska Master Fund, LP 5

of 313 shares of common stock.

of 63 shares of common stock.

of (i) 19,259 shares of common stock, of which 315 are held directly by Mr.

Sakiris and 18,944 shares are held indirectly by Anest

Holdings Pty Ltd (“Anest Holdings”);

(ii) currently exercisable Series A Warrants held by Anest Holdings to purchase

7 shares of common stock;

(iii) currently exercisable 112,727 series E warrants convertible to 9,394 shares of common stock and iv)

currently exercisable Series D warrants held by Anest Holdings to purchase 200 Shares of common stock.

Anest Holdings is the trustee

of ATF S&T Sakiris Superannuation Fund, of which Mr.

Less than 1%.

Consists of 313 shares of common stock.

Consists of 63 shares of common stock.

Consists of (i) 53,930 shares of common stock, of which 34,815 are held directly by Mr.

Sakiris and 19,115 shares are held indirectly by Anest Holdings Pty Ltd (“Anest Holdings”);

(ii) currently exercisable Series A Warrants held by Anest Holdings to purchase 7 shares of common stock;

(iii) currently exercisable Series E Warrants convertible to 9,394 shares of common stock and (iv) currently exercisable Series D Warrants held by Anest Holdings to purchase 200 Shares of common stock.

Anest Holdings is the trustee of ATF S&T Sakiris Superannuation Fund, of which Mr.

Sakiris is a director.

of 349 shares of common stock.

of 206,199 shares directly held by Alyeska Master Fund, LP (“Alyeska”) and 222,910

shares underlying Pre-Funded Warrants currently exercisable within 60 days.

include 439,560 shares underlying H-1 Warrants and 439,560 shares underlying H-2 Warrants

held by Alyeska that are not currently deemed to be exercisable within 60 days.

Alyeska Investment

Group, L.P., the investment manager of Alyeska, has voting and investment control of the

shares held by Alyeska.

Anand Parekh is the Chief Executive Officer of Alyeska Investment

and may be deemed to be the beneficial owner of such shares.

Parekh, however,

disclaims any beneficial ownership of the shares held by the Selling Stockholder.

The registered

address of Alyeska Master Fund, L.P.

is at c/o Maples Corporate Services Limited, P.O.

309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands.

Alyeska Investment Group, L.P.

Consists of 40,408 shares of common stock.

Amount based on information provided in the Schedule

13G jointly filed on November 14, 2024, by Alyeska Investment Group, L.P.

(“Alyeska Group”), Alyeska Fund GP, LLC (“Alyeska

Fund GP”) and Anand Parekh (“Parekh,” and together with Alyeska Group and Alyeska Fund GP, the “13G Filers”)

and other information provided by the 13G Filers to the Company, including with regard to Alyeska Master Fund, LP (“Alyeska Fund,”

and together with the13G Filers, the “Reporting Persons”) or otherwise known to the Company.

The reported amount consists

of 673,492 shares held by Reporting Persons and 248,333 shares underlying

warrants held by the Reporting Persons that are exercisable within 60 days of August 12, 2025, and fall within a 9.99% beneficial ownership

The amount does not include (i) 793,697 shares underlying additional warrants held by the Reporting Persons that are exercisable

within 60 days of August 12, 2025, but are subject to a 9.99% beneficial ownership limitation, and (ii) 879,120 shares underlying additional warrants held by the Reporting Persons that are not currently exercisable.

The 9.99% beneficial ownership limitation

restricts the Reporting Persons from exercising that portion of such warrants that would result in the Reporting Persons and their affiliates

from owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation.

Alyeska Group, the investment

manager of Alyeska Fund, has voting and investment control of the shares held by Alyeska Fund.

Anand Parekh is the Chief Executive Officer

of Alyeska Group and may be deemed to be the beneficial owner of such shares.

Parekh, however, disclaims any beneficial ownership

of the shares held by Alyeska Fund.

The registered address of Alyeska Master Fund, L.P.

is at c/o Maples

Corporate Services Limited, P.O.

Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands.

Investment Group, L.P.

is located at 77 W.

Wacker, Suite 700, Chicago IL 60601.

warrants held by Alyeska are subject to a beneficial ownership limitation of 9.99%, which

limitation restricts Alyeska from exercising that portion of such warrants that would result

in Alyeska and its affiliates owning, after exercise, a number of shares of common stock

in excess of the beneficial ownership limitation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

of the Board of Directors

Our Board of Directors has determined that each of our directors is an independent director (as currently defined

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

At the time of Mr.

Tower’s resignation on June 7, 2024, and the end of Mr.

term on the Board on December 15, 2023, both Messrs.

Towers and Jenkins were independent.

At the time of Mr.

Fisher’s passing on

June 5, 2024, Mr.

Fisher was independent.

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 Board of Directors

has determined that each of our directors 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.

30 unchanged sentences

Transactions with or Involving Related Persons

following is a summary of related party transactions since the beginning of our last fiscal year, and any currently proposed transactions, to which we were or

There were no Related

Party Transactions since the beginning of our last fiscal year, and there are no currently proposed transactions, to which we were or

are to be a participant.

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.

2023 Offering

October 4, 2023, the Company completed an underwritten public offering of its securities in the form of units (the “October 2023

Offering”) consisting a total of 2,232,221 shares (186,018 shares post January 2024 Reverse Stock Split) of common stock, 5,728,723

shares of the Company’s Series E Convertible Preferred Stock (each share of Series E Preferred Stock is convertible into one share

the Company’s common stock (1/12 share post January 2024 Reverse Stock Split)), (“Series E Preferred Stock”), 7,960,944

warrants (663,412 warrants post January 2024 Reverse Stock Split) to purchase shares of common stock that will expire on the five-and-a-half-year

anniversary of the original issuance date (the “Series E Warrants”), and 7,960,944 warrants (663,412 warrants post January

2024 Reverse Stock Split) to purchase shares of common stock that will expire on the one-and-a-half-year anniversary of the original

issuance date (the “Series F Warrants”, collectively with the Series E Warrants, the “Warrants”).

Each Unit consisted

of one share of common stock (1/12 share post January 2024 Reverse Stock Split) (or one share of Series E Preferred Stock), one Series

E Warrant and one Series F Warrant.

The Units were priced at a combined public offering price of $0.55 per unit for initial gross proceeds

of approximately $4.38 million.

Net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated

offering expenses payable by the Company, were approximately $3.79 million.

original exercise price of the Series E Warrants was $0.55 per share ($6.60 post-Company’s Reverse Stock Splits) which was subject

to a one-time reset to a price equal to the lesser of (i) the then exercise price and (ii) 90% of the five-day volume weighted average

price for the five trading days immediately following the date the Company effects a reverse stock split.

As a result of the January

2024 Reverse Stock Split, the exercise price of the Series E Warrants was reset to $2.9232 per share.

The original exercise price of

the Series F Warrants was $0.55 per share ($6.60 post-Company’s Reverse Stock Splits) but is subject to an alternate cashless exercise

option pursuant to which the holder has the right to receive an aggregate number of shares of common stock on a one-for-one basis (one-for-1/12

post-Company’s Reverse Stock Splits) (subject to adjustment).

Company also agreed to issue to the Underwriters, warrants to purchase up to 5.0% of the shares of common stock (or common stock equivalents)

sold in the October 2023 Offering (which equaled 398,047 shares of common stock (33,171 shares post January Reverse Stock Split)).

warrants have an exercise price of $0.6875 per share ($8.25 post January 2024 Reverse Stock Split) and will terminate on October 2, 2028.

to the October 2023 Offering, all 5,728,723 shares of the outstanding Series E Preferred Stock were converted into an aggregate of 5,728,723

shares (477,394 post-Company’s Reverse Stock Splits) of common stock.

Additionally, the Company issued 7,346,178 shares (612,182

post-Company’s Reverse Stock Splits) of common stock pursuant in connection with the cashless exercise of the Company’s Series

Sakiris, our Chief Financial Officer, purchased 112,727 units on the same terms as the other purchasers in the October 2023 Offering.

Christopher Towers, a member of our Board at the time of the October 2023 Offering, purchased 9,090 units on the same terms as the

other purchasers in the October 2023 Offering.

Each unit consisted of one share of common stock, one Series E Warrant and one Series

The units were priced at a combined public offering price of $0.55 per unit.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Pty Ltd.

(“BDO”) was our independent registered public accounting firm from July 1, 2022, to June 28, 2023.

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.

UHY continued as Company’s independent registered public accounting firm to audit the

consolidated financial statements of the Company for the year ending June 30, 2024.

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.

UHY continued

as Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the

year ended June 30, 2024 and 2025.

Accountant Fees and Services

following table represents aggregate fees billed to the Company for the fiscal years ended June 30, 2024, and 2023, by UHY and BDO.

The following table represents aggregate fees billed or expected to be

billed to the Company for the fiscal years ended June 30, 2025, and 2024, by UHY.

June 30, 2025

June 30, 2024

Audit Fees (1)

Audit – Related Fees (2)

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.

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.

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.

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.

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.

All Other Fees (4)

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.

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.

All other fees relate to professional services not included in the categories above, including services related to other regulatory reporting requirements.

The Audit Committee has determined that the rendering of services other

than audit services UHY is compatible with maintaining the principal accountant’s independence.

Policies and Procedures

46 unchanged sentences

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

(incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K filed with the Commission on August 23, 2023).

Form of Series E Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023).

9 unchanged sentences

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024).

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 February 21, 2025).

Intelligent Bio Solutions Inc.

2019 Long Term Incentive Plan (as amended December 13, 2023) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 14, 2023).

2019 Long Term Incentive Plan (as amended May 8, 2025) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 13, 2025).

Amended and Restated License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd.

41 unchanged sentences

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 1, 2024).

At The Market Offering Agreement, dated September 18, 2024, by and between Intelligent Bio Solutions Inc.

and Ladenburg Thalmann & Co.

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 18, 2024).

Underwriting Agreement, dated February 20, 2025, between Intelligent Bio Solutions Inc.

and Ladenburg Thalmann & Co.

as the representative of the several underwriters named therein.

(incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 21, 2025).

First Amendment to Employment Agreement (Simeonidis), dated June 30, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2025).

First Amendment to Employment Agreement (Sakiris) dated June 30, 2025 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2025).

Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Amended Registration Statement on Form S-1/A (File No.

12 unchanged sentences

Intelligent Bio Solutions Inc.

Restatement Recoupment Policy

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

the Inline XBRL document

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Restatement Recoupment Policy (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed with the Commission on September 18, 2024).

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(5) and Item 601(a)(6).

8 unchanged sentences

BIO SOLUTIONS INC.

September 18, 2024

August 15, 2025

Harry Simeonidis

1 unchanged sentence

Executive Officer)

September 18, 2024

August 15, 2025

Spiro Sakiris

74 unchanged sentences

Research and development tax incentive receivable

Assets held for sale

Other current assets

2 unchanged sentences

Operating lease right-of-use assets

Intangible assets, net

Intangibles, net

LIABILITIES AND SHAREHOLDERS’ EQUITY

2 unchanged sentences

Current portion of operating lease liabilities

Current portion of deferred grant income

Deferred grant income

Current employee benefit liabilities

Current portion of notes payable

Notes payable

Total current liabilities

1 unchanged sentence

Operating lease liabilities, less current portion

Notes payable, less current portion

Total liabilities

1 unchanged sentence

Shareholders’ equity

Common stock, $ 0.01 par value, 100,000,000 shares authorized, 3,456,000 and 194,200

shares issued and outstanding at June 30, 2024 and 2023, respectively *

Treasury stock, at cost, 116 shares as of June 30, 2024 and 2023, respectively *

Common stock, $ 0.01

par value, 100,000,000

shares authorized, 7,323,377

and 7,323,261 shares issued and outstanding, as of June 30, 2025, respectively;

and 3,456,000 shares issued and outstanding, as of June 30, 2024 respectively

Treasury stock, at cost, 116 shares as of June 30, 2025 and 2024

Additional paid-in capital

7 unchanged sentences

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

Stock has been retroactively adjusted to reflect the decreased number of shares resulting from the 1-for-12

Reverse Stock Split on January 26, 2024, throughout the consolidated financial statements unless otherwise stated.

accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

( 1,805,673 )

Other income:

( 1,686,155 )

Government support income

5 unchanged sentences

( 2,396,513 )

( 1,673,806 )

Depreciation and amortization

( 1,207,875 )

Goodwill impairment

( 1,201,274 )

Impairment of long-lived assets

Total operating expenses

16 unchanged sentences

$ ( 10,156,759 )

Other comprehensive income (loss), net of tax:

Other comprehensive income (loss)

Foreign currency translation gain (loss)

8 unchanged sentences

Net loss per share, basic and diluted

Weighted average units outstanding, basic and diluted *

Weighted average shares outstanding, basic and diluted

accompanying notes are an integral part of these consolidated financial statements.

Stock and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from the 1-for-12

Reverse Stock Split on January

26, 2024, throughout the consolidated financial statement unless otherwise stated.

Bio Solutions Inc.

Statements of Changes in Shareholders’ Equity

Convertible preferred stock

income (loss)

preferred stock

Treasury stock

1 unchanged sentence

shareholders’

income (loss)

Balance, June 30, 2023

1 unchanged sentence

$ ( 575,496 )

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 stock

$ ( 111,986 )

Foreign currency translation income

( 10,631,720 )

( 10,664,555 )

Balance, June 30, 2023

( 41,807,573 )

Issuance of common stock, Series E Preferred Stock and warrants, net of issuance costs

15 unchanged sentences

$ ( 712,614 )

$ ( 146,159 )

( 51,964,332 )

Issuance of common stock upon exercise of warrants

Stock awards issued to employees

Issuance of restricted stock to vendors

Issuance of common stock, net of issuance costs

Foreign currency translation gain

Foreign currency translation gain (loss)

( 10,568,733 )

( 10,604,886 )

Balance, June 30, 2025

$ ( 62,533,065 )

$ ( 327,944 )

$ ( 182,312 )

$ ( 62,533,065 )

$ ( 327,944 )

$ ( 182,312 )

accompanying notes are an integral part of these consolidated financial statements.

Stock has been retroactively adjusted to reflect the decreased number of shares resulting from the 1-for-12 Reverse

Stock Split on January 26, 2024, throughout the consolidated financial statements unless otherwise stated.

Bio Solutions Inc.

4 unchanged sentences

$ ( 10,190,932 )

Adjustment to reconcile net loss to cash used in operating activities:

Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization

Amortization on right-of-use assets

Amortization of right-of-use assets

Impairment of long-lived assets

Non-cash loss on foreign currency translation, net

1 unchanged sentence

Provision for inventory obsolescence

Goodwill impairment

Share-based compensation

Stock-based compensation

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

3 unchanged sentences

Grant receivable / deferred grant income

( 2,486,668 )

Research and development tax incentive receivable

Other current assets

Accounts and other payables

Other long-term liabilities

Accounts payable and accrued expenses

Long-term employee benefit liabilities

Operating lease liabilities

3 unchanged sentences

Cash Flows from Investing activities

Cash acquired from business acquisition

Cash payment for business acquisition

Purchase of fixed assets

Amount invested on capital work in progress

Purchase of property and equipment

Net cash used in investing activities

Cash flows from Financing Activities

Proceeds from issuance of common stock and warrants

Proceeds from exercise of warrants

Proceeds from private placement

Proceeds from issuance of preferred stock

Payment of equity issuance costs - others

Payment of equity issuance costs relating to acquisition of IFP

Payment of tax withholding for employee stock awards

Proceeds from issuance of common stock and warrants, net of issuance costs

Proceeds from exercise of warrants, net of issuance costs

Proceeds from private placement, net of issuance costs

Net cash provided by financing activities

Effect of foreign exchange rates on cash and cash equivalents

Net increase in cash and cash equivalents

Net decrease (increase) in cash and cash equivalents

( 5,284,189 )

2 unchanged sentences

Non-cash investing and financing activities

Shares issued for business acquisition

Note receivable settled for business acquisition

Deferred consideration payable for business combination

Recording of right-of-use asset and lease liability

Conversion of convertible notes payable into preferred stock

Conversion of preferred stock into common stock

Equity issuance costs in accounts payable and accrued expenses

Conversion of preferred shares into common shares

Conversion of holdback Series C Preferred Stock into common stock

9 unchanged sentences

2016, under the laws of New South Wales, Australia and was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023.

October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales (the

“IFP Acquisition”).

October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales.

The Company’s headquarters are in New York, New York.

Unless context requires or indicates otherwise, the

terms “we,” “us,” “our,” “Company,” or “INBS” refer to Intelligent Bio Solutions

together with its consolidated subsidiaries.

Bio Solutions Inc.

3 unchanged sentences

quality of life.

2024 Reverse Stock Split

January 26, 2024, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect, as

January 26, 2024, a 1-for-12 reverse split of the Company’s common stock (the “January 2024 Reverse Stock Split”).

The Company’s common stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market (“Nasdaq Capital

Market” or “Nasdaq”) on January 29, 2024.

2023 Reverse Stock Split

February 9, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect, as

February 9, 2023, a 1-for-20 reverse split of the Company’s common stock (the “February 2023 Reverse Stock Split”).

The Company’s common stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on February 10, 2023.

reverse stock splits were implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing

of the Company’s common stock on the Nasdaq Capital Market.

otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying consolidated financial

statements have been adjusted to reflect both the 1-for-20 Reverse Stock Split on February 9, 2023 and the 1-for-12 Reverse Stock Split

on January 26, 2024.

The February 2023 Reverse Stock Split and the January 2024 Reverse Stock Split are collectively referred to herein

as the Company’s “Reverse Stock Splits”.

LIQUIDITY AND GOING CONCERN

October 4, 2023, the Company raised approximately $ 4.38 million, prior to deducting underwriting discounts and commissions and offering

expenses, via a registered underwritten public offering of the Company’s securities.

Net proceeds to the Company, after deducting

the underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $ 3.79 million.

Refer to Note 13 for details.

February 7, 2024, the Company raised approximately $ 1.77 million, prior to deducting closing costs and placement agent fees, via a warrant

inducement transaction with holders of the Company’s Series E Warrants issued on October 4, 2023.

Net proceeds to the Company,

after deducting closing costs, placement agent fees, and other estimated expenses payable by the Company, was approximately $ 1.58 million.

Refer to Note 13 for details.

March 12, 2024, the Company raised approximately $ 10.10 million, prior to deducting placement agent’s fees and other offering expenses

via a private placement of common stock and warrants priced at-the-market under Nasdaq rules.

Net proceeds to the Company, after deducting

placement agent’s fees and other estimated offering expenses payable by the Company, were approximately $ 9.12 million.

Note 13 for details.

Company incurred a net loss of approximately $ 10.16 million

for the year ended June 30, 2024.

As of June 30, 2024, the Company had shareholders’ equity of approximately $ 8.18

million , working capital of approximately

$ 3.08 million ,

and an accumulated deficit of approximately $ 51.96 million.

Company anticipates operating losses for the foreseeable future.

The Company does not expect to generate positive cash flows from operating

activities and may continue to incur operating losses until it sufficiently delivers on its objectives which include completion of the

regulatory approval process in the United States of America (USA) and other markets where such approval may be required, expansion of

its revenue base into target markets, and the continued development of its products.

The ability to achieve these objectives is subject

to inherent risks and no assurance can be provided that these objectives will be fully achieved within the next 12 months.

Through June 30, 2025, Company has financed its operations primarily

though proceeds from public offerings and private placements of equity securities, existing trade and shareholder financing arrangements,

and the incurrence of debt.

The Company incurred net losses of $ 10,568,733 and

$ 10,156,759 (after losses attributable to non-controlling interest) for the years ended June 30, 2025 and 2024, respectively.

June 30, 2025, the Company has shareholders’ equity of $ 2,813,824 ,

working capital deficit of $ 1,212,419 ,

and an accumulated deficit of $ 62,533,065 .

The Company anticipates operating losses for the

foreseeable future.

The Company does not expect to generate positive cash flows from operating activities and may continue to incur operating

losses until it sufficiently delivers on its objectives which include completion of the regulatory approval process in the United States

of America (USA) and other markets where such approval may be required, expansion of its revenue base into target markets, and the continued

development of its products.

The ability to achieve these objectives is subject to inherent risks and no assurance can be provided that

these objectives will be fully achieved within the next 12 months.

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 these consolidated financial statements.

Management believes there is material risk that the Company’s cash and cash equivalents as of June 30, 2024, of approximately

$ 6.30 million,

may be insufficient to fund its current operating plan through at least the next twelve months from the issuance of these

consolidated financial statements.

Accordingly, the Company may be required to raise additional funds during the next 12 months.

However, there can be no assurance that when the Company requires additional financing, such financing will be available on terms

which are favorable to the Company, or at all.

Management believes there is a material risk that the Company’s cash and cash equivalents as of June 30, 2025, of approximately

$ 1.02 million, will be insufficient to fund its current operating plan through at least the next twelve months from the issuance of these consolidated financial statements.

Accordingly, the Company will be required to raise additional funds during the

next 12 months.

However, there can be no assurance that when the Company requires additional financing, such financing will be available

on terms which are favorable to the Company, or at all.

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 Company may be unable to realize its assets and discharge its liabilities in the normal course of

addition, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

these factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully meet

the stated objectives and/or raise additional capital.

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.

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

of presentation

consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in

the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission

(“SEC”) as of June 30, 2024 and 2023.

consolidated financial statements and notes thereto give retrospective effect to the stock splits for all periods presented.

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 stock splits for all periods presented.

The consolidated financial statements of the Company

have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)

and the rules and regulations of the “SEC”.

The consolidated financial statements and notes

thereto give retrospective effect to the stock splits for all periods presented.

of consolidation

1 unchanged sentence

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

interest and is the primary beneficiary.

Investments in entities where the Company does not exert a controlling financial interest are

not consolidated.

significant intercompany transactions and balances have been eliminated upon consolidation.

currency translation

and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S.

dollar) at the spot

rate on the consolidated balance sheets date;

income and expenses are translated at the average rate of exchange prevailing during the

Adjustments resulting from translating local currency financial statements into U.S.

dollars are reflected in accumulated other

comprehensive loss in total shareholders’ equity.

functional currency of INBS is the United States dollar.

The settlement of transactions denominated in a currency other than the functional

currency resulted in a loss of $ 137,118 and a gain of $ 212,639 for the years ended June 30, 2024 and 2023, respectively.

preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period.

estimates made by management in connection with the preparation of the accompanying consolidated financial statements including the

fair value measurement of and the useful lives of long-lived assets, inventory valuations, the allocation of transaction price among

various performance obligations, and the allowance for credit losses.

Actual results could materially differ from those

and Uncertainties

Company’s future results of operations and liquidity could be materially adversely affected by macroeconomic factors contributing

to delays in payments from customers and inflationary pressure, uncertain or reduced demand, and the impact of any initiatives or programs

that the Company may undertake to address financial and operational challenges faced by its customers.

See associated risk factors in

Risk Factors in Item 1A Risk Factors in this Annual Report on Form 10-K.

The preparation of consolidated financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of

revenue and expenses during the reporting period.

Management continually evaluates the estimates and judgments it uses.

These estimates

and judgments have been applied in a manner consistent with prior periods and there are no known trends, commitments, events or uncertainties

that management believes will materially affect the methodology or assumptions utilized in making these estimates and judgments in these

consolidated financial statements.

Significant estimates inherent in the preparation of the accompanying consolidated financial statements

including the useful lives and impairments of long-lived assets, realizability of inventory, the allocation of transaction price among

various performance obligations, fair value of warrants, realization of deferred tax assets and related uncertain tax positions, valuation

of stock-based compensation awards and the allowance for credit losses.

Actual results could materially differ from these judgments and

estimates under different assumptions or conditions.

ASC 280, Segment Reporting (“ASC

280”), defines operating segments as components of an enterprise where discrete financial information is available that is evaluated

regularly by the chief operating decision-maker (“CODM”) in deciding how to allocate resources and in assessing performance.

The Company’s Chief Executive Officer performs the function that allocates resources and assesses performance, and thus serves as

the Company’s CODM.

The CODM reviews the assets, operating results, and financial metrics for four geographic segments:

consists of North America and South America

Kingdom consists of England, Scotland, Northern Ireland and Wales

Pacific (“APAC”) consists of South East Asia and Oceania

of the World consists of all other countries

CODM decides how to allocate resources based on a review of financial information presented on a consolidated basis accompanied by disaggregated

information about revenue by product types, other income and long-lived assets for the purpose of allocating resources and evaluating

financial performance for each geographic region.

Accordingly, management has determined that there are four reportable segments.

Receivable and Allowances for Credit Losses

Accounts receivable primarily arise out of sales to

The allowance for credit losses is an amount equal to the estimated probable losses net of recoveries in accounts receivable

using the incurred loss methodology.

After considering current economic conditions and financial stability of its customers, an allowance

for credit losses is maintained at a level which management believes is sufficient to cover all probable future credit losses as of the

balance sheet date based on specific reserves and an expectation of future economic conditions that might impact collectability.

receivable are carried net of allowances for credit losses as of June 30, 2025 and 2024.

Account balances are charged off against the

allowance when all reasonable attempts to collect have failed.

Actual write-offs may be in excess of the Company’s estimated allowance.

The allowance for credit losses was $ 546 and $ 6,772 as of June 30, 2025 and 2024, respectively.

and cash equivalents

2 unchanged sentences

and cash equivalents approximate their fair values due to the short-term nature of these instruments.

As of June 30, 2024 and

2023, there were no cash equivalents.

As of June 30, 2025 and 2024, there

were no cash equivalents.

Concentration

6 unchanged sentences

No losses have been incurred to date on any deposits.

Major Customer - One customer

accounted for 8.9 %

of revenues for the years ended June 30, 2025 and 2024, respectively.

Major Supplier - The Company’s

largest suppliers accounted for 19.4 %

of purchases for the years ended June 30, 2025 and 2024, respectively.

The Company relies on various suppliers for its operations.

For the purpose of supplier concentration analysis, “purchases” include only invoiced costs directly attributable to

direct material costs.

value measurements

14 unchanged sentences

or liabilities.

and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the

fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement in its

entirety requires management to make judgments and consider factors specific to the asset or liability.

carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their

respective fair values because of the short-term nature of those instruments.

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.

Assets and liabilities fair value measurement level

within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities measured at fair value are

based on one or more of the following techniques:

Market approach:

Prices and other

relevant information generated by market transactions involving identical or comparable assets or liabilities.

Cost approach:

Amount that would

be required to replace the service capacity of an asset (replacement cost).

Income approach:

Techniques to convert

future amounts to a single present value amount based upon market expectations (including present value techniques, option pricing, and

excess earnings models).

The Company believes its valuation methods are appropriate

and consistent with other market participants, however the use of different methodologies or assumptions to determine the fair value of

certain financial instruments could result in a different fair value measurement at the reporting date.

The carrying amounts of cash equivalents, prepaid

and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term

nature of those instruments.

Inventory cost is determined using the

weighted-average method and valued 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.

The Company periodically reviews

its inventories and makes a provision as necessary to appropriately value goods that are obsolete, have quality issues, or are damaged.

The amount of the provision is equal to the difference between the cost of the inventory and its net realizable value.

offering costs

Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred Costs ,

with regards to offering costs.

Prior to the completion of an offering, offering costs are capitalized as deferred offering costs on

the consolidated balance sheets.

The deferred offering costs will be charged to shareholders’ equity upon the completion of the

related offering.

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 are 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 a time when the asset is substantially completed and ready for its intended use.

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:

Company complies with the requirements of Accounting Standards Codification (“ASC”) 340, Other Assets and Deferred

Costs , with regards to offering costs.

Prior to the completion of an offering of its equity securities, offering costs are capitalized as deferred

offering costs on the consolidated balance sheets.

The deferred offering costs will be charged to shareholders’ equity upon

the completion of the related offering.

and Equipment, net

In accordance with the ASC 360, Property, Plant,

and Equipment , the Company’s property, plant and equipment (“PPE”), is stated at cost net of accumulated depreciation

and impairment losses, if any.

Additions and significant improvements are capitalized while maintenance and repairs are expensed as incurred.

Expenditures that extend the useful life of an asset are capitalized.

Costs incurred to acquire, construct, or install

PPE, before the assets are ready for use, are capitalized as construction in progress (“CIP”).

The carrying amount of assets

purchased or constructed using the grant funds are presented net of grant proceeds.

CIP is not depreciated until such a time when the

asset is substantially completed and ready for its intended use.

Expenditure on maintenance and repairs are charged to operations in the

period in which the expense is incurred.

Construction in progress represents costs attributed to the construction of a manufacturing facility

in Australia.

The Company capitalizes direct costs of materials

and services consumed in developing or obtaining internal-use software.

The Company also capitalizes payroll and related costs for employees

who are directly associated with the development of software products for internal use, to the extent of the time spent directly on the

development of software.

Capitalization of costs begins during the application development stage and ends when the software is available

for general use.

Costs incurred during the preliminary project and post-implementation stages are expensed as incurred.

Property and equipment carrying values are reviewed

for impairment when events or circumstances indicate that the asset group to which the property and equipment belong might be impaired.

is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:

equipment – 3 years

1 unchanged sentence

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.

When assets are retired or otherwise disposed of,

the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements

of operations in the period realized.

Company determines if an arrangement is a lease at its inception.

8 unchanged sentences

Leases with a term of 12 months or less are not recorded on the consolidated balance sheet.

The Company accounts for the lease and non-lease components

as a single lease component.

Therefore, minimum lease payments used to measure the lease liability include all of the fixed consideration

in the contract.

Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the

1 unchanged sentence

with similar characteristics.

The Company accounts for the lease and non-lease components as a single lease component.

Leases with an initial term

of 12 months or less are considered short-term leases and are not recorded on the consolidated balance sheets.

The Company recognizes

lease expense for short-term leases on a straight-line basis over the lease term in the same line item as expense arising from fixed lease

payments, which is generally within selling, general and administrative expenses in the accompanying consolidated statements of operations and other comprehensive income (loss).

assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any.

9 unchanged sentences

based on the exchange rate at the reporting date.

of long-lived assets

assets include acquired property and equipment, right of use assets and other intangible assets subject to amortization.

evaluates the recoverability of long-lived assets for possible impairment whenever events or changes in circumstances indicate that the

related carrying amount may not be recoverable.

events and changes may include significant changes in performance relative to expected operating results, significant changes in asset

use, significant negative industry or economic trends, and changes in the Company’s business strategy.

Recoverability is measured

by a comparison of the carrying amount of an asset or asset group to the undiscounted future cash flows expected to be generated by the

asset or asset group.

When required, impairment losses on assets to be held and used are recognized based on the excess of the asset’s

carrying amount over the fair value of the asset, while long-lived assets to be disposed of are reported at the lower of carrying amount

or fair value less cost to sell.

the fiscal year ended June 30, 2023, 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.

Following the impairment charge the goodwill balance was zero.

the year ended June 30, 2024, the Company did not record any impairment charges on its long-lived assets.

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 value 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 a 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 expenses in the consolidated statements of operations.

accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue from its contracts with customers when

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 the good or service deliverable.

information presented on a consolidated basis is accompanied by disaggregated information about revenue and other income by product type

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” or “IFPG segment”)

Stage Biosensor Platform Technology (“BPT segment”)

is 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 is attributable to the IFPG segment during the years ended June 30, 2024 and 2023.

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

OF REVENUE SALES OF READERS CARTRIDGES AND OTHER SALES WHICH REPRESENTS ACCESSORIES

Long-lived assets

Long-lived assets consist of property and equipment, right-of-use assets

and intangible assets.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount of the asset may not be recoverable.

When such events occur, the Company compares the carrying amounts of the assets to

their undiscounted expected future cash flows.

If this comparison indicates that there is impairment, the amount of impairment is calculated

as the difference between the carrying value and the estimated fair value of the asset.

Assets held for sale

Long-lived assets (including disposal groups)

are classified as “Assets held for sale” when all of the applicable criteria are met in accordance with ASC 360-10-45-9:

· Management commits to a plan to sell the asset or disposal group,

· The disposal group is available to sell in its present condition,

· There is an active program to locate a buyer,

· The disposal group is being actively marketed at a reasonable price in relation to its fair value,

· Significant changes to the plan to sell are unlikely, and

· The sale of the disposal group is generally probable of being completed within one year.

Assets and liabilities held for sale are presented

separately within the consolidated balance sheets with any adjustments necessary to measure the disposal group at the lower of its carrying

value or fair value less costs to sell.

Depreciation of property and equipment is not recorded while these assets are classified as assets

held for sale.

The fair value of a disposal group, less any costs to sell, is assessed each reporting period it remains classified as

held for sale and any remeasurement to the lower of carrying value or fair value less costs to sell is reported as an adjustment to the

carrying value of the disposal group recorded in other expense, net in consolidated statements of operations.

We measured assets held

for sale at fair value based on level 1 inputs.

See note 7—Assets held for sale for further information.

In June 2025, the Company determined that assets purchased for a manufacturing

facility that was under development would not be used in the facility and there was no alternative use thus management commenced the sale

of the equipment, which met the criteria to be held for sale.

The assets were reclassified as assets held for sale in our consolidated

balance sheets as of June 30, 2025.

As a result, we evaluated the assets to ensure they were recorded at the lower of their carrying value

or fair value less costs to sell.

The quantitative impairment test included a comparison of estimated sales proceeds less cost to sell

to the carrying value of the assets.

As a result of this analysis, we recorded a loss of $ 220,062 , which is reflected as an impairment

loss on our consolidated statements of operations for the year ended June 30, 2025.

In accordance with ASC 606, Revenue from Contracts

with Customers , the Company recognizes revenue when it satisfies its performance obligations as evidenced by transfer of control of

promised goods to customers.

Control transfers once a customer has the ability to direct the use of, and obtain substantially all of the

benefits from the product.

This includes the transfer of legal title, physical possession, the risks and rewards of ownership, and customer

Control generally transfers to the customer upon shipment to, or upon receipt by, the customer depending on the terms of sale

with the customer.

In certain arrangements the Company receives payment before the customer receives the promised good.

These payments

are initially recorded as deferred revenue, a contract liability, and will be recognized as revenue in the period when control is transferred

to the customer.

As of June 30, 2025 and 2024, the Company did not have any contracts assets

or contract liabilities.

Disaggregated revenue

The following table disaggregates the Company’s

revenue by product type:

SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND OTHER SALES WHICH REPRESENTS ACCESSORIES

Year Ended June 30,

2 unchanged sentences

Total revenue

other income is mainly comprised of grant income and Research & Development (“R&D”) tax refund.

support income

support income on the accompanying consolidated statements of operations and other comprehensive income (loss) consists of grant

income and a research and development (“R&D”) tax refund and is summarized as follows:

SCHEDULE OF GOVERNMENT SUPPORT INCOME

Year ended June 30,

R&D tax refund

Total government support income

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 until March 28, 2024 (extended

The grant had a total value of up to $ 4.7 million upon the achievement of certain milestones until March 28, 2024 (extended

to March 28, 2025 on April 16, 2024).

Proceeds from the grant will be used primarily to reimburse the Company for costs incurred in the

Proceeds from the grant were used primarily to reimburse the Company for costs incurred in the

construction of the manufacturing facility.

7 unchanged sentences

Assistance (Topic 832), Disclosures by Business Entities about Government Assistance .

Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related

to assets as the primary purpose for the payments is to fund the construction of a capital asset.

Pursuant to IAS 20, the Company has

elected to record the grants received initially as deferred income and deduct 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 $ 543,410 and $ 646,116 was

recognized as a reduction to the CIP asset on the consolidated balance sheets as of June 30, 2024 and 2023 respectively.

Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants

related to assets as the primary purpose for the payments is to fund the construction of a capital asset.

Pursuant to IAS 20, the

Company elected to record the grants received initially as deferred income and deduct the grant proceeds received from the gross

costs of the assets or construction in progress (“CIP”) and the deferred grant income liability.

In the fourth quarter of fiscal 2025, upon the end of the project deadline

for the construction of a manufacturing facility in Australia, a grant acquittal audit was completed by an independent auditor in relation

to the grant received from the Australian Government.

As a result of the grant acquittal audit, the Company determined the amount owed

to the Australian Government was $ 2,172,108 as of June 30,2025, which is recorded on the consolidated balance sheets in “Accounts

payable and accrued expenses”.

The Company decided to dispose of the corresponding CIP assets as they had no alternative use to

the Company (also refer to Note 7, Assets held for sale).

The CIP assets were reclassified to “Assets held for sale” on the

consolidated balance sheet as of June 30, 2025.

A total of $ 0 and $ 543,410 was recognized as CIP asset on the consolidated balance sheets as of June

30, 2025 and 2024, respectively.

IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the

2 unchanged sentences

and all milestone payments received.

The total grant value of $ 4.7 million was recognized as both a grant receivable and deferred grant

income on the grant effective date.

The project has been delayed due to global shortages of semiconductors that are used in manufacturing

The total grant value of $ 4.7

million was recognized as both a grant receivable and deferred

grant income on the grant effective date.

The project was 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

The Company had only completed 4

of the 8 milestones in the grant agreement as of June 30, 2024.

On April 16, 2024, the Company entered into a Deed of Variation with

On April 16, 2024, the Company had entered into a Deed of Variation with

Australian Government, Department of Industry, Science and Resources, extending the project completion date to March 28, 2025.

of variation also made certain modifications to the project costs.

The overall budget of the project has been reduced by $ 1.65 million

to account for the changes in scope of the project.

The overall budget of the project was reduced by $ 1.65

million to account for the changes in scope of the project.

initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner

in which the Company recognizes the underlying costs for which the grant is intended to compensate.

Pursuant to IS 20, the Company has

Pursuant to IAS 20, the Company has

elected to recognize government grant income separately within other income for operating expenditures.

2 unchanged sentences

from the gross costs of the assets or CIP and deferred grant income liability.

There was no deferred grant income recognized within other

income during the year ended June 30, 2024.

A total of $ 127,944

deferred grant income was recognized within other

income during the year ended June 30, 2023.

There was $ 271,780

and $ 0 was recognized as deferred grant income during the years ended June 30, 2025 and 2024, 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 when it is probable that the amount

will be recovered in full through a future claim.

A total of $ 424,776 and $ 609,684 of R&D

tax refund income was recognized in other income during the years end June 30, 2024 and 2023 respectively.

Company incurs R&D expenditures in Australia and the United Kingdom that offers tax credits of 43.5% and 14.5% respectively, which

are fully refundable.

The Company measures the R&D tax refund by considering the time spent by employees on eligible R&D activities

and R&D costs incurred to external service providers.

A total of $ 545,121

and $ 424,776

of R&D tax refund income was recognized in other income during the years ended June 30, 2025 and 2024, respectively.

The R&D tax refund receivable is recognized when there is a reasonable

assurance that the amount will be recovered in full through future claims.

At June 30, 2025 and 2024, the R&D tax incentive receivable was $ 734,408 and $ 525,332 ,

respectively.

Selling, general and administrative expenses

Selling, general and administrative expenses represent

indirect operating costs incurred in connection with product sales and corporate administration.

SG&A costs include:

· Salaries, benefits, stock-based compensation, and severance for administrative

and sales support staff

· Marketing, advertising, promotional expenses

· Investor relationship (IR) costs

· Occupancy costs

· Professional services related to legal, audit and other services

· Insurance costs

· Travel, utilities and other general expenses

SG&A does not include costs related to manufacturing

Costs that are directly attributable to production are classified as cost of revenue, while expenses related to product development

are recorded as development and regulatory approval expenses.

and regulatory approval costs

relating to R&D are expensed as incurred and recorded in development and regulatory approval in the consolidated statements of operations

and other comprehensive loss.

R&D expenses include external expenses incurred under arrangements with third parties;

personnel-related costs;

license fees to acquire in-process technology and other expenses.

The Company recognizes the benefit of refundable

R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer

to the R&D tax refund discussion above).

property acquired for a particular research and development project and that have no alternative future uses (in other research and development

projects or otherwise) are expensed in research and development costs at the time the costs are incurred.

certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in

the future for use in R&D activities.

In such circumstances, the non-refundable advance payments are deferred and capitalized, even

when there is no alternative future use for the R&D, until the related goods or services are provided.

In circumstances where amounts

have been paid in excess of costs incurred, the Company records a prepaid expense.

compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line

basis over the requisite service period, if any, based on the terms of the awards.

The fair value of the stock-based payments to employees

and nonemployees that are fully vested and non-forfeitable at the grant date is measured by reference to the Company’s stock price

and recognized immediately, unless there is a contractual term for services in which case such compensation would be amortized over the

contractual term.

and regulatory approval costs include external expenses incurred under arrangements with third parties;

salaries and personnel-related

license fees to acquire in-process technology;

R&D related costs;

intellectual property acquired for a particular research

and development project and that have no alternative future uses (in other research and development projects or otherwise) and other

The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable

assurance that the amount claimed will be recovered though the future claims.

The Company evaluates the appropriate balance

sheet classification of warrants that are issued as either equity or as a derivative liability.

The Company classifies a warrant as equity

if it is “indexed to the Company’s equity” and meets several specific conditions for equity classification.

is not considered “indexed to the Company’s equity,” in general, when it contains certain types of exercise contingencies

or potential adjustments to its exercise price.

If a warrant is not indexed to the Company’s equity or it has net cash settlement

provisions that result in the warrants being accounted for under ASC 480, Distinguishing Liabilities from Equity (“ASC

480”) or ASC 815, Derivatives and Hedging (“ASC 815”), it is classified as a derivative liability and carried

on the consolidated balance sheets at fair value with any changes in its fair value recognized in the statements of operations and comprehensive

income (loss).

At June 30, 2025 and 2024, all of the Company’s outstanding warrants were classified as equity.

Equity-based compensation cost is measured at

the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service

period, if any, based on the terms of the awards.

The fair value of the stock-based payments to employees and non-employees that are fully

vested and non-forfeitable at the grant date is measured at their grant date fair value, unless there is a contractual term for services

in which case such compensation would be amortized over the contractual term.

costs of short-term employee benefits are recognized as a liability and an expense unless those costs are required to be recognized as

4 unchanged sentences

committed to terminate the employment of an employee or to provide termination benefits.

accordance with the provisions of 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.

It also provides

guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

of June 30, 2024 and 2023, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the

consolidated financial statements.

Additionally, the Company had no interest and penalties related to income taxes.

Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect

to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes.

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.

loss per share attributable to common shareholders (“EPS”)

The Company has recognized

the obligation for unpaid salaries, director fees, holiday leaves, retirement benefits and long service leave entitlements as employee

Employee benefit obligations are classified as either current or non-current liabilities in the accompanying consolidated balance

sheets based on the timing of expected settlement.

expenses are expensed as they are incurred.

For the years ended June 30, 2025, and 2024, $ 1,554,773

and $ 725,422

of advertising expenses, respectively, were incurred and classified

within selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income

Company’s reporting currency is the U.S.

Dollar (“USD”).

The functional currency for each foreign subsidiary included

in these consolidated financial statements is the applicable local currency of each entity.

For each entity whose functional currency is not

the USD, assets and liabilities are translated into USD using the exchange rate in effect on the balance sheet date and revenue and expenses

are translated into USD using the average rate in effect for year.

Translation gains and losses are recorded as a foreign currency translation

adjustment as a component of other comprehensive income (loss), which is a component of accumulated other comprehensive income (loss)

on the accompanying consolidated balance sheets.

flows are also translated at average translation rates for the periods;

therefore, amounts reported on the consolidated statements of

cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Transaction gains

and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are

included in the results of operations as incurred.

Comprehensive

income (loss)

Co mprehensive income (loss) includes net

loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders.

For the years ended June 30, 2025 and 2024, these changes related to foreign currency translation gains and losses.

There were no reclassifications

out of comprehensive income (loss) for the years ended June 30, 2025 and 2024.

Company is required to estimate its income taxes in each of the jurisdictions in which it operates as part of preparing the consolidated

financial statements.

This involves estimating the actual current tax in addition to assessing temporary differences resulting from differing

treatments for tax and financial accounting purposes.

These differences, together with net operating loss carryforwards and tax credits,

are recorded as deferred tax assets or liabilities on the Company’s consolidated balance sheet.

Deferred income tax assets and

liabilities are measured using enacted tax rates, for the appropriate tax jurisdiction, which are expected to be in effect when these

differences are anticipated to reverse.

judgment must then be made of the likelihood that any deferred tax assets will be recovered from future taxable income.

A valuation allowance

may be required to reduce deferred tax assets to the amount that is more likely than not to be realized.

In the event the Company determines

that it may not be able to realize all or part of its deferred tax asset in the future or that new estimates indicate that a previously

recorded valuation allowance is no longer required, an adjustment to the deferred tax asset is charged or credited to income in the period

of such determination.

The Company recognizes tax positions that meet

a “more likely than not” ( greater than 50 percent likelihood ) minimum recognition threshold.

If necessary, the Company recognizes

interest and penalties associated with tax matters as part of the income tax provision when incurred and would include accrued interest

and penalties with the related tax liability in the consolidated balance sheets.

The Company has no uncertain tax positions or related

interest or penalties requiring accrual at June 30, 2025 and 2024.

loss per share

Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share .

Basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders

by the weighted average number of common stock outstanding during the period.

Diluted net loss per common share is calculated by

dividing net loss attributable to common shareholders by weighted average common stock outstanding during the period plus

potentially dilutive common stock, such as share warrants.

dilutive common stock are calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of

all warrants are used to repurchase common stock at market value.

The number of shares remaining after the proceeds are exhausted

represents the potentially dilutive effect of the securities.

net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the

weighted average number of common stock outstanding during the period.

Diluted net loss per common share is calculated by dividing net

loss attributable to common shareholders by weighted average common stock outstanding during the period plus potentially dilutive common

stock, such as share warrants.

dilutive common stock are calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all

warrants are used to repurchase common stock at market value.

The number of shares remaining after the proceeds are exhausted represents

the potentially dilutive effect of the securities.

the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants

1 unchanged sentence

are antidilutive.

following outstanding warrants were excluded from the computation of diluted net loss per share for the periods presented because their

effect would have been anti-dilutive:

OF ANTI-DILUTIVE WARRANTS

June 30, 2025

June 30, 2024

Anti-dilutive

Reclassification

Certain comparative amounts for prior periods

have been reclassified to conform to current period presentations.

These reclassifications had no effect on net income, loss per share,

cash flows, assets, liabilities, or stockholders’ equity as previously reported.

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.

Instruments – Credit Losses (“ASU 2016-13”)

June 2016, the FASB issued ASU No.

2016-13 (Topic 326), Financial Instruments – Credit Losses (“ASU 2016-13”).

This update provides more decision-useful information about the expected credit losses on financial instruments, other commitments to

extend credit held by a reporting entity at each reporting date and requires the entity to estimate its credit losses as far as it can

reasonably estimate.

This update became effective for the Company on July 1, 2023.

The adoption of this guidance did not have a material

impact on the Company’s consolidated financial statements.

Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”)

the Company is an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting

standards under Section 102(b)(1) of the JOBS Act.

October 2021, the FASB issued ASU No.

1 unchanged sentence

Liabilities from Contracts with Customers (“ASU 2021-08”).

ASU -08 requires that an acquirer recognize and measure

ASU -08 requires that an acquirer recognizes, and measure

contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the

5 unchanged sentences

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.

The Company has adopted ASU 2021-08.

Adoption of ASU 2021-08 did not impact our financial position, results of

operations or cash flows.

November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”)

November 2023, the FASB issued ASU 2023-07 to enhance disclosures about significant segment expenses.

The amendments in this ASU require

a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim

periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The amendments

in this ASU also clarify circumstances in which an entity can disclose multiple segment measures of profit or loss and provide new segment

disclosure requirements for entities with a single reportable segment.

The ASU is effective for fiscal years beginning after December

15, 2023, and interim periods beginning after December 15, 2024.

Early adoption is permitted.

The ASU is to be applied retrospectively

to all periods presented in the financial statements.

The Company has not early adopted and continues to evaluate the impact of the provisions

of ASU 2023-07 on its consolidated financial statements.

Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”)

December 2023, the FASB issued ASU 2023-09 to enhance disclosures about income taxes.

The amendments in this ASU require a public entity

to disclose in tabular format, using both percentages and reporting currency amounts, specific categories in the rate reconciliation

and to provide additional information for reconciling items that meet a quantitative threshold.

The amendments in this ASU also require

taxes paid (net of refunds received) to be disaggregated by federal, state, and foreign taxes and further disaggregated for specific

jurisdictions to the extent the related amounts exceed a quantitative threshold.

The ASU is effective for fiscal years beginning after

December 15, 2025, with early adoption permitted.

The ASU is to be applied prospectively upon adoption.

The Company has not early adopted

and continues to evaluate the impact of the provisions of ASU 2023-09 on its consolidated financial statements.

Improvements to Reportable Segment Disclosures .

The ASU requires disclosure of significant segment expenses

that are regularly provided to the chief operating decision maker, or CODM, and included within each reported measure of segment profit

All disclosure requirements under ASU 2023-07 are required for public entities with a single reportable segment.

effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024,

on a retrospective basis, with early adoption permitted.

The Company adopted ASU 2023-07 effective June 30, 2025, for the annual period

beginning July 1, 2024.

While the adoption has no impact on our consolidated financial statements, it has resulted in incremental disclosures

within the footnotes to our consolidated financial statements.

Refer to Note 4, Segment Reporting for the inclusion of

the new required disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The ASU requires

greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income

The ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s

exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and

capital allocation decisions.

The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The ASU should be applied on a prospective basis although retrospective application is permitted.

We are currently evaluating the impact

of this standard on our disclosures.

November 4, 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures

(Subtopic 220-40):

Disaggregation of Income Statement Expense s, which is intended to enhance transparency of the nature and function

of expenses, primarily through additional disclosures of certain cost and expenses.

ASU 2024-03 will be effective for our annual reporting

periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with

early adoption permitted, and is required to be applied prospectively with the option of retrospective application.

We expect the adoption

of this ASU will have no impact on our financial position or our results of operations but will result in additional disclosures.

SEGMENT REPORTING

1 unchanged sentence

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 Biosensor Platform Technology (BPT 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.

IFPG segment accounted for 100% of the Company’s revenue during the year ended June 30, 2024 and 2023.

During the year ended June 30, 2025,

the revised our reportable segments to a region-focused structure, aligning with changes in our business and organizational

This transition was driven by several key developments, including the end of project for the construction of a

manufacturing facility in Australia during the fourth fiscal quarter of fiscal 2025 and the reversion of intellectual property

rights to the University of Newcastle following the liquidation of LSBD, the former licensor.

These events prompted a reassessment

of the Company’s operating model and strategic priorities, resulting in the adoption of a region-based segment reporting

structure that better aligns with the geographic focus of the business and how management evaluates performance and allocates

following tables set forth the Company’s revenue, government support income, net loss and long-lived assets and inventories by

operating and reportable segments.

OF REVENUE, GOVERNMENT SUPPORT INCOME, NET LOSS AND LONG LIVED ASSETS AND INVENTORIES

SCHEDULE OF REVENUE, GOVERNMENT SUPPORT INCOME, NET LOSS AND LONG LIVED ASSETS AND INVENTORIES

government support income and net loss

1 unchanged sentence

United Kingdom (1)

Rest of world (1)

Total Revenue (1)

2 unchanged sentences

Total Government Support Income

Total Revenue and Government Support Income

$ ( 2,992,228 )

Net Income (Loss) (1)

United Kingdom (1)

$ ( 2,933,973

$ ( 3,121,128

Year Ended June 30, 2023

United Kingdom

Total Revenue

Government Support Income

United Kingdom

Total Government Support Income

Total Revenue and Government Support Income

( 3,474,856 )

Rest of world (1)

Total Net Loss (1)

$ ( 10,604,886 )

$ ( 10,190,932 )

assets and inventories

June 30, 2024

(1) Comparative amounts for the prior period have been reclassified to conform to current period

presentations.

assets and inventories, net

Year Ended June 30

Long-lived assets, net

United Kingdom

Rest of world

Total Long-Lived Assets

1 unchanged sentence

United Kingdom

Rest of world

Total Inventories

Total Long-Lived Assets and Inventories, net

June 30, 2023

Long-lived assets, net

United Kingdom

Total Long-Lived Assets

Inventories, net

The Company’s segment revenue, segment expenses, segment

net income (loss), and a reconciliation of the total reportable segment’s net income (loss) to the consolidated net income(loss) are as

Year ended June 30, 2025

United Kingdom

Total Inventories

Total Long-Lived Assets and Inventories, net

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-Company’s Reverse Stock Splits):

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

description of the IFP Acquisition below this table describes the purchase consideration on a post-Company’s Reverse Stock

Splits basis.

to the Share Exchange Agreement, the Company acquired from the IFP Sellers all of the issued and outstanding shares of the capital stock

of IFP, and as consideration therefore, the Company issued and sold to the IFP Sellers upon the closing of the IFP Acquisition (the “IFP

Closing”) an aggregate number of 12,347 (as adjusted for Company’s Reverse Stock Splits) 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 were reserved for potential future issuance by the Company, consisting

of (i) 500,000 shares of Series C Preferred Stock, that were 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 was convertible into 0.0125 shares of common stock

at the time of conversion (after giving effect to the Company’s Reverse Stock Splits), which was contingent upon approval by the

Company’s stockholders that was obtained on May 8, 2023.

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 remained outstanding following 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 was 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 was convertible into shares of IFP, which

shares of IFP would then be immediately transferred to the Company in exchange for shares of Series C Preferred Stock that were 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.

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 had 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.

The last of the Company Stockholder

Approval Matters were approved at a special meeting of the Company’s stockholders (the “Special Meeting”) on May 8,

share of Series C Preferred Stock (other than the IFP Lender Preferred Shares) automatically converted 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

converted 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.

The number of shares of common stock into which the Series

C Preferred Stock was convertible was 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

Following the Company’s Reverse Stock Splits, each share of Series C Preferred Stock was convertible into 0.0125 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

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 consolidated balance sheets.

the Special Meeting on May 8, 2023, 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 were not outstanding)) were converted into an aggregate of 43,902 shares of common stock (as adjusted

for Company’s Reverse Stock Splits).

500,000 “Closing Holdback Shares” were shares of Series C Preferred Stock that were 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.

one year after the IFP Closing, the 500,000 Closing Holdback Shares were issued and immediately converted into an aggregate of 6,248

shares of common stock (as adjusted for Company’s Reverse Stock Splits).

final allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is

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

Rest of world

Government support income

Cost of revenue (exclusive of amortization shown separately below)

( 1,722,369 )

Notes payable

Convertible notes payable

( 1,805,673 )

Total liabilities assumed

Selling, general and administrative expenses

( 2,512,262 )

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.

the fiscal year ended June 30, 2023, the full amount of goodwill was impaired.

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, 2024 and 2023 using the applicable spot rate.

Results of Operations

pro-forma consolidated results of operations for the year ended June 30, 2024, is not required because the results of the acquired business

are included in the Company’s results.

The following unaudited pro-forma consolidated results of operations for the year ended

June 30, 2023, has been prepared as if the acquisition of IFP had occurred on July 1, 2022 and includes adjustments for amortization

related to the valuation of acquired intangibles:

OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS

( 2,928,367 )

( 3,443,288 )

( 8,883,917 )

Development and regulatory approval expenses

( 2,396,513 )

Depreciation and amortization

( 1,168,155 )

( 1,207,875 )

Impairment of long-lived assets

Other segment items (2)

Segment net income (loss)

$ ( 2,933,973 )

$ ( 3,474,856 )

$ ( 4,300,017 )

$ ( 10,604,886 )

Reconciliation of net income (loss)

Adjustment and reconciling items

Consolidated net income (loss)

$ ( 2,933,973 )

$ ( 3,474,856 )

$ ( 4,300,017 )

$ ( 10,604,886 )

Other segment items included interest income, interest expense, realized currency loss and Fair value gain on revaluation of financial instrument.

Year ended June 30, 2024

United Kingdom

Rest of world

Government support income

Cost of revenue (exclusive of amortization shown separately below) (1)

( 1,588,698 )

( 1,686,155 )

Net loss attributable to Intelligent Bio Solutions Inc.

Selling, general and administrative expenses

( 2,983,697 )

( 2,827,376 )

Net loss per share, basic and diluted

( 3,447,423 )

( 9,258,496 )

Development and regulatory approval expenses

( 1,673,806 )

Depreciation and amortization

( 1,161,101 )

( 1,201,274 )

Impairment of long-lived assets

Other segment items (2)

Segment net income (loss)

$ ( 3,121,128 )

$ ( 3,286,034 )

$ ( 3,911,798 )

$ ( 10,190,932 )

Reconciliation of net income (loss)

Adjustment and reconciling items

Consolidated net income (loss)

$ ( 3,121,128 )

$ ( 3,286,034 )

$ ( 3,911,798 )

$ ( 10,190,932 )

(1) Comparative amounts for the prior period have been reclassified to conform

to current period presentations.

(2) Other segment items included interest income, interest expense, realized

currency loss and Fair value gain on revaluation of financial instrument.

ACCOUNTS RECEIVABLE, NET

receivable, net consist of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

June 30, 2025

June 30, 2024

Accounts receivable

Allowance for credit losses

Accounts receivable, net

INVENTORIES, NET

consist of the following:

OF INVENTORIES

SCHEDULE OF INVENTORIES

June 30, 2025

June 30, 2024

Raw material /Work-in-progress

Work-in-progress

Finished goods

provision for inventory obsolescence

Inventories, net

ASSETS HELD FOR SALE

held for sale consist of the following:

OF ASSETS HELD FOR SALE

June 30, 2025

June 30, 2024

Construction in progress (CIP)

Assets held for sale

In June 2025,

the Company determined that assets purchased for a manufacturing facility that was under development would not be used in the facility

and the Company had no alternative use.

Therefore, management committed to a plan to sell the assets (the “Disposal Group”).

The Disposal Group was reclassified to Assets Held for Sale in the accompanying consolidated balance sheet as of June 30, 2025.

of the Disposal Group will not be recorded while these assets are classified as held for sale.

The Company performance an assessment

of the Disposal Group and determined the carrying value of the disposal group exceeded the fair value less costs to sell.

the Company recorded an impairment loss of $ 220,062 , which is included as impairment of long-lived assets in the accompanying consolidated

statements of operations and comprehensive income (loss) for the year ended June 30, 2025.

The Company has not disposed of any assets held

for sale during the fiscal year ended June 30, 2025.

OTHER CURRENT ASSETS

18 unchanged sentences

Property and equipment, net

Company recorded expense of $ 15,108 and $ 33,769 in relation to the depreciation of property and equipment for the year ended June 30,

2024, and 2023 respectively.

The Company incurred no costs toward the construction of a building at the University of Newcastle during the year ended June 30, 2024,

compared to a total of $ 509,416 incurred during the year ended June 30, 2023.

The Australian government reimbursed the Company for 50 % of the incurred costs.

Therefore, the

Company has recorded the CIP as net of reimbursement received as of June 30, 2024 and 2023.

Company recorded depreciation expense of $ 14,955

in relation to the depreciation of property and equipment for the years ended June 30, 2025, and 2024 respectively.

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, 2024

OF CONSTRUCTION IN PROGRESS PROPERTY AND EQUIPMENT

June 30, 2024

1 unchanged sentence

50% contributed under government grant

Impairment of construction in progress

Amount reclassified to assets held for sale

Carrying amount

to Note 7 for details.

INTANGIBLE ASSETS, NET

assets, net consist of the following as June 30, 2025:

OF OTHER INTANGIBLE ASSETS

SCHEDULE OF OTHER INTANGIBLE ASSETS

lives (years)

Customer relationships

Trade names and trademarks

Remaining weighted

average useful lives

Acquisition cost

Effect of foreign currency

Accumulated amortization

Carrying value

Technology 7 years

Customer relationships 3 years

Trade names and trademarks Indefinite

Total intangible assets

1 unchanged sentence

lives (years)

Remaining weighted

average useful lives

Acquisition cost

Effect of foreign currency

Accumulated amortization

Carrying value

Customer relationships

1 unchanged sentence

Total intangible assets

assets recognized from the acquisition of IFP were allocated to the IFPG operating and reportable segment.

The cumulative balance of the accumulated amortization as of June 30, 2024 and 2023 was $ 1,723,852 and $ 850,782

assets recognized from the acquisition of IFP were allocated to the United Kingdom operating and reportable segment.

cumulative balance of the accumulated amortization as of June 30, 2025 and 2024 was $ 2,835,057 and $ 1,723,852

respectively.

related to the amortization of intangible assets charged to the Consolidated Statements of Operations and Other Comprehensive Income

(Loss) for the years ended June 30, 2024 and 2023 was $ 947,436

and $ 805,764 ,

related to the amortization of intangible assets charged to the consolidated statements of operations and other comprehensive income (loss) for the years ended June 30, 2025 and 2024 was $ 949,288 and $ 947,436 , respectively.

expense for the intangible assets is expected to be as follows over the next five years, and thereafter:

5 unchanged sentences

June 30, 2024

Grant refundable to Australian Government

Accounts and other payables

Deferred consideration *

Goods and services tax payable

Accrued compensation and related payables

consideration relates to the fair value of $ 208,500

in relation to 500,000

Series C Preferred Stock that was 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.

Effective one year after the IFP Closing, the 500,000 Closing

Holdback Shares were issued and immediately converted into an aggregate of 6,248 shares of common stock (as adjusted for

Company’s Reverse Stock Splits), hence none outstanding as at 30 June, 2024.

See Note 5 for further details of the IFP

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 reduced by:

of 10 % of the Company’s monthly worldwide gross revenue received in the preceding month;

of sales by the Company to the distributor.

The Company assumed a note payable due to a distributor as part of an acquisition.

The unpaid principal balance of the loan accrues interest at a rate of 0.97 % per annum.

The balance is reduced by (i) payments of 10%

of the Company’s monthly worldwide gross revenue received in the preceding month and (ii) 50% of sales by the Company to the distributor

classification of the notes payables is based on sales forecast prepared by the management.

Company assumed a non-cancellable operating lease agreement in relation to IFP Acquisition on October 4, 2022.

Additionally, the Company

also entered into another non-cancellable 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 has two non-cancellable operating leases

with original lease periods expiring in August 2025 and April 2026.

components of operating lease expense are as follows:

OF LEASE EXPENSES

SCHEDULE OF LEASE EXPENSES

Year Ended June 30,

1 unchanged sentence

Interest on operating lease liabilities

Total operating lease costs

of June 30, 2024, the weighted average remaining lease-term and discount rate on the Company’s leases were 1.3 years and 13.2 %,

respectively.

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.

Total lease expense

As of June 30, 2025 and 2024, the weighted average

remaining lease-term was 0.5 years and 1.3 years, respectively, and the weighted-average discount rate was 13.2 % .

reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the consolidated balance sheet

as of June 30, 2025, is as follows:

OF MATURITIES OF OPERATING LEASES TO OPERATING LEASE LIABILITIES

SCHEDULE OF MATURITIES OF OPERATING LEASES TO OPERATING LEASE LIABILITIES

Total lease payments

imputed interest

Present value of lease liabilities

present value discount

Lease liabilities

SHAREHOLDERS’ EQUITY

of June 30, 2024, there were warrants outstanding to purchase shares amounting to 6,310,684 of common stock 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 including reverse stock splits.

Company accounts for warrants in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging - Contracts on an Entity’s

Own Equity, and determined that the warrants do not meet the criteria for liability treatment thereunder.

2024 Private Placement

March 8, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional

and accredited investors for the sale by the Company of (i) 675,183 shares (the “Shares”) of the Company’s common stock,

(ii) Series I Pre-Funded Common Stock purchase warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 1,548,150

shares of common stock, (iii) Series H-1 warrants to purchase up to an aggregate of 2,223,333 shares of common stock (the “Series

H-1 Warrants”), and (iv) Series H-2 warrants to purchase up to an aggregate of 2,223,333 shares of common stock (the “Series

H-2 Warrants” and, collectively with the Series H-1 Warrants and Pre-Funded Warrants, the “March Warrants”), in a private

placement offering (the “March 2024 Offering”).

The combined purchase price of one share of common stock (or one Pre-Funded

Warrant) and accompanying Series H-1 Warrant and Series H-2 Warrant was $ 4.55 .

The March 2024 Offering closed on March 12, 2024.

to certain ownership limitations, the March Warrants are exercisable upon issuance.

Each Pre-Funded Warrant is exercisable into one share

of common stock at a price per share of $ 0.01 (as adjusted from time to time in accordance with the terms thereof) and may be exercised

at any time until the Pre-Funded Warrants are exercised in full.

Each Series H-1 Warrant and Series H-2 Warrant is exercisable into one

share of common stock at a price per share of $ 4.55 (as adjusted from time to time in accordance with the terms thereof).

H-1 Warrants have a term of eighteen months following the date a registration statement registering all warrant shares underlying the

Series H-1 Warrants is declared effective by the SEC.

The Series H-2 Warrants have a term of exercise equal to five ( 5 ) years, which

will be reduced to 20 calendar days following any date the Company makes a public announcement of 510(k) clearance by the U.S.

Drug Administration of the Company’s Intelligent Fingerprinting Drug Screening System.

gross proceeds to the Company from the March 2024 Offering were approximately $ 10.10 million, before deducting the placement agent’s

fees and other offering expenses, and excluding the proceeds, if any, from the cash exercise of the March Warrants.

The Company intends

to use the net proceeds from the March 2024 Offering for working capital and for general corporate purposes.

connection with the Purchase Agreement, the Company entered in a Registration Rights Agreement and agreed to file by March 18, 2024,

a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of common stock sold

to investors and the shares of common stock issuable upon exercise of the March Warrants, which was effective as of March 28, 2024.

Shares, the March Warrants, and the shares issuable upon exercise of the March Warrants were sold and issued without registration under

the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2)

of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act

as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

March 8, 2024, the Company entered into a Placement Agency Agreement with Ladenburg Thalmann & Co.

(the “Agent”)

pursuant to which the Company agreed to pay the Agent (i) a cash fee equal to 8.0% of the gross proceeds received by the Company in the

March 2024 Offering, (ii) a management fee equal to 1.0% of the gross proceeds received by the Company in the March 2024 Offering, (iii)

common stock purchase warrants to purchase such number of shares of common stock equal to 5% of the aggregate number Shares and Pre-Funded

Warrants sold in the March 2024 Offering, which warrants are to have an exercise price equal to 125% of the offering price per share

and an expiration date of 5 years from issuance (the “Placement Agent Warrants”);

(iv) a cash fee equal to 9.0% of the gross

proceeds received by the Company from the cash exercise of any H-1 Warrants and H-2 Warrants;

and (vi) reimbursement of the Agent’s

expenses in an amount up to $ 145,000 .

The Placement Agent Warrants and the shares issuable upon exercise of the Placement Agent Warrants

were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving

a public offering and in reliance on similar exemptions under applicable state laws.

Inducement Transaction

February 4, 2024, the Company entered into warrant inducement agreements (the “Inducement Agreements”) with certain accredited

and institutional holders (collectively, the “Holders”) of the Company’s outstanding Series E Warrants issued on October

4, 2023 (the “Series E Warrants”).

Pursuant to the Inducement Agreements, each Holder that exercised its Series E Warrants

pursuant to the Inducement Agreement received one (1) replacement warrant (a “Series G Warrant”) for each Series E Warrant

exercised (the “Warrant Inducement Transaction”).

The Series E Warrants had an exercise price of $ 2.9232 per share.

G Warrants are exercisable immediately upon issuance, expire on the five and one half ( 5.5 ) year anniversary of the date of issuance,

and have an initial exercise price equal to $ 4.50 per share.

closing of the Warrant Inducement Transaction took place on February 7, 2024.

Gross proceeds to the Company from the exercise of the

Series E Warrants was approximately $ 1.77 million, prior to deducting closing costs and placement agent fees.

As a result of the Holders

exercising the Series E Warrants, the Company issued an aggregate of 606,064 shares of common stock.

issuance of the Series G Warrants was made in reliance upon an exemption from the registration requirements pursuant to Section 4(a)(2)

of the Securities Act.

2023 Offering

October 4, 2023, the Company completed an underwritten public offering of its securities in the form of units (the “October 2023

Offering”) consisting a total of 2,232,221 shares ( 186,018 shares post January 2024 Reverse Stock Split) of common stock, 5,728,723

shares of the Company’s Series E Convertible Preferred Stock (each share of Series E Preferred Stock is convertible into one share

the Company’s common stock (1/12 share post January 2024 Reverse Stock Split)), (“Series E Preferred Stock”), 7,960,944

warrants ( 663,412 warrants post January 2024 Reverse Stock Split) to purchase shares of common stock that will expire on the five-and-a-half-year

anniversary of the original issuance date (the “Series E Warrants”), and 7,960,944 warrants ( 663,412 warrants post January

2024 Reverse Stock Split) to purchase shares of common stock that will expire on the one-and-a-half-year anniversary of the original

issuance date (the “Series F Warrants”, collectively with the Series E Warrants, the “Warrants”).

Each Unit consisted

of one share of common stock (1/12 share post January 2024 Reverse Stock Split) (or one share of Series E Preferred Stock), one Series

E Warrant and one Series F Warrant.

The Units were priced at a combined public offering price of $ 0.55 per unit for initial gross proceeds

of approximately $ 4.38 million.

Net proceeds to the Company, after deducting the underwriting discounts and commissions and estimated

offering expenses payable by the Company, were approximately $ 3.79 million.

original exercise price of the Series E Warrants was $ 0.55 per share ($ 6.60 post-Company’s Reverse Stock Splits) which was subject

to a one-time reset to a price equal to the lesser of (i) the then exercise price and (ii) 90% of the five-day volume weighted average

price for the five trading days immediately following the date the Company effects a reverse stock split.

As a result of the January

2024 Reverse Stock Split, the exercise price of the Series E Warrants was reset to $ 2.9232 per share.

The original exercise price of

the Series F Warrants was $ 0.55 per share ($ 6.60 post-Company’s Reverse Stock Splits) but is subject to an alternate cashless exercise

option pursuant to which the holder has the right to receive an aggregate number of shares of common stock on a one-for-one basis (one-for-1/12

post-Company’s Reverse Stock Splits) (subject to adjustment) .

Company also agreed to issue to the Underwriters, warrants to purchase up to 5.0 % of the shares of common stock (or common stock equivalents)

sold in the October 2023 Offering (which equaled 398,047 shares of common stock ( 33,171 shares post January Reverse Stock Split)).

warrants have an exercise price of $ 0.6875 per share ($ 8.25 post January 2024 Reverse Stock Split) and will terminate on October 2, 2028.

on October 4, 2023, following the one-year anniversary of the IFP Acquisition, the Company issued 74,971

shares post January 2024 Reverse Stock Split) shares of common stock to the IFP Sellers in connection with the release of the 500,000

Closing Holdback Shares, which consisted of Series C Preferred Stock that were then immediately converted to common stock at a rate

shares ( 0.0125

shares post-Company’s Reverse Stock Splits) of common stock per share of Series C Preferred Stock.

See Note 5 for further

details of the IFP Acquisition.

to the October 2023 Offering, all 5,728,723 shares of the outstanding Series E Preferred Stock were converted into an aggregate of 5,728,723

shares ( 477,394 post-Company’s Reverse Stock Splits) of common stock.

Additionally, the Company issued 7,346,178 shares ( 612,182

post-Company’s Reverse Stock Splits) of common stock pursuant in connection with the cashless exercise of the Company’s Series

The Company is authorized

to issue 100,000,000 shares of common stock with a par value of $ 0.01 per share, of which 7,323,261 and 3,456,000 were issued and outstanding

as of June 30, 2025 and 2024, respectively.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock

with a par value of $ 0.01 per share, of which 4,012,276 shares have been designated Series C

Convertible Preferred Stock 5,728,723 shares have been designated Series E Convertible Preferred Stock.

There were no shares of preferred stock issued or outstanding as of June 30, 2025 and 2024.

of June 30, 2025, there were warrants outstanding to purchase shares amounting to 5,508,496 of common stock, held by certain shareholders, with exercise prices

ranging from $ 0.01 to $ 4,488 per share and a weighted-average exercise price of $ 16.07 per share.

Each warrant initially represented the

right to purchase one share of the Company’s common stock and was subject to adjustment upon the occurrence of specified events

including reverse stock splits.

The Company raised approximately $ 7,939 and issued 799,447 shares of common stock in connection

with the exercise of outstanding warrants for the years ended June 30, 2025, respectively and the Company raised approximately $ 6,551,000 through the issuance

of 655,086 shares of common stock upon the exercise of outstanding warrants the years ended June 30, 2024, respectively.

The Market (ATM) Offering

a result of the sale of shares of common stock by the Company pursuant to the previously disclosed ATM Agreement between the Company

and Ladenburg, the Company has raised approximately $ 2,449,962 (net of commissions of approximately $ 75,774 paid to Ladenburg) as of August 12,

Of this amount, the Company raised approximately $ 2,251,540 (net of commissions of approximately $ 69,637 paid to Ladenburg)

through the sale and issuance of 1,434,659 shares of Company common stock pursuant to the ATM Agreement during the period between

September 18, 2024, through to June 30, 2025.

During the three months ended June 30, 2025, the Company raised approximately $ 765,201 (net of commissions of approximately

$ 23,666 paid to Ladenburg) through the sale and issuance of 514,296 shares of Company common stock pursuant to the ATM Agreement.

February 20, 2025, the Company entered into an underwriting agreement with Ladenburg, as representative (the February Representative)

for the underwriters named in Schedule 1 thereto, relating to an underwritten public offering of 1,304,348 shares of the Company’s

common stock.

The public offering price for each share was $ 2.00 per share and the February Underwriters agreed to purchase 1,304,348

The Company granted the February Underwriters a 45-day option to purchase an additional 195,652 shares of common stock at the

public offering price of $ 2.00 per share, less the underwriting discounts and commissions.

On February 20, 2025, the February Representative

fully exercised the over-allotment option to purchase an additional 195,652 shares of common stock.

All of the shares were sold by the

The February Offering closed on February 21, 2025.

As a result of the overallotment option being exercised in full, the Company

raised approximately $ 2,645,000 (net of underwriting discounts and commissions of approximately $ 355,000 ).

February 29, 2024, the Company entered into an Investor Relations and Corporate Development Advisory Agreement (the

“ClearThink Agreement”) with ClearThink Capital LLC (“ClearThink”) pursuant to which ClearThink provides

certain advisory and investor relations services to the Company.

As consideration for such services, the Company agreed pay a fee

consisting of:

(a) an initial grant of 5,260

restricted shares of common stock (the “Initial Grant”) and (b) a monthly fee consisting of (i) a cash fee of a $ 5,000

per month, and (ii) a grant of restricted common stock with a value of $ 4,000

per month ($ 12,000

per three-month period (a “Quarter”)), with the number of shares of common stock in each such Quarterly issuance (each a

“Quarterly Grant”) calculated on the first business day of each Quarter based on the closing price of the

Company’s common stock on the last trading day of the immediately preceding Quarter.

The ClearThink Agreement remains in

effect until terminated by either party after three months from the effective date.

For the year ended June 30, 2025, the Company

recognized $ 48,000

of expense related to the ClearThink Agreement in the accompanying consolidated statements of operations and comprehensive income (loss).

The Company issued 33,655

restricted stocks to ClearThink during the year ended June 30, 2025.

payments under 2019 Stock Incentive Plan

2019 Long Term Incentive Plan, the 2019 Stock Incentive Plan, was originally adopted by the Board and approved by the Company’s

stockholders on June 18, 2019.

The purpose of the 2019 Stock Incentive Plan is to enable the Company to offer its employees, officers,

directors and consultants whose past, present and/or potential future contributions have been, are, or will be important to the Company’s

Under the 2019 Stock Incentive Plan the Company may grant certain employees, consultants and advisors an award, such as (a)

incentive stock options, (b) non-qualified stock options, (c) stock appreciation rights (d) restricted stock and (e) RSUs, of the Company.

2019 Plan is administered by the Board of Directors or by a committee of the Board.

As approved by the Company’s board and stockholders,

the third plan amendment provides for 133,333 shares of the Company’s common stock to be available for issuance under the 2019

Stock Incentive Plan.

Shares of stock subject to other awards that are forfeited or terminated will be available for future award grants

under the 2019 Stock Incentive Plan.

February 29, 2024, the Company entered into a Consulting Agreement (the “C2C Agreement”) with C2C Advisors Inc.

(“C2C”) pursuant to which C2C will provide certain advisory and investor relations services to the Company.

consideration for such services, the Company agreed to pay a fee consisting of:

(a) a cash fee of $ 25,000

per month and (b) a single grant of 37,500

restricted shares of common stock (the “C2C Grant Shares”).

The C2C Agreement had an initial term of 6 months expiring on August 29, 2024.

Subsequent to the expiration of the initial term, the agreement is continuing on month-on-month

rolling basis.

year ended June 30, 2024, the Company recognized $ 179,625

of expense related to the C2C Agreement in the accompanying consolidated statements of operations.

February 29, 2024, the Company entered into an Investor Relations and Corporate Development Advisory Agreement (the “ClearThink

Agreement”) with ClearThink Capital LLC (“ClearThink”) pursuant to which ClearThink provides certain advisory and investor

relations services to the Company.

As consideration for such services, the Company agreed pay a fee consisting of:

(a) an initial grant

of 5,260 restricted shares of common stock (the “Initial Grant”) and (b) a monthly fee consisting of (i) a cash fee of a

$ 5,000 per month, and (ii) a grant of restricted common stock with a value of $ 4,000 per month ($ 12,000 per three-month period (a “Quarter”)),

with the number of shares of common stock in each such Quarterly issuance (each a “Quarterly Grant”) calculated on the first

business day of each Quarter based on the closing price of the Company’s common stock on the last trading day of the immediately

preceding Quarter.

The ClearThink Agreement remains in effect until terminated by either party after three months from the effective

For the year ended June 30, 2024, the Company recognized $ 25,195 of expense related to the ClearThink Agreement in the accompanying

consolidated statements of operations respectively.

the year ended June 30, 2024, the Company granted 5,762 shares of restricted stock at a weighted average grant date fair value of $ 3.40

to certain employees.

The Company recognized $ 19,578 of expense related to these awards in the accompanying consolidated statement of

All restricted stock granted during the year ended June 30, 2024, vested immediately.

There are no unvested shares of restricted

stock as of June 30, 2024, and 2023.

There is no unrecognized share-based compensation expense as of June 30, 2024.

September 25, 2024, the Company granted its employees 99,500

shares of common stock as compensation.

The Company recorded stock compensation expense of $ 190,045 ,

based on a grant date fair value of $ 1.91

per share in the accompanying consolidated statement of operations and comprehensive income (loss).

All shares of common stock granted vested

immediately and there is no unrecognized share-based compensation expense as of June 30, 2025.

FAIR VALUE MEASUREMENTS

Company held back 500,000 Series C Preferred Stock (Closing Holdback Shares), from the IFP Sellers for one year after the IFP Closing

to secure potential indemnification claims by the Company against the IFP Sellers.

Each share of Series C Preferred Stock was convertible

into 0.0125 shares of common stock (as adjusted for January 2024 Reverse Stock Split).

one year after the IFP Closing, the 500,000 Closing Holdback Shares were issued and immediately converted into an aggregate of 6,248

shares of common stock (as adjusted for January 2024 Reverse Stock Split).

Note 5 for further information and disclosures relating to the conversion of the Series C Preferred Stock, including the Closing Holdback

following table provides a reconciliation of the beginning and ending balance of the Closing Holdback Shares (in the form of Series C

Preferred Stock) measured at fair value on a recurring basis during the period:

OF CLOSING HOLDBACK SHARES OF SERIES C PREFERRED STOCK AT FAIR VALUE ON RECURRING

The Company held back 500,000 Series C Preferred Stock

(“Closing Holdback Shares”), from former owners of an acquired entity for one year after the closing of the acquisition to

secure potential indemnification claims by the Company against the former owners of the acquired entity.

Each share of Series C Preferred

Stock was convertible into 0.0125 shares of common stock.

Effective one year after the closing of the acquisition, all Closing Holdback

Shares were issued and immediately converted into an aggregate of 6,248 shares of common stock.

The following table provides a reconciliation of the beginning and ending

balance of the Closing Holdback Shares (in the form of Series C Preferred Stock):

SCHEDULE OF CLOSING HOLDBACK SHARES OF SERIES C PREFERRED STOCK AT FAIR VALUE ON RECURRING

Preferred stock

4 unchanged sentences

Balance at June 30, 2024

Fair value gain on revaluation of holdback Series C Preferred Stock

Conversion of Series C Preferred Stock into Common Stock

Balance at June 30, 2024

Company did not have assets or liabilities carried at fair value using Level 1 inputs as of June 30, 2024 and 2023.

Company did not have assets or liabilities carried at fair value using Level 3 inputs as of June 30, 2024 and 2023.

Company has not transferred any assets between fair value measurement levels during the years ended June 30, 2024 and 2023.

RELATED-PARTY TRANSACTIONS

2023 Offering

Sakiris, our Chief Financial Officer, purchased 112,727

units on the same terms as the other purchasers in the October 2023 Offering.

Christopher Towers, a member of our Board, at the

time of the October 2023 Offering, purchased 9,090

units on the same terms as the other purchasers in the October 2023 Offering.

Each unit consisted of one share of common stock, one

Series E Warrant and one Series F Warrant.

The units were priced at a combined public offering price of $ 0.55 per unit.

COMMITMENTS AND CONTINGENCIES

February 9, 2024, the Company signed an agreement with Cliantha Research to conduct a clinical study as a part of the Company’s

FDA 510(k) clinical study plan.

As a part of the agreement, the Company is committed to pay $ 494,197 on completion of certain milestones.

As of June 30, 2024, $ 197,679 remains payable under the agreement.

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.

Based on information

currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be

expected to have a material adverse effect on its financial condition, results of operations or liquidity.

However, legal matters are

inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company.

August 1, 2024, the Company signed an agreement with CenExel to perform a method comparison clinical study as part of the

Company’s FDA 510(k) clinical study plan.

As a part of the agreement, the Company is committed to pay $ 381,204

on completion of certain milestones.

As of June 30, 2025, $ 89,007

remains payable under the agreement, which is accrued within current liabilities in the accompanying consolidated balance sheets within

accounts payable and accrued expenses.

Legal Proceedings

From time to time, the Company may become a

party to various legal proceedings arising in the ordinary course of business.

Based on information currently available, the Company is

not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect

on its financial condition, results of operations or liquidity.

However, legal matters are inherently uncertain, and the Company cannot

guarantee that the outcome of any potential legal matter will be favorable to the Company.

Company computes income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes .

4 unchanged sentences

Realization of

our net operating loss carryforward was not reasonably assured as of June 30, 2024 and 2023, and we have recorded a valuation allowance

of $ 10,421,568 and $ 9,530,704 ,

respectively, against deferred tax assets in excess of deferred tax liabilities.

our net operating loss carryforward was not reasonably assured as of June 30, 2025 and 2024, and the Company has recorded a valuation allowance

of $ 12,698,469 and $ 10,421,568 , respectively against deferred tax assets in excess of deferred tax liabilities.

components of net deferred taxes are as follows:

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2024

June 30, 2023

Deferred tax assets (liabilities):

Net operating loss - U.S.

Net operating loss - Foreign

Employee benefits

Inventory adjustments

Foreign exchange

Total deferred tax assets, net

Ended June 30,

operating loss - U.S.

operating loss - Foreign

lease liabilities

valuation allowance

1 unchanged sentence

( 10,421,568 )

Net deferred taxes

tax assets after valuation allowance

tax liabilities:

lease right-of-use assets

tax liabilities

deferred tax asset

statutory income tax rate is expected to be approximately 21%.

2 unchanged sentences

Year Ended June 30,

reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense

reported in the accompanying consolidated financial statements is as follows:

reconciliation of statutory tax rates to effective tax rates were as follows in each of the periods presented:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Year Ended June 30,

Federal income taxes at statutory rate

Different tax rate of subsidiary

Permanent differences

Cumulative adjustment to deferred taxes

Return to provision

Change in state tax rates and other

Change in valuation allowance

Effective tax rate

Deferred tax assets and liabilities reflect the net tax effects of (a) temporary

differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax

purposes and (b) operating loss and tax credit carryforwards.

Significant components of our deferred tax assets and liabilities were

as follows for each of the dates presented:

SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT)

5 unchanged sentences

Permanent differences

Tax benefit on carry forward losses of acquired business

( 3,289,886 )

Cumulative adjustment to deferred taxes

Return to provision

Change in state tax rates and other

1 unchanged sentence

Total income tax provision (benefit)

of June 30, 2024, and 2023, the Company had federal and foreign income tax net operating loss carry forwards of approximately $ 49,097,053 and $ 44,492,527 ,

of June 30, 2025 and 2024, the company had federal and foreign income tax net operating loss carry forwards of $ 59,006,727 and

$ 49,097,053 , respectively, which expire at various dates ranging from 2038 through unlimited expiration.

LOSS PER SHARE

loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common

stock or common stock equivalents outstanding after adjusting for the February 2023 Reverse Stock Split, and the January 2024 Reverse

Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution

that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

Basic loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock or common stock equivalents outstanding.

Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

7 unchanged sentences

periods presented because their effect would have been anti-dilutive:

Post-Consolidated

Company Reverse Stock Split:

Anti-dilutive warrants

OF ANTI-DILUTIVE WARRANTS

Year Ended June 30,

SCHEDULE OF ANTI-DILUTIVE WARRANTS

June 30, 2025

June 30, 2024

Anti-dilutive

SUBSEQUENT EVENTS

No material subsequent events have taken place

that require disclosure in this financial report noted between June 30, 2024, and the date of this report.

At The Market (ATM) Offering

The Company raised approximately $ 198,421 (net of

commissions of approximately $ 6,137 paid to Ladenburg) through the sale and issuance of 110,397 shares of common stock between June 30,

2025, through August 12, 2025.

On July 25, 2025, the Company entered into warrant

exercise inducement offer letters (each an “Inducement Agreement”) with certain existing holders of certain Company warrants

(collectively, the “Holders”) to receive new warrants (the “Inducement Warrants” or “Series J Warrants”)

to purchase up to a number of shares of the Company’s common stock equal to 200% of the number of warrant shares to be issued pursuant

to the exercise (or prepayment) of Series G Warrants and Series H-1 Warrants (“Existing Warrants”).

Pursuant to the

Inducement Agreements, the Company reduced the exercise price for such Existing Warrants to $ 1.90

per share (the “Reduced Exercise Price”), and the Holders:

(i) exercised the Existing Warrants (Series G and Series

H-1 Warrants) to purchase 1,545,494

shares of the Company’s common stock;

and (ii) prepaid $ 1.89

per share of the Reduced Exercise Price for Series H-1 Warrants to purchase 477,734

shares of the Company’s common stock in consideration of the Company further reducing the exercise price of Series H-1

Warrants to purchase 477,734

shares of the Company’s common stock to $ 0.01

The gross proceeds to the Company from the exercise (or prepayment

of the exercise price) of the Existing Warrants were approximately $ 3.8

million, prior to deducting placement fees and estimated offering expenses.

The Inducement

Warrants (Series J Warrants) have an initial exercise price equal to $ 1.90

per share and will expire five and one-half ( 5.5 )

years from the date of issuance.

The Inducement Warrants will be exercisable upon the Company’s receipt of stockholder

approval of the exercise of the Inducement Warrants into an aggregate of up to 4,046,456

shares of common stock.

Cambridge, England

On August 12, the Company entered into a lease renewal

agreement for its multifunctional facility located at Cambridge, England, which will replace the existing lease that is set to expire

on August 31, 2025.

The new lease term begins on September 1, 2025 and

extends through August 31, 2035.

Under the amended agreement, the Company has agreed to pay monthly base rent of approximately $ 24,800 ,

compared to $ 22,600 under the existing lease.

The renewal also provides for an increase on September 1, 2029 of the monthly rental amount

to current market rates and includes an option to break the lease on September 1, 2030, subject to providing 9 months written notice.

Sydney, Australia

On August 11, 2025, the Company signed a Heads of

Agreement (HOA) for its office/warehouse space located at Sydney, Australia.

HOA sets out the key terms of a lease renewal agreement which

will replace the existing lease that is set to expire on April 25, 2026.

The new lease term will begin on April 26, 2026 and

extends through April 25, 2029.

Under the HOA, the Company has agreed to pay monthly base rent of approximately $ 4,189 , compared to $ 3,592

under the existing lease.

Other than the event noted, no material subsequent

events have taken place that require disclosure in these consolidated financial statements noted between June 30, 2025, and the date

of this report.

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