INTELLIGENT BIO SOLUTIONS INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as 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. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were ineffective due to the material weakness in internal control 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. 52 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a -15(f) under the Exchange Act. Our internal control was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the Internal Control-Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was not effective as of June 30, 2025, due to the material weaknesses described below. Material Weakness In 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. Ongoing Remediation Plan Management is committed to continuing the steps necessary to remediate the control deficiencies that constituted the above material weaknesses. 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 review of schedules, calculations and journal entries that support financial reporting, to provide oversight, structure and reporting lines to provide additional review over our 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; ● We have recruited and plan to recruit additional financial reporting and accounting personnel with adequate knowledge of US GAAP and SEC rules; ● We are in the process of engaging outside consultants to assist us in our evaluation of the design, implementation and documentation of internal controls that address the relevant risks, to provide appropriate evidence of performance of our internal controls (including completeness and accuracy procedures); and ● 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. As we continue to evaluate, and work to improve, our internal control over financial reporting, management may determine that additional measures to address control deficiencies or modifications to the remediation plan are necessary. Changes in Internal Control Over Financial Reporting Other than the ongoing remediation effort, described above, there have been no changes to the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d 15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitation on the Effectiveness of Internal Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. ITEM 9B. OTHER INFORMATION. During 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 53 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors 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. There are no family relationships among any of our directors or executive officers. Our business is managed under the direction of our Board, which currently consists of the individuals listed below: Director Age + Position(s) with the Company Director Since Steven Boyages* 68 Chairman of the Board (Nominating and Corporate Governance Committee Chair) Former Interim Chief Executive Officer (October 29, 2021 – October 26, 2022) July 2020 Jonathan S. Hurd* 55 Director, (Compensation Committee Chair) April 2018 Jason Isenberg* 52 Director October 2022 Nicola Fraser* 49 Director, (Audit Committee Chair) June 2024 + As of August 12, 2025 * Independent Steven Boyages MB MS BS PhD Dr. Steven Boyages, 68, is a practicing clinician in diabetes and endocrinology with more than 30 years’ experience in medicine, including multiple executive positions. Dr Boyages held the position of Interim Chief Executive Officer of the Company for less than one year, from October 29, 2021, to October 26, 2022. Dr. Boyages also previously held the position of Chief Executive of the Sydney West Area Health Service (SWAHS) from February 2002 to May 2011, which is now known as Western Sydney Local Health District, covering a population of approximately 1.2 million people, SWAHS employed more than 15,000 staff and had a gross operating budget of $2 billion, managing $1.6 billion worth of assets. Dr. Boyages has also served as Medical Director for eHealth New South Wales and was the founding Chief Executive of the Clinical Education and Training Institute (CETI) New South Wales, Australia, set up to ensure the development and the delivery of clinical education and training across the NSW public health system. Previous to this, Dr. Boyages was the Director of Diabetes and Endocrinology at Westmead Hospital, from February 1990 to December 1999. During this time, Dr. Boyages’ major achievements were to define the pathophysiology of thyroid hormone deficiency on brain development secondary to iodine deficiency; to develop prevention strategies in iodine deficient communities in China, India, Indonesia and Northern Italy; to define the impact of Growth Hormone excess and deficiency in adults and to develop innovative population health models of care for people with diabetes. Dr. Boyages continues an active research career in a range of fields, but mostly in the pursuit of better models of chronic disease prevention and management. Dr. Boyages was the founding director of the Centre for Research and Clinical Policy in NSW Health in 1999, during which time he established the Priority Health Programs (receiving $15 million in funding per annum), doubled the Research Infrastructure Grants Program, established the Quality Branch of NSW Health and was appointed as Clinical Advisor to the Director General to implement the Government Action Plan for Health Reform. Additionally, Dr. Boyages was instrumental in establishing and securing funding for the NSW biotechnology strategy, BioFirst, a $150 million investment. We believe that Dr. Boyages is well-qualified to serve on our Board of Directors due to his medical expertise and research and development experience. He also has extensive experience in financial management, board and corporate governance, government relations and regulatory affairs. 54 Jonathan S. Hurd, CAMS Mr. Hurd, 54, has been a member of our Board of Directors since April 2018 and chairs the Company’s Compensation Committee. He previously served as our Chairman of the Board from August 2018 to November 2019. Mr. Hurd has expertise in broker-dealer and investment advisory regulations and is well versed in FINRA and SEC rules and regulations. Mr. Hurd has served as Founder and CEO at Asgard Regulatory Group, or “Asgard,” since founding the firm in 2008. Asgard provides consulting, advisory and risk management services to broker-dealer, investment adviser, hedge funds, private equity, and banking clients both domestically and abroad. Prior to starting Asgard, Mr. Hurd was the Chief Compliance Officer for several financial institutions. His experience involved full-service broker-dealers, investment advisory firms, bank-broker-dealers and mortgage-backed securities. Mr. Hurd also served on the Board of Directors for many of these companies. Prior to working at these financial institutions, Mr. Hurd was a Supervisor of Examiners at FINRA, previously NASD, in the New York District Office. While with FINRA, he supervised routine examinations of FINRA member firms, and conducted large-scale enforcement cases jointly with the Justice Department and Federal Bureau of Investigations. Mr. Hurd also assisted the District Office with its ongoing training of new examiners. In addition, from 2005 to 2011, Mr. Hurd was a Senior Adjunct Professor in the Townsend School of Business at Dowling College, where he instructed MBA students in matters relating to the United States securities markets and financial institutions. He was responsible for introducing students to the subjects of financial derivatives, foreign stock exchange, hedge transactions and risk management. Mr. 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. Hurd is well-qualified to serve on our Board of Directors due to his substantial experience in corporate finance, his expertise in the regulation and functioning of securities markets and his widespread relationships in the financial industry. Jason Isenberg Mr. Isenberg, 52, has been a member of our Board since October 2022. Mr. 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. Mr. 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. Nicola Fraser Nicola Fraser, age 49, has been a member of our Board of Directors since June 7, 2024, and chairs the Company’s Audit Committee. Ms. 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. From 2015 to 2018, prior to founding NextKey, Ms. Fraser served as 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. Ms. Fraser is an active CPA, licensed in Texas, and holds an AICPA Chartered Global Management Accountant (CGMA) designation. We believe Ms. 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. 55 Corporate Governance Overview We 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 contained on or accessible through our website is not incorporated by reference in, or considered part of this report. 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) 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.” 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. Board Leadership Structure and Role in Risk Oversight Our Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide effective oversight of management. Our Bylaws provide our Board with flexibility to combine or separate the positions of chairperson of the Board of Directors and Chief Executive Officer. The Board believes that our optimal leadership framework at this time is to have Harry Simeonidis serve as President and Chief Executive Officer, and to have the Board composed of a majority of independent directors. As a company in the highly regulated medical device and product industries, we and our shareholders benefit from a chief executive officer with deep experience and leadership in, and knowledge of, the medical device industry. In his role of the President and Chief Executive Officer, Mr. Simeonidis is responsible for handling the day-to-day management direction of the Company, serving as a leader to the management team, and formulating corporate strategy. Although management is responsible for the day-to-day management of the risks we face, our Board of Directors and its committees take an active role in overseeing management of our risks and has the ultimate responsibility for the oversight of risk management, 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. In addition, we expect that committees will assist the Board of Directors in fulfilling its oversight responsibilities regarding risk. The Audit Committee will coordinate the Board of Directors’ oversight of our internal control over financial reporting, disclosure controls and procedures, related party transactions and code of conduct and corporate governance guidelines. Management will regularly report to the Audit Committee on these areas. The Compensation Committee will assist the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. When any of the committees receives a report related to material risk oversight, the chairperson of the relevant committee will report on the discussion to the full Board of Directors. 56 Committees of the Board of Directors Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The following table provides the current membership information for each of the Board committees. Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee Steven Boyages X X X (Chairperson) Jonathan S. Hurd X X (Chairperson) X Jason Isenberg - X X Nicola Fraser X (Chairperson) - - 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. Audit Committee We have established an Audit Committee of the Board of Directors in accordance with Section 3(a)58(A) of the Exchange Act, which consists of Ms. Fraser, Mr. Boyages and Mr. Hurd, each of whom is an independent director under the Nasdaq listing standards applicable to audit committees. Nicola Fraser qualifies as an “audit committee financial expert” as defined in the rules and regulations established by the SEC. Our Audit Committee oversees our corporate accounting, financial reporting practices and the audits of financial statements. The Audit Committee’s duties, which are specified in the Audit Committee Charter, include, but not be limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board of Directors whether the audited financial statements should be included in our Annual Report on Form 10-K; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; 57 ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies. Compensation Committee We have established a Compensation Committee of the Board of Directors that consists of Mr. Hurd, 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: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our principal executive officer’s compensation, evaluating our principal executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our principal executive officer based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The Compensation Committee Charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the Nasdaq Stock Market and the SEC. The Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with the Company’s certificate of incorporation, bylaws and other applicable law and Nasdaq Stock Market rules. 58 Nominating and Corporate Governance Committee We have established a Nominating and Corporate Governance Committee of the Board of Directors that consists of Mr. Boyages, Mr. Hurd and 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. Guidelines for Selecting Director Nominees: The guidelines for selecting nominees, generally provide that person to be nominated: ● should have demonstrated notable or significant achievements in business, education or public service; ● should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and ● should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders. The Nominating and Corporate Governance Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. Though the Nominating and Corporate Governance Committee does not have specific guidelines on diversity, it is one of many criteria considered by the Nominating and Corporate Governance Committee when evaluating candidates. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. The 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 Committee may do so by writing, by deadlines specified in the Bylaws, to the Secretary of the Company and providing information concerning the nominee and his or her proponent(s) required by the Bylaws. The Bylaws set forth further requirements for stockholders wishing to nominate Director candidates for consideration by stockholders including, among other things, that a stockholder must give timely written notice of an intent to make such a nomination to the Secretary of the Company. 59 Code of Business Conduct and Ethics The Company has adopted a written Code Ethics that applies to all officers, directors, and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. The Code Ethics is available on the Investors - Governance section of our website at www.ibs.inc. If the Company makes any substantive amendments to the Code Ethics or grants any waiver from a provision of the Code Ethics to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website. The information contained on or accessible through our website is not incorporated by reference in, or considered part of this report. Insider Trading Policy We have adopted an Insider Trading Policy that provides guidance to employees (including officers) and directors with respect to transactions in the Company’s securities. The Insider Trading Policy is designed to promote compliance with insider trading laws, rules and regulations and any listing standards applicable to the Company. The policy also prohibits directors, officers and other employees from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engaging in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities without our prior approval. 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based on a review of the copies of such reports furnished to the Company and written representations, during the fiscal year ended June 30, 2025, all Section 16(a) filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied. 60 Executive Officers 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. Name Age Positions Officer Since Harry Simeonidis 56 President October 2022- Present September 2017- October 2021 Chief Executive Officer October 2022- Present January 2020- October 2021 President Asia Pacific, Sales and Marketing October 2021- October 2022 Spiro Sakiris 63 Chief Financial Officer April 2019 - Present Harry Simeonidis Mr. Harry Simeonidis, 56, has served as our President and Chief Executive Officer since October 2022. Mr. Simeonidis served as our President Asia Pacific, Sales and Marketing from October 2021 to October 2022. Mr. Simeonidis also previously served as our President and a member of our Board of Directors from September 2017 until October 2021, and Chief Executive Officer from January 2020 until October 2021. Mr. Simeonidis has more than 27 years of experience in senior management roles in healthcare, pharmaceutical and life sciences businesses across the APAC Region. Previously, from March 2017 to December 2019, he served as the General Manager of FarmaForce Limited, an Australian company listed on the Australian Stock Exchange from April 2015 to March 2017, Mr. Simeonidis operated a private consulting firm, offering services predominantly to clients from the healthcare sector in Australia. From 2013 to April 2015, Mr. Simeonidis was General Manager of Surgery, Asia Pacific, at GE Healthcare. From 2003 to 2012, Mr. Simeonidis was the CEO for Australia and New Zealand at GE Healthcare. Spiro Sakiris Mr. 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 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. Mr. 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 in Australia, experienced in United States reporting under Public Company Accounting Oversight Board in the United States and a registered Tax Agent in Australia. 61 ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table provides information regarding the compensation earned during the fiscal years ended June 30, 2025 and 2024 by (i) individuals serving as our principal executive officer during the fiscal year ended June 30, 2025, (ii) our two other highest compensated executive officers (other than our principal executive officer) who were serving as executive officers as of June 30, 2025, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to the preceding clause (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal year ended June 30, 2025 (the “Named Executive Officers”). Name and principal position Year Salary Bonus Stock Awards (1) All other Compensation Total ($) ($) ($) ($) ($) Harry Simeonidis 2025 366,250 - 56,945 (2) 59,476 (3)(4) 482,671 Chief Executive Officer & President 2024 293,390 107,522 - 45,710 (4)(5) 446,622 Spiro Sakiris 2025 269,016 - 49,115 (6) 45,401 (4)(7) 363,532 Chief Financial Officer 2024 204,882 94,410 - 37,407 (4)(8) 336,699 * 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”). (1) The dollar amounts in this column represent the aggregate grant date fair value computed in accordance with ASC Topic 718– Compensation – Stock Compensation . (2) Represents stock compensation of $56,945, made under 2019 Long Term Incentive Plan. (3) Includes an annual automobile allowance of $15,558. (4) 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). (5) Includes an annual automobile allowance of $15,735. (6) Represents stock compensation of $49,115, made under 2019 Long Term Incentive Plan. (7) Includes an annual automobile allowance of $12,965. (8) Includes an annual automobile allowance of $10,927. 62 Outstanding Equity Awards at Fiscal Year End Our Named Executive Officers did not hold any outstanding equity awards as of June 30, 2025. All outstanding stock awards are fully vested. Employment and Related Agreements Compensation under the executives’ employment agreements in Australia is paid in Australian dollars. All amounts described below that are payable in Australian dollars have been converted to US dollars using the spot exchange rate of 0.6550 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. ● The Amendments modified the terms of each Employment Agreement to, among other things: (i) revise 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 area; 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 to include: (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. Sakiris’s 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. We also make certain contributions that are mandatory in Australia to a retirement fund for each of Mr. Sakiris and 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. Sakiris respectively (based on the Spot Rate). Each of Mr. Sakiris and Mr. Simeonidis employment agreements is terminable on six months’ notice either by our subsidiary or by the executive. 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. Each of the above-described employment agreements contain provisions protecting the Company’s confidential information and intellectual property. Each employment agreement also contains provisions restricting each executive’s ability to compete with the Company during his employment and for a period of up to six months thereafter in a specified geographic region. The non-compete provisions will generally impose restrictions on inducing the Company’s employees to leave the Company’s employment or soliciting clients of the Company. Pursuant to each employment agreement, each executive must devote all of his time, attention and skill to the performance of his duties, and neither executive may engage in any other business outside the Company without the Company’s prior written consent. 63 Superannuation Fund As required by Australian law, we contribute to standard defined contribution superannuation funds on behalf of all our Australian employees at an amount required by law, which is currently 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 are paid. 2019 Long Term Incentive Plan (“2019 Plan” or the “Plan”) The 2019 Plan was adopted by the Board and approved by the Company’s stockholders on June 18, 2019. The purpose of the 2019 Plan is to enable us to offer our employees, officers, directors and consultants whose past, present and/or potential future contributions to us have been, or will be important to our success, an opportunity to acquire a proprietary interest in us. The various types of incentive awards that may be provided under the 2019 Plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations and the size and diversity of our business. On February 8, 2023, the stockholders of the Company approved an amendment 2019 Plan increasing the aggregate number of shares available for issuance under the 2019 Plan from 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 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 The 2019 Plan is administered by the Compensation Committee. Subject to the provisions of the plan, the Compensation Committee determines, among other things, the persons to whom from time to time awards may be granted, the specific type of awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards, and any vesting, exchange, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related to the awards. Stock Subject to the 2019 Plan An aggregate of 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. 64 Under the 2019 Plan, in the event of a change in the number of shares of our common stock as a result of a dividend on shares of common stock payable in shares of common stock, common stock forward split or reverse split or other extraordinary or unusual event that results in a change in the shares of common stock as a whole, the committee will determine whether such change equitably requires an adjustment in the terms of any award in order to prevent dilution or enlargement of the benefits available under the plan or the aggregate number of shares reserved for issuance under the plan. Eligibility We may grant awards under the 2019 Plan to employees, officers, directors, and consultants of the Company and our subsidiaries and affiliates who are deemed to have rendered, or to be able to render significant services to us or our subsidiaries or affiliates and who are deemed to have contributed, or to have the potential to contribute, to our success. An incentive stock option may be granted under the plan only to a person who, at the time of the grant, is an employee of ours or our subsidiaries. Based on the current number of employees and consultants to the Company and on the current size of our Board of Directors, we estimate that as of June 30, 2025, approximately 50 individuals are eligible to participate in the 2019 Plan. Types of Awards Options. The 2019 Plan provides both for “incentive” stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended, or the “Code,” and for options not qualifying as incentive options, both of which may be granted with any other stock-based award under the plan. The committee determines the exercise price per share of common stock purchasable under an incentive or non-qualified stock option, which may not be less than 100% of the fair market value on the day of the grant or, if greater, the par value of a share of common stock. However, the exercise price of an incentive stock option granted to a person possessing more than 10% of the total combined voting power of all classes of our stock may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all shares of common stock with respect to which incentive stock options are exercisable by a participant for the first time during any calendar year (under all of our plans), measured at the date of the grant, may not exceed $100,000. An incentive stock option may only be granted within 10 years from the effective date of the 2019 Plan. An incentive stock option may only be exercised within ten years from the date of the grant, or within five years in the case of an incentive stock option granted to a person who, at the time of the grant, owns common stock possessing more than 10% of the total combined voting power of all classes of our stock. Subject to any limitations or conditions the committee may impose, stock options may be exercised, in whole or in part, at any time during the term of the stock option by giving written notice of exercise to us specifying the number of shares of common stock to be purchased. The notice must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in our securities or in a combination of the two. Generally, stock options granted under the plan may not be transferred other than by will or by the laws of descent and distribution and all stock options are exercisable, during the holder’s lifetime, only by the holder, or in the event of legal incapacity or incompetency, the holder’s guardian or legal representative. However, a holder, with the approval of the committee, may transfer a non-qualified stock option by gift to a family member of the holder or by domestic relations order to a family member of the holder or may transfer a non-qualified stock option to an entity in which more than 50% of the voting interests are owned by family members of the holder or the holder. Generally, if the holder is an employee, no stock options granted under the plan may be exercised by the holder unless he or she is employed by us or one of our subsidiaries or affiliates at the time of the exercise and has been so employed continuously from the time the stock options were granted. However, in the event the holder’s employment is terminated due to disability or normal retirement, the holder may still exercise his or her vested stock options for a period of 12 months, or such other greater or lesser period as the committee may determine, from the date of termination or until the expiration of the stated term of the stock option, whichever period is shorter. Similarly, should a holder die while employed by us or one of our subsidiaries or affiliates, his or her legal representative or legatee under his or her will may exercise the decedent holder’s vested stock options for a period of 12 months from the date of his or her death, or such other greater or lesser period as the Board or committee may determine, or until the expiration of the stated term of the stock option, whichever period is shorter. If the holder’s employment is terminated for any reason other than death, disability or normal retirement, the stock option will automatically terminate, except that if the holder’s employment is terminated by us without cause, then the portion of any stock option that is vested on the date of termination may be exercised for the lesser of three months after termination of employment, or such other greater or lesser period as the committee may determine but not beyond the balance of the stock option’s term. 65 Stock Appreciation Rights . Under the 2019 Plan, we may grant stock appreciation rights to participants who have been, or are being, granted stock options under the plan as a means of allowing the participants to exercise their stock options without the need to pay the exercise price in cash, or we may grant them alone and unrelated to an option. In conjunction with non-qualified stock options, stock appreciation rights may be granted either at or after the time of the grant of the non-qualified stock options. In conjunction with incentive stock options, stock appreciation rights may be granted only at the time of the grant of the incentive stock options. A stock appreciation right entitles the holder to receive a number of shares of common stock having a fair market value equal to the excess fair market value of one share of common stock over the exercise price of the related stock option, multiplied by the number of shares subject to the stock appreciation rights. The granting of a stock appreciation right in tandem with a stock option will not affect the number of shares of common stock available for awards under the plan. In such event, the number of shares available for awards under the plan will, however, be reduced by the number of shares of common stock acquirable upon exercise of the stock option to which the stock appreciation right relates. Restricted Stock and Restricted Stock Units. Under the 2019 Plan, we may award shares of restricted stock and restricted stock units. 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. Other Stock-Based Awards . Under the 2019 Plan, we may grant other stock-based awards, subject to limitations under applicable law that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock, as deemed consistent with the purposes of the plan. These other stock-based awards may be in the form of purchase rights, shares of common stock awarded that are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into shares of common stock and awards valued by reference to the value of securities of, or the performance of, one of us or one of our subsidiaries. These other stock-based awards may include performance shares or options, whose award is tied to specific performance criteria. These other stock-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the 2019 Plan or any of our other plans. Accelerated Vesting and Exercisability If any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, and the Board of Directors does not authorize or otherwise approve such acquisition, then the vesting periods of any and all stock options and other awards granted and outstanding under the 2019 Plan shall be accelerated and all such stock options and awards will immediately and entirely vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all common stock subject to such stock options and awards on the terms set forth in the plan and the respective agreements respecting such stock options and awards, and all performance goals will be deemed achieved at 100% of target levels. An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which we acquire our stock in exchange for property is not treated as an acquisition of stock. 66 In the event of an acquisition by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the date of the most recent acquisition by such person or persons, of assets from us that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of our assets immediately before such acquisition or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of our stock that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or combined voting power of our stock, which has been approved by the Board of Directors, the committee may (i) accelerate the vesting of any and all stock options and other awards granted and outstanding under the 2019 Plan, (ii) require a holder of any award granted under the plan to relinquish such award to us upon the tender by us to the holder of cash in an amount equal to the repurchase value of such award, and/or (iii) terminate all incomplete performance periods in respect of awards in effect on the date the acquisition occurs, determine the extent to which performance goals have been met based upon such information then available as it deems relevant and cause to be paid all or the applicable portion of the award based upon the committee’s determination. For this purpose, gross fair market value means the value of our assets, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. Terms and Amendments Unless terminated by the Board, the 2019 Plan will continue to remain effective until no further awards may be granted, and all awards granted under the plan are no longer outstanding. Notwithstanding the foregoing, grants of incentive stock options may be made only until ten years from the initial effective date of the plan. The Board may at any time, and from time to time, amend the plan or any award agreement, but no amendment will be made that would impair the rights of a holder under any agreement entered into pursuant to the plan without the holder’s consent. Securities Authorized for Issuance Under Equity Compensation Plans Equity Compensation Plan Information As of June 30, 2025 Number of securities remaining Number of available for securities to be future issuance issued upon Weighted average under equity exercise of exercise price of compensation outstanding outstanding plans (excluding options, warrants options, warrants shares reflected in and rights and rights column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by security holders       -        - 1,192,655 (1) Equity compensation plans not approved by security holders - - - Total - - 1,192,655 (1) Securities remaining available for issuance under the 2019 Plan. 67 Director Compensation The table below sets forth the compensation earned by our non-employee directors for service on our Board of Directors during the year ended June 30, 2025. Fees earned in cash Stock Awards All other compensation Total Name $ $ $ $ Steven Boyages (1) 61,250 - - 61,250 Johnathan S. Hurd 51,250 - - 51,250 Jason Isenberg 50,625 - - 50,625 Nicola Fraser 55,625 - - 55,625 (1) Includes a director’s fee of $54,933 and a superannuation contribution of $6,317. Non-Employee Director Compensation Arrangements 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. After April 1, 2025: Our 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: ● Chairman of the Board: $25,000 ● Chairman of the Audit Committee: $17,500 ● Chairman of the Compensation Committee: $15,000 ● Chairman of the Nominating and Corporate Governance Committee: $15,000 (b) Additional annual cash Fees for Committee Membership: ● Member of the Audit Committee: $7,500 ● Member of the Compensation Committee: $12,500 ● Member of the Nominating and Corporate Governance Committee: $7,500 Recoupment Policy We adopted the Intelligent Bio Solutions, Inc. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023 . In the event that we are required to prepare a financial restatement, the Compensation Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. “Clawback” or recoupment policy in our executive compensation program contributes to creating and maintaining a culture that emphasizes integrity and accountability and reinforces the performance-based principles underlying our executive compensation program. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The following table sets forth certain information regarding the ownership of our common stock as of August 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 stock. This table is based upon information supplied by officers and directors as well as Schedules 13D or 13G filed with the SEC by beneficial owners of more than five percent of our common stock. Unless otherwise indicated in the footnotes to this table and subject to community property laws, where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. 68 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. Unless 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: Dr. Steven Boyages 1 313 * Jonathan S. Hurd 2 63 * Jason Isenberg - - Nicola Fraser - - Spiro Sakiris 3 63,531 * Harry Simeonidis 4 40,408 * All Executive Officers and Directors as a group (6 persons) 104,315 1.16 % 5% Stockholder Alyeska Master Fund, LP 5 921,825 9.99 % * Less than 1%. (1) Consists of 313 shares of common stock. (2) Consists of 63 shares of common stock. (3) 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. (4) Consists of 40,408 shares of common stock. (5) 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 limitation. 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. Mr. 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. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601. 69 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 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). 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. Our independent directors together constitute a majority of our full Board of Directors. The independent directors meet as often as necessary to fulfil their responsibilities and will have regularly scheduled meetings at which only independent directors are present. Related-Person Transactions Our Code of Ethics requires that we avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board of Directors. Related party transactions are defined under SEC rules as transactions in which (1) the aggregate amount involved will or may be expected to exceed the lesser of  $120,000 or one percent of the average of our total assets for the last two completed fiscal years, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity) (collectively, “Related Party Transactions”). A conflict-of-interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Policies and Procedures for Related Party Transactions All future and ongoing related party transactions (as defined under SEC rules) require prior review and approval by the Audit Committee, which will have access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction without the approval of the Audit Committee. The Audit Committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the other members of the board with all material information concerning the transaction. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee, or officer. Certain Transactions with or Involving Related Persons 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. 70 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 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. Principal Accountant Fees and Services 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) $ 356,475 $ 407,750 Audit – Related Fees (2) - - Tax Fees (3) - - All Other Fees (4) 220,375 164,000 Total Fees $ 576,850 $ 571,750 (1) 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. (2) Audit-related fees relate to professional services that are reasonably related to the performance of the audit or review of financial statements. (3) 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. (4) 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. Pre-Approval Policies and Procedures The Audit Committee has procedures in place for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm. The Audit Committee generally pre-approves specified services in the defined categories of audit services, audit-related services, and tax services. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting. 71 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES (a) Documents filed as part of this Annual Report on Form 10-K: (1) Financial Statements. The financial statements required to be included in this Annual Report on Form 10-K are listed in the Table of Contents to Financial Statements appearing immediately after the signature page of this Form 10-K and are included herein by reference. (2) Financial Statement Schedules. All schedules are omitted because they are not applicable, or the required information is shown in the Financial Statements or notes thereto. (3) See attached Exhibit Index of this Annual Report on Form 10-K. (b) The following exhibits are provided as required by Item 601 of Regulation S-K EXHIBIT INDEX Exhibit No. Description 2.1 Share Exchange Agreement, dated as of October 4, 2022, by and among GBS INC., Intelligent Fingerprinting Limited, the Sellers Listed on Schedule I thereto, Jason Isenberg (as the RFA Sellers’ Representative), and Philip Hand (as the other Sellers’ Representative) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.4 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2022). 3.3 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 9, 2023). 3.4 Amended and Restated Bylaws of Intelligent Bio Solutions Inc., as amended as of October 26, 2022 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 27, 2022). 72 3.5 Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 3.7 Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). 3.8 Certificate of Elimination of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2023). 3.9 Certificate of Elimination of Series D Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 26, 2023). 3.10 Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Preferred Stock, filed with the Delaware Secretary of State on October 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023). 3.11 Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 26, 2024). 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on September 19, 2019). 4.2 Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). 4.3 Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). 4.4 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 20, 2020). 4.5 Form LSBD Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). 4.6 Form of Representative Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023). 4.7 Form of Warrant (Series D) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). 73 4.8 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). 4.9 Form of Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023). 4.10** Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 4.11 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). 4.12 Form of Series F Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023). 4.13 Form of Representative Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023). 4.14 Warrant Agency Agreement, dated as of October 4, 2023, between Intelligent Bio Solutions Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the Commission on October 4, 2023). 4.15 Form of Series G Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2024). 4.16 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2024). 4.17 Form of Series H-1 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 4.18 Form of Series H-2 Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 4.19 Form of Series I Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 4.20 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). 4.21 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). 10.1* Intelligent Bio Solutions Inc. 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). 74 10.2 Amended and Restated License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 13, 2020). 10.3* Employment Agreement between the Glucose Biosensor Systems (Greater China) Pty Ltd and Spiro Sakiris (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022). 10.4* Employment Agreement between the Glucose Biosensor Systems (Greater China) Pty Ltd and Harry Simeonidis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 15, 2022). 10.5* Employment Agreement between the GBS (APAC) Pty Ltd and Steven Boyages (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 30, 2022). 10.6 Technology License Agreement between the Company and Life Science Biosensor Diagnostics Pty Ltd. (incorporated by reference to Exhibit 10.13 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on October 13, 2020). 10.7 Form of Exchange Agreement (incorporated by reference to Exhibit 10.15 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). 10.8 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.16 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). 10.9 Form of Purchase and Assignment Agreement (incorporated by reference to Exhibit 10.17 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on December 21, 2020). 10.10 Option Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 2, 2021). 10.11 Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the Commission on September 22, 2022). 10.12 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 10, 2023). 10.13 Investors’ Rights Agreement, dated as of October 4, 2022, by and among the Company, The Ma-Ran Foundation, The Gary W. Rollins Foundation and Jason Isenberg, as the RFA Sellers’ Representative (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.14 Registration Rights Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.15 Registration Rights Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.16 Voting Agreement, dated as of October 4, 2022, by and among the Company and the stockholders of the Company named therein (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.17 Form of Voting Agreement, dated as of October 4, 2022, by and among the Company, the Sellers’ Representatives’ named therein and each of Spiro Sakiris, Harry Simeonidis and Christopher Towers (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 75 10.18 Extension Agreement, dated as of October 4, 2022, to Bridge Facility Agreement, dated as of June 16, 2022, between the Company and Intelligent Fingerprinting Limited (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.19 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Karin Briden and the Company (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.20 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Debra Coffey and the Company (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.21 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Thomas Johnson and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.22 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, The Ma-Ran Foundation, The Gary W. Rollins Foundation and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.23 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, John Polden and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.24 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Sennett Kirk III and the Company (incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.25 Deed of Amendment and Restatement, dated October 4, 2022, between Intelligent Fingerprinting Limited, Sennett Kirk III Exempt Trust and the Company (incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the Commission on October 11, 2022). 10.26 Form of Securities Purchase Agreement dated as of December 21, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). 10.27 Form of Registration Rights Agreement dated as of December 21, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on December 22, 2022). 10.28 Form of Convertible Loan Conversion Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2023). 10.29 Form of 2024 Warrant Inducement Agreement (Series E Warrants) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on February 7, 2024). 10.30 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 10.31 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 76 10.32 Placement Agency Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 13, 2024). 10.33† Consulting Agreement, dated February 29, 2024, by and between C2C Advisors Inc. and Intelligent Bio Solutions Inc. (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). 10.34 At The Market Offering Agreement, dated September 18, 2024, by and between Intelligent Bio Solutions Inc. and Ladenburg Thalmann & Co. Inc. (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). 10.35 Underwriting Agreement, dated February 20, 2025, between Intelligent Bio Solutions Inc. and Ladenburg Thalmann & Co. Inc. 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). 10.36* 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). 10.37* 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). 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Amended Registration Statement on Form S-1/A (File No. 333-232557) filed with the Commission on August 6, 2020). 16.1 Letter to Securities and Exchange Commission from BDO Audit Pty Ltd., dated July 3, 2023. (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 3, 2023). 19.1** Intelligent Bio Solutions Insider Trading Policy 21.1** List of Subsidiaries 23.1** Consent of UHY LLP 31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Intelligent Bio Solutions Inc. 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). 101.INS# 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 101.SCH# Inline XBRL Taxonomy Extension Schema Document. 101.CAL# Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF# Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB# Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE# Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104# Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) † Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(5) and Item 601(a)(6). Intelligent Bio Solutions Inc. hereby agrees to furnish a supplemental copy of any omitted exhibits, schedules or other similar attachments to the U.S. Securities and Exchange Commission upon request. *Indicates management contract or compensatory plan. ** Filed herewith ITEM 16. FORM 10-K SUMMARY. None. 77 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INTELLIGENT BIO SOLUTIONS INC. Date: August 15, 2025 By: /s/ Harry Simeonidis HARRY SIMEONIDIS CHIEF EXECUTIVE OFFICER AND PRESIDENT (Principal Executive Officer) Date: August 15, 2025 By: /s/ Spiro Sakiris SPIRO SAKIRIS CHIEF FINANCIAL OFFICER (Principal Financial Officer) Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Harry Simeonidis Chief Executive Officer and President August 15, 2025 Harry Simeonidis (Principal Executive Officer) /s/ Spiro Sakiris Chief Financial Officer August 15, 2025 Spiro Sakiris (Principal Financial Officer) /s/ Steven Boyages Chairman of the Board August 15, 2025 Steven Boyages MBBS, PHD /s/ Jonathan Hurd Director Jonathan Hurd August 15, 2025 /s/ Jason Isenberg Director Jason Isenberg August 15, 2025 /s/ Nicola Fraser Director Nicola Fraser August 15, 2025 78 Intelligent Bio Solutions Inc. Index to the Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (UHY LLP, Melville, New York, PCAOB ID # 1195 ) F-2 CONSOLIDATED BALANCE SHEETS F-3 CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS) F-4 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Intelligent Bio Solutions, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Intelligent Bio Solutions, Inc. (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations and other comprehensive income (loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s primary sources of liquidity have been through funding from financing activities. The Company has reported operating losses and negative cash flows from operations since inception. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ UHY LLP We have served as the Company’s auditor since 2023. Melville, New York August 15, 2025 F- 2 Intelligent Bio Solutions Inc. Consolidated Balance Sheets As of June 30, As of June 30, 2025 2024 ASSETS Current assets Cash and cash equivalents $ 1,019,909 $ 6,304,098 Accounts receivable, net 594,614 429,704 Inventories, net 635,215 777,537 Research and development tax incentive receivable 734,408 525,332 Assets held for sale 327,500 - Other current assets 826,976 497,572 Total current assets 4,138,622 8,534,243 Property and equipment, net 251,325 565,850 Operating lease right-of-use assets 69,520 306,744 Intangibles, net 3,790,319 4,372,026 Total assets $ 8,249,786 $ 13,778,863 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses $ 4,534,246 $ 1,704,568 Current portion of operating lease liabilities 84,659 274,834 Deferred grant income - 2,486,668 Current employee benefit liabilities 534,990 469,381 Notes payable 197,146 515,282 Total current liabilities 5,351,041 5,450,733 Employee benefit liabilities, less current portion 84,921 63,615 Operating lease liabilities, less current portion - 81,324 Total liabilities 5,435,962 5,595,672 Commitments and contingencies (Note 16) - - Shareholders’ equity 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; 3,456,116 and 3,456,000 shares issued and outstanding, as of June 30, 2024 respectively 73,230 34,557 Treasury stock, at cost, 116 shares as of June 30, 2025 and 2024 ( 1 ) ( 1 ) Additional paid-in capital 65,783,916 60,971,740 Accumulated deficit ( 62,533,065 ) ( 51,964,332 ) Accumulated other comprehensive loss ( 327,944 ) ( 712,614 ) Total consolidated Intelligent Bio Solutions Inc. equity 2,996,136 8,329,350 Non-controlling interest ( 182,312 ) ( 146,159 ) Total shareholders’ equity 2,813,824 8,183,191 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 8,249,786 $ 13,778,863 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Intelligent Bio Solutions Inc. Consolidated Statements of Operations and Other Comprehensive Income (Loss) 2025 2024 Year ended June 30, 2025 2024 Revenue $ 3,052,532 $ 3,111,781 Cost of revenue (exclusive of amortization shown separately below) ( 1,805,673 ) ( 1,686,155 ) Gross profit 1,246,859 1,425,626 Other income Government support income 816,901 424,776 Operating expenses Selling, general and administrative expenses ( 8,883,917 ) ( 9,258,496 ) Development and regulatory approval expenses ( 2,396,513 ) ( 1,673,806 ) Depreciation and amortization ( 1,207,875 ) ( 1,201,274 ) Impairment of long-lived assets ( 220,062 ) - Total operating expenses ( 12,708,367 ) ( 12,133,576 ) Loss from operations ( 10,644,607 ) ( 10,283,174 ) Other income (expense), net Interest expense ( 60,890 ) ( 167,140 ) Realized foreign exchange loss ( 911 ) ( 1,178 ) Fair value gain on revaluation of financial instrument - 175,738 Interest income 101,522 84,822 Total other income, net 39,721 92,242 Net loss ( 10,604,886 ) ( 10,190,932 ) Net loss attributable to non-controlling interest ( 36,153 ) ( 34,173 ) Net loss attributable to Intelligent Bio Solutions Inc. $ ( 10,568,733 ) $ ( 10,156,759 ) Other comprehensive income (loss) Foreign currency translation gain (loss) 384,670 ( 137,118 ) Total other comprehensive income (loss) 384,670 ( 137,118 ) Comprehensive loss ( 10,220,216 ) ( 10,328,050 ) Comprehensive loss attributable to non-controlling interest ( 36,153 ) ( 34,173 ) Comprehensive loss attributable to Intelligent Bio Solutions Inc. ( 10,184,063 ) ( 10,293,877 ) Net loss per share, basic and diluted $ ( 2.00 ) $ ( 6.38 ) Weighted average shares outstanding, basic and diluted 5,273,643 1,592,746 The accompanying notes are an integral part of these consolidated financial statements. F- 4 Intelligent Bio Solutions Inc. Consolidated Statements of Changes in Shareholders’ Equity Shares Amount Shares Amount Shares Amount capital deficit income (loss) interest equity Convertible Additional Other Non- Total preferred stock Common stock Treasury stock paid-in Accumulated comprehensive controlling shareholders’ Shares Amount Shares Amount Shares Amount capital deficit income (loss) interest equity Balance, June 30, 2023 - $ - 194,200 $ 1,942 ( 116 ) $ ( 1 ) $ 46,180,112 $ ( 41,807,573 ) $ ( 575,496 ) $ ( 111,986 ) $ 3,686,998 Issuance of common stock, Series E Preferred Stock and warrants, net of issuance costs 5,728,723 57,287 186,018 1,860 - - 3,727,017 - - - 3,786,164 Conversion of convertible preferred shares into common stock ( 5,728,723 ) ( 57,287 ) 477,394 4,774 - - 52,513 - - - - Conversion of holdback Series C Preferred Stock into common stock - - 6,248 62 - - 32,700 - - - 32,762 Issuance of common stock upon cashless exercise Series F warrants - - 655,086 6,551 - - ( 6,122 ) - - - 429 Reverse stock split rounding adjustment - - 47,501 475 - - ( 475 ) - - - - Issuance of common stock upon cash exercise of Series E warrants - - 629,409 6,291 - - 1,645,207 - - - 1,651,498 Issuance of restricted stock to vendors - - 47,889 479 - - 216,342 - - - 216,821 Issuance of common stock, Series I, H1 and H2 warrants, net of issuance costs - - 675,183 6,752 - - 9,110,829 - - - 9,117,581 Issuance of common stock upon exercise of Pre-funded warrants - - 531,310 5,313 - - - - - - 5,313 Stock awards issued to employees - - 5,762 58 - - 13,617 - - - 13,675 Foreign currency translation loss - - - - - - - - ( 137,118 ) - ( 137,118 ) Net loss - - - - - - - ( 10,156,759 ) - ( 34,173 ) ( 10,190,932 ) Balance, June 30, 2024 - $ - 3,456,000 $ 34,557 ( 116 ) $ ( 1 ) 60,971,740 $ ( 51,964,332 ) $ ( 712,614 ) $ ( 146,159 ) $ 8,183,191 Balance - - 3,456,000 34,557 ( 116 ) ( 1 ) 60,971,740 ( 51,964,332 ) ( 712,614 ) ( 146,159 ) 8,183,191 Issuance of common stock upon exercise of warrants - - 799,447 7,994 - - ( 55 ) - - - 7,939 Stock awards issued to employees - - 99,500 995 - - 189,050 - - - 190,045 Issuance of restricted stock to vendors - - 33,655 337 - - 47,663 - - - 48,000 Issuance of common stock, net of issuance costs - - 2,934,659 29,347 - - 4,575,518 - - - 4,604,865 Foreign currency translation gain - - - - - - - - 384,670 - 384,670 Foreign currency translation gain (loss) - - - - - - - - 384,670 - 384,670 Net loss - - - - - - - ( 10,568,733 ) - ( 36,153 ) ( 10,604,886 ) Balance, June 30, 2025 - $ - 7,323,261 $ 73,230 ( 116 ) $ ( 1 ) $ 65,783,916 $ ( 62,533,065 ) $ ( 327,944 ) $ ( 182,312 ) $ 2,813,824 Balance - $ - 7,323,261 $ 73,230 ( 116 ) $ ( 1 ) $ 65,783,916 $ ( 62,533,065 ) $ ( 327,944 ) $ ( 182,312 ) $ 2,813,824 The accompanying notes are an integral part of these consolidated financial statements. F- 5 Intelligent Bio Solutions Inc. Consolidated Statements of Cash Flows 2025 2024 Year Ended June 30, 2025 2024 Cash Flows from Operating Activities Net loss $ ( 10,604,886 ) $ ( 10,190,932 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 970,117 974,355 Amortization of right-of-use assets 243,632 238,730 Impairment of long-lived assets 220,062 - Non-cash loss on foreign currency translation, net - 1,178 Provision for credit losses 546 6,772 Provision for inventory obsolescence - 69,676 Stock-based compensation 238,045 230,496 Non-cash refund of R&D expenditure claims ( 137,696 ) - Fair value gain on revaluation of holdback Series C Preferred Stock - ( 175,738 ) Non-cash other operating activities 113,645 ( 24,177 ) Changes in operating assets and liabilities: Accounts receivable ( 164,910 ) ( 135,843 ) Inventories 142,322 202,370 Grant receivable / deferred grant income ( 2,486,668 ) 148,611 Research and development tax incentive receivable ( 209,076 ) ( 26,574 ) Other current assets ( 329,404 ) 55,219 Accounts payable and accrued expenses 2,577,151 ( 632,950 ) Long-term employee benefit liabilities 21,306 ( 364,149 ) Operating lease liabilities ( 271,499 ) 51,387 Net cash used in operating activities ( 9,677,313 ) ( 9,571,569 ) Cash Flows from Investing activities Purchase of property and equipment ( 231,838 ) ( 221,426 ) Net cash used in investing activities ( 231,838 ) ( 221,426 ) Cash flows from Financing Activities Proceeds from issuance of common stock and warrants, net of issuance costs 4,589,866 3,786,164 Proceeds from exercise of warrants, net of issuance costs 7,939 1,656,811 Proceeds from private placement, net of issuance costs - 9,117,581 Net cash provided by financing activities 4,597,805 14,560,556 Effect of foreign exchange rates on cash and cash equivalents 27,157 ( 707 ) Net decrease (increase) in cash and cash equivalents ( 5,284,189 ) 4,766,854 Cash and cash equivalents, beginning of period 6,304,098 1,537,244 Cash and cash equivalents, end of the period $ 1,019,909 $ 6,304,098 Non-cash investing and financing activities Equity issuance costs in accounts payable and accrued expenses $ 14,999 $ - Conversion of preferred shares into common shares $ - $ 57,287 Conversion of holdback Series C Preferred Stock into common stock $ - $ 32,762 Issuance of common stock upon cashless exercise of Series F warrants $ 55 $ 6,551 The accompanying notes are an integral part of these consolidated financial statements. F- 6 Intelligent Bio Solutions Inc. Notes to the Consolidated Financial Statements NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Business Intelligent Bio Solutions Inc. and its wholly owned Delaware subsidiary, GBS Operations Inc., were each formed on December 5, 2016, under the laws of the state of Delaware. The Company’s Australian subsidiary, Intelligent Bio Solutions (APAC) Pty Ltd, was formed on August 4, 2016, under the laws of New South Wales, Australia and was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023. On October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales. The 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 Inc. together with its consolidated subsidiaries. Intelligent Bio Solutions Inc. is a medical technology company focused on developing and delivering intelligent, rapid, non-invasive testing and screening solutions. The Company operates globally with the objective of providing innovative and accessible solutions that improve the quality of life. NOTE 2. LIQUIDITY AND GOING CONCERN 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. As of 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. The 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 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 business. Accordingly, 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. The 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. F- 7 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation 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. Principles of consolidation These consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest and is the primary beneficiary. Investments in entities where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. Use of estimates 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. Segment Reporting 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: ● Americas consists of North America and South America ● United Kingdom consists of England, Scotland, Northern Ireland and Wales ● Asia Pacific (“APAC”) consists of South East Asia and Oceania ● Rest of the World consists of all other countries The 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. Accounts Receivable and Allowances for Credit Losses Accounts receivable primarily arise out of sales to customers. 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. Accounts 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. F- 8 Cash and cash equivalents The Company considers all highly liquid investments with a maturity of 90 days or less to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. As of June 30, 2025 and 2024, there were no cash equivalents. Concentration of credit risk The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme, Financial Services Compensation Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution. The amounts over these insured limits as of June 30, 2025 and 2024 were $ 541,074 and $ 5,781,130 , respectively. No losses have been incurred to date on any deposits. Major Customer - One customer accounted for 8.9 % and 11.5 % of revenues for the years ended June 30, 2025 and 2024, respectively. Major Supplier - The Company’s largest suppliers accounted for 19.4 % and 30.7 % 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. Fair value measurements The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 -Quoted prices in active markets for identical assets or liabilities. Level 2 -Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 -Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 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. Valuation 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. Inventories, net 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. Equity offering costs The 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. F- 9 Property 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. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: ● Other equipment – 3 years ● Software – 5 years ● Production equipment – 2 - 4 years ● Leasehold improvements – shorter of asset’s estimated useful life and the remaining term of the lease 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. Leases The Company determines if an arrangement is a lease at its inception. Lease arrangements are comprised primarily of real estate for which the right-of-use (“ROU”) assets and the corresponding lease liabilities are presented separately on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet. 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. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, considering publicly available data for instruments with similar characteristics. 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). Intangible assets Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any. The definite-lived intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Certain of our intangible assets have been assigned an indefinite life as we currently anticipate that these trade names and trademarks will contribute cash flows to the Company indefinitely. Indefinite-lived intangible assets are not amortized but are evaluated at least annually to determine whether the indefinite useful life is appropriate. Amortization is recorded on a straight-line basis over their estimated useful lives. Intangible assets acquired from a foreign operation are translated from the foreign entity’s functional currency to the presentational currency based on the exchange rate at the reporting date. 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. F- 10 Revenue recognition 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 acceptance. 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 2025 2024 Year Ended June 30, 2025 2024 Sales of goods - cartridges $ 1,762,153 $ 1,549,409 Sales of goods - readers 711,737 938,897 Other sales 578,642 623,475 Total revenue $ 3,052,532 $ 3,111,781 Government support income Government 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 2025 2024 Year ended June 30, 2025 2024 Grant income $ 271,780 $ - R&D tax refund 545,121 424,776 Total government support income $ 816,901 $ 424,776 a) Grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. 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 were used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility. Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers , as the Australian Government will not benefit directly from our manufacturing facility. As there is no authoritative guidance under US GAAP on accounting for grants to for-profit business entities, we applied International Accounting Standards (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance , by analogy when accounting for the Australian Government grant to the Company. Furthermore, disclosures made below are in accordance with the disclosure requirements of Accounting Standards Update (“ASU”) 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities about Government Assistance . F- 11 The 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. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met 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 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 had only completed 4 of the 8 milestones in the grant agreement as of June 30, 2024. 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. The deed of variation also made certain modifications to the project costs. The overall budget of the project was reduced by $ 1.65 million to account for the changes in scope of the project. After 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 IAS 20, the Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, 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 and deferred grant income liability. There was $ 271,780 and $ 0 was recognized as deferred grant income during the years ended June 30, 2025 and 2024, respectively. b) R&D tax refund The 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 (SG&A) 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 or R&D. 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. Development and regulatory approval costs Development and regulatory approval costs include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; 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 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 though the future claims. Warrants 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. A warrant 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 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. Employee benefits The costs of short-term employee benefits are recognized as a liability and an expense unless those costs are required to be recognized as part of the cost of inventories or non-current assets. The cost of any unused holiday entitlement is recognized in the period in which the employee’s services are received. Termination benefits are recognized immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. The Company has recognized the obligation for unpaid salaries, director fees, holiday leaves, retirement benefits and long service leave entitlements as employee benefits. 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. F- 12 Advertising expenses Advertising 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 (loss). Foreign currency The 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. Cash 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. Income taxes The 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. A 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. Net loss per share The 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. Potentially 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. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. The 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: SCHEDULE OF ANTI-DILUTIVE WARRANTS June 30, 2025 June 30, 2024 Warrants 5,508,496 6,310,684 Anti-dilutive 5,508,496 6,310,684 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. Recent accounting pronouncements As 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. Adopted: In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU -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 contracts. Prior to this ASU, an acquirer generally recognized contract assets acquired, and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU was effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment. The Company has adopted ASU 2021-08. Adoption of ASU 2021-08 did not impact our financial position, results of operations or cash flows. In 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 . 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 or loss. All disclosure requirements under ASU 2023-07 are required for public entities with a single reportable segment. The ASU is 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. Pending adoption: In 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 taxes paid. 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. On 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. F- 13 NOTE 4. SEGMENT REPORTING ASC 280, Segment Reporting , establishes standards for the manner in which companies report financial information about operating segments, products, services, geographic areas and major customers. Our Segments 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 structure. 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 resources. The following tables set forth the Company’s revenue, government support income, net loss and long-lived assets and inventories by operating and reportable segments. SCHEDULE OF REVENUE, GOVERNMENT SUPPORT INCOME, NET LOSS AND LONG LIVED ASSETS AND INVENTORIES A) Revenue, government support income and net loss 2025 2024 Year Ended June 30, 2025 2024 Revenue(1) United Kingdom (1) $ 2,868,027 $ 2,894,197 APAC (1) 29,167 43,955 Americas (1) 22,638 11,407 Rest of world (1) 132,700 162,222 Total Revenue (1) $ 3,052,532 $ 3,111,781 Government Support Income United Kingdom $ 169,208 $ 210,605 APAC 647,693 214,171 Total Government Support Income $ 816,901 $ 424,776 Net Income (Loss) (1) United Kingdom (1) $ ( 2,933,973 ) $ ( 3,121,128 ) APAC (1) ( 3,474,856 ) ( 3,286,034 ) Americas (1) ( 4,300,017 ) ( 3,911,798 ) Rest of world (1) 103,960 128,028 Total Net Loss (1) $ ( 10,604,886 ) $ ( 10,190,932 ) (1) Comparative amounts for the prior period have been reclassified to conform to current period presentations. F- 14 B) Long-lived assets and inventories, net 2025 2024 Year Ended June 30 2025 2024 Long-lived assets, net United Kingdom $ 3,906,667 $ 4,626,798 APAC 204,497 617,822 Americas - - Rest of world - - Total Long-Lived Assets $ 4,111,164 $ 5,244,620 Inventories, net United Kingdom $ 564,559 $ 731,813 APAC 70,656 45,724 Americas - - Rest of world - - Total Inventories $ 635,215 $ 777,537 Total Long-Lived Assets and Inventories, net $ 4,746,379 $ 6,022,157 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 follows: Year ended June 30, 2025 United Kingdom APAC Americas Rest of world Total Revenue $ 2,868,027 $ 29,167 $ 22,638 $ 132,700 $ 3,052,532 Add: Government support income 169,208 647,693 - - 816,901 Less: Cost of revenue (exclusive of amortization shown separately below) ( 1,722,369 ) ( 41,576 ) ( 12,988 ) ( 28,740 ) ( 1,805,673 ) Selling, general and administrative expenses ( 2,512,262 ) ( 2,928,367 ) ( 3,443,288 ) - ( 8,883,917 ) Development and regulatory approval expenses ( 531,299 ) ( 910,031 ) ( 955,183 ) - ( 2,396,513 ) Depreciation and amortization ( 1,168,155 ) ( 39,720 ) - - ( 1,207,875 ) Impairment of long-lived assets - ( 220,062 ) - - ( 220,062 ) Other segment items (2) ( 37,123 ) ( 11,960 ) 88,804 - 39,721 Segment net income (loss) $ ( 2,933,973 ) $ ( 3,474,856 ) $ ( 4,300,017 ) $ 103,960 $ ( 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 ) $ 103,960 $ ( 10,604,886 ) (2) 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 APAC Americas Rest of world Total Revenue (1) $ 2,894,197 $ 43,955 $ 11,407 $ 162,222 $ 3,111,781 Add: Government support income 210,605 214,171 - - 424,776 Less: Cost of revenue (exclusive of amortization shown separately below) (1) ( 1,588,698 ) ( 52,812 ) ( 10,451 ) ( 34,194 ) ( 1,686,155 ) Selling, general and administrative expenses ( 2,983,697 ) ( 2,827,376 ) ( 3,447,423 ) - ( 9,258,496 ) Development and regulatory approval expenses ( 421,499 ) ( 542,456 ) ( 709,851 ) - ( 1,673,806 ) Depreciation and amortization ( 1,161,101 ) ( 40,173 ) - - ( 1,201,274 ) Impairment of long-lived assets - - - - - Other segment items (2) ( 70,935 ) ( 81,343 ) 244,520 - 92,242 Segment net income (loss) $ ( 3,121,128 ) $ ( 3,286,034 ) $ ( 3,911,798 ) $ 128,028 $ ( 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 ) $ 128,028 $ ( 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. NOTE 5. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE June 30, 2025 June 30, 2024 Accounts receivable $ 595,160 $ 436,476 Less: Allowance for credit losses ( 546 ) ( 6,772 ) Accounts receivable, net $ 594,614 $ 429,704 NOTE 6. INVENTORIES, NET Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2025 June 30, 2024 Work-in-progress $ 205,083 $ 188,693 Finished goods 430,132 588,844 Inventories, net $ 635,215 $ 777,537 NOTE 7. ASSETS HELD FOR SALE Assets held for sale consist of the following: SCHEDULE OF ASSETS HELD FOR SALE June 30, 2025 June 30, 2024 Construction in progress (CIP) $ 327,500 $ - Assets held for sale $ 327,500 $ - 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. Depreciation 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. As a result, 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. NOTE 8. OTHER CURRENT ASSETS Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS June 30, 2025 June 30, 2024 Prepayments $ 364,044 $ 363,071 Goods and services tax receivable 250,088 17,011 Deposits 125,685 111,189 Deferred charges 67,160 - Other receivables 19,999 6,301 Total $ 826,976 $ 497,572 F- 15 NOTE 9. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2025 June 30, 2024 Production equipment $ 38,827 $ 35,724 Leasehold improvements 21,818 20,074 Other equipment 42,731 27,417 Software 236,113 - Construction in progress (CIP) - 543,410 Gross property and equipment 339,489 626,625 Less: accumulated depreciation and amortization ( 88,164 ) ( 60,775 ) Property and equipment, net $ 251,325 $ 565,850 The Company recorded depreciation expense of $ 14,955 and $ 15,108 in relation to the depreciation of property and equipment for the years ended June 30, 2025, and 2024 respectively. The following table summarizes the amount of CIP recorded in property and equipment, net on the consolidated balance sheets: SCHEDULE OF CONSTRUCTION IN PROGRESS PROPERTY AND EQUIPMENT June 30, 2025 * June 30, 2024 Investments in construction in progress $ 1,099,720 $ 1,086,820 Less: 50% contributed under government grant ( 549,860 ) ( 543,410 ) Less: Impairment of construction in progress ( 222,360 ) - Less: Amount reclassified to assets held for sale ( 327,500 ) - Carrying amount $ - $ 543,410 * Refer to Note 7 for details. NOTE 10. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following as June 30, 2025: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted average useful lives (years) Remaining weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 7 years 4.25 years $ 5,119,000 $ 1,089,182 $ 2,554,906 $ 3,653,276 Customer relationships 3 years 0.25 years 252,000 53,619 280,151 25,468 Trade names and trademarks Indefinite Indefinite 92,000 19,575 - 111,575 Total intangible assets $ 5,463,000 $ 1,162,376 $ 2,835,057 $ 3,790,319 Intangible assets, net consist of the following as of June 30, 2024: Weighted average useful lives (years) Remaining weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 7 years 5.25 years $ 5,119,000 $ 593,026 $ 1,559,822 $ 4,152,204 Customer relationships 3 years 1.25 years 252,000 29,194 164,030 117,164 Trade names and trademarks Indefinite Indefinite 92,000 10,658 - 102,658 Total intangible assets $ 5,463,000 $ 632,878 $ 1,723,852 $ 4,372,026 Intangible assets recognized from the acquisition of IFP were allocated to the United Kingdom operating and reportable segment. The cumulative balance of the accumulated amortization as of June 30, 2025 and 2024 was $ 2,835,057 and $ 1,723,852 respectively. F- 16 Expense 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. Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter: SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS 2026 $ 885,062 2027 859,594 2028 859,594 2029 859,594 2030 214,900 Total $ 3,678,744 NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2025 June 30, 2024 Grant refundable to Australian Government $ 2,172,108 $ - Accounts and other payables 897,258 602,337 Accruals 1,189,858 607,176 Goods and services tax payable 84,806 50,283 Accrued compensation and related payables 190,216 444,772 Total $ 4,534,246 $ 1,704,568 NOTE 12. NOTE PAYABLE 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 The classification of the notes payables is based on sales forecast prepared by the management. NOTE 13. LEASES The Company has two non-cancellable operating leases with original lease periods expiring in August 2025 and April 2026. The components of operating lease expense are as follows: SCHEDULE OF LEASE EXPENSES 2025 2024 Year Ended June 30, 2025 2024 Amortization of operating lease right-of-use assets $ 243,632 $ 238,730 Interest on operating lease liabilities 4,269 71,667 Total lease expense $ 247,901 $ 310,397 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 % . F- 17 The 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: SCHEDULE OF MATURITIES OF OPERATING LEASES TO OPERATING LEASE LIABILITIES 2026 $ 86,910 Total lease payments 86,910 Less: present value discount ( 2,251 ) Lease liabilities $ 84,659 NOTE 14. SHAREHOLDERS’ EQUITY Common Stock 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. Warrants As 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. At The Market (ATM) Offering As a result of the sale of shares of common stock by the Company pursuant to the previously disclosed ATM Agreement between the Company and Ladenburg, the Company has raised approximately $ 2,449,962 (net of commissions of approximately $ 75,774 paid to Ladenburg) as of August 12, 2025. 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 Offering On February 20, 2025, the Company entered into an underwriting agreement with Ladenburg, as representative (the February Representative) for the underwriters named in Schedule 1 thereto, relating to an underwritten public offering of 1,304,348 shares of the Company’s common stock. The public offering price for each share was $ 2.00 per share and the February Underwriters agreed to purchase 1,304,348 shares. The Company granted the February Underwriters a 45-day option to purchase an additional 195,652 shares of common stock at the public offering price of $ 2.00 per share, less the underwriting discounts and commissions. On February 20, 2025, the February Representative fully exercised the over-allotment option to purchase an additional 195,652 shares of common stock. All of the shares were sold by the Company. The February Offering closed on February 21, 2025. As a result of the overallotment option being exercised in full, the Company raised approximately $ 2,645,000 (net of underwriting discounts and commissions of approximately $ 355,000 ). Advisory Agreement On 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. Stock-based payments under 2019 Stock Incentive Plan On 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. F- 18 NOTE 15. FAIR VALUE MEASUREMENTS Convertible notes 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 carried at fair value (Level 2) Balance at June 30, 2023 $ 208,500 Fair value of holdback Series C Preferred Stock at acquisition (Note 5) ( 175,738 ) Fair value gain on revaluation of holdback Series C Preferred Stock ( 32,762 ) Balance at June 30, 2024 $ - NOTE 16. COMMITMENTS AND CONTINGENCIES Agreement with CenExel On 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. F- 19 NOTE 17. INCOME TAX The Company computes income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes . Under the asset and liability method, we determine deferred income tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities and measure them using currently enacted tax rates and laws. The Company provides a valuation allowance for deferred tax assets that, based on available evidence, are more likely than not to be realized. Realization of our net operating loss 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. The components of net deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2025 June 30, 2024 Year Ended June 30, June 30, 2025 June 30, 2024 Deferred tax assets: Net operating loss - U.S. $ 5,206,430 $ 4,182,278 Net operating loss - Foreign 7,293,562 6,090,380 Operating lease liabilities 18,342 - Employee benefits 275,950 118,132 Inventory adjustments - ( 1,124 ) Foreign exchange ( 80,599 ) 31,902 Deferred tax assets 12,713,685 10,421,568 Less: valuation allowance ( 12,698,469 ) ( 10,421,568 ) Deferred tax assets after valuation allowance 15,216 - Deferred tax liabilities: Operating lease right-of-use assets ( 15,216 ) - Deferred tax liabilities ( 15,216 ) - Net deferred tax asset $ - $ - Our statutory income tax rate is expected to be approximately 21%. The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2025 2024 Year Ended June 30, 2025 2024 Current $ - $ - Deferred - - Total $ - $ - A reconciliation of statutory tax rates to effective tax rates were as follows in each of the periods presented: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2025 2024 Year Ended June 30, 2025 2024 Federal income taxes at statutory rate 21.0 % 21.0 % Different tax rate of subsidiary 0.8 % 1.1 % Permanent differences ( 4.2 )% ( 2.8 )% Cumulative adjustment to deferred taxes 4.2 % ( 9.1 )% Return to provision ( 0.7 ) % 0.0 % Change in state tax rates and other 0.4 % ( 0.2 )% Change in valuation allowance ( 21.5 )% ( 10.0 )% Effective tax rate - % - % F- 20 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) 2025 2024 Year Ended June 30, 2025 2024 U.S. federal statutory rate applies to pretax income (loss) $ ( 2,227,026 ) $ ( 1,848,116 ) Different tax rate of subsidiary ( 82,675 ) ( 99,401 ) Permanent differences 444,887 246,168 Cumulative adjustment to deferred taxes ( 444,694 ) 797,234 Return to provision 74,111 - Change in state tax rates and other ( 41,504 ) 13,250 Change in valuation allowance 2,276,901 890,865 Total income tax provision (benefit) $ - $ - As 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. NOTE 18. LOSS PER SHARE 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 2025 2024 Years Ended June 30, 2025 2024 Net loss attributable to Intelligent Bio Solutions Inc. $ ( 10,568,733 ) $ ( 10,156,759 ) Basic and diluted net loss per share attributed to common shareholders $ ( 2.00 ) $ ( 6.38 ) Weighted-average number of shares outstanding 5,273,643 1,592,746 The following outstanding warrants, options and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE WARRANTS 2025 2024 June 30, 2025 June 30, 2024 Warrants 5,508,496 6,310,684 Anti-dilutive 5,508,496 6,310,684 NOTE 19. SUBSEQUENT EVENTS 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. Inducement Agreements 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 per share. 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. Leases 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. F- 21