Intelligent Bio Solutions Inc. (Nasdaq: INBS) (the “Company”), a
medical technology company delivering intelligent, rapid,
non-invasive testing solutions, today announced the pricing of an
underwritten public offering of units (the “Units”) for gross
proceeds of approximately $4.0 million.
Ladenburg Thalmann & Co. Inc. is acting as
the sole bookrunning manager for the offering.
The underwritten public offering consists of
7,272,727 shares of common stock, par value $0.01 per share, of the
Company (the “Common Stock”) (or shares of the Company’s Series E
Convertible Preferred Stock (the “Preferred Stock”), in lieu of
Common Stock), 7,272,727 warrants to purchase shares of Common
Stock that will expire on the five-and-a-half-year anniversary of
the original issuance date (the “Series E Warrants”), and 7,272,727
warrants to purchase shares of Common Stock that will expire on the
one-and-a-half-year anniversary of the original issuance date (the
“Series F Warrants”, collectively with the Series E Warrants, the
“Warrants”). Each Unit consists of one share of Common Stock (or
one share of Preferred Stock), one Series E Warrant and one Series
F Warrant. The offering is expected to close on or about October 4,
2023, subject to customary closing conditions.
The Units were priced at a combined public
offering price of $0.55 per Unit for initial gross proceeds of
approximately $4.0 million, before underwriting discounts and
commissions and offering expenses. The Company intends to use the
net proceeds from this offering for general corporate purposes and
working capital.
All of the securities to be sold in the offering
will be sold by the Company. In addition, the Company has granted
the underwriter a 45-day option to purchase up to an additional
1,090,909 shares of its Common Stock and/or Series E Warrants to
purchase up to an additional 1,090,909 shares of its Common Stock
and/or Series F Warrants to purchase up to an additional 1,090,909
shares of its Common Stock at the public offering price less the
underwriting discounts and commissions.
The Preferred Stock issued in this transaction
includes a beneficial ownership blocker but has no dividend rights
(except to the extent that dividends are also paid on the Common
Stock) or liquidation preference, and, subject to limited
exceptions, has no voting rights. Each share of Preferred Stock is
convertible at any time at the holder’s option into one share of
Common Stock, subject to adjustment as provided in the Certificate
of Designation of Preferences, Rights and Limitations of the Series
E Convertible Preferred Stock and subject to the beneficial
ownership limitations as provided for therein. The securities
comprising the Units are immediately separable and will be issued
separately. The Warrants and Preferred Stock issued in
this transaction do not contain any price based anti-dilution
features. The Warrants are exercisable beginning on the date the
Company obtains such stockholder approvals as may be required by
the rules and regulations of the Nasdaq Capital Market to permit
the exercise of such Warrants. In the event that the Company is
unable to obtain such stockholder approval, the Warrants will not
be exercisable and therefore have no value. The Series E Warrants
have an exercise price of $0.55 per share and contain a one-time
reset of the exercise price to a price equal to the lesser of (i)
the then exercise price of the Series E Warrant and (ii) ninety
percent of the five-day volume weighted average price for the five
trading days immediately following the date the Company effects a
reverse stock split. The Series F Warrants have an exercise price
of $0.55 per share and contain an alternate cashless exercise
option pursuant to which the holder thereof has the right to
receive an aggregate number of shares of Common Stock on a one for
one basis.
The securities described above are being offered
by the Company pursuant to a registration statement on Form S-1
(No. 333-273219) originally filed July 12, 2023, with the
Securities and Exchange Commission (SEC) and declared effective by
the SEC on September 29, 2023. A final prospectus relating to and
describing the terms of the offering will be filed with the SEC and
will be available on the SEC’s website at http://www.sec.gov.
Electronic copies of the final prospectus may be obtained, when
available, from Ladenburg Thalmann & Co. Inc. at Attn:
Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY
10019 or by e-mail at prospectus@ladenburg.com.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any
securities nor will there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other
jurisdiction.
About Intelligent Bio Solutions
Inc.
Intelligent Bio Solutions Inc. (the “Company”)
(Nasdaq: INBS) is a medical technology company delivering
intelligent, rapid, non-invasive testing solutions. The Company
believes that its Intelligent Fingerprinting Drug Screening System
will revolutionize portable testing through fingerprint sweat
analysis, which has the potential for broader applications in
additional fields. This hygienic, and cost-effective system is
designed to screen for recent use of drugs commonly found in the
workplace, including opioids, cocaine, methamphetamine, and
cannabis. With sample collection in seconds and results in under
ten minutes, this technology would be a valuable tool for employers
in safety-critical industries. Additionally, the Company’s
biosensor platform has the potential to test for up to 130
indications, ranging from glucose to immunological conditions and
communicable diseases. The Company’s current customer segments
include construction, manufacturing and engineering, transport and
logistics firms, drug treatment organizations, and coroners.
For more information, visit
http://www.ibs.inc/
Forward-Looking Statements:
Some of the statements in this press release are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act
of 1934 and the Private Securities Litigation Reform Act of 1995,
which involve risks and uncertainties. Forward-looking statements
in this press release include, without limitation, Intelligent Bio
Solutions Inc.’s ability to consummate the proposed transaction
described in this press release, the intended use of proceeds,
develop and commercialize its drug and diagnostic tests, realize
commercial benefit from its partnerships and collaborations, and
secure regulatory approvals, among others. Although Intelligent Bio
Solutions Inc. believes that the expectations reflected in such
forward-looking statements are reasonable as of the date made,
expectations may prove to have been materially different from the
results expressed or implied by such forward looking statements.
Intelligent Bio Solutions Inc. has attempted to identify
forward-looking statements by terminology, including “believes,”
“estimates,” “anticipates,” “expects,” “plans,” “projects,”
“intends,” “potential,” “may,” “could,” “might,” “will,” “should,”
“approximately” or other words that convey uncertainty of future
events or outcomes to identify these forward-looking statements.
These statements are only predictions and involve known and unknown
risks, uncertainties, and other factors, included in Intelligent
Bio Solutions’ public filings filed with the Securities and
Exchange Commission. Any forward-looking statements contained in
this release speak only as of its date. Intelligent Bio Solutions
undertakes no obligation to update any forward-looking statements
contained in this release to reflect events or circumstances
occurring after its date or to reflect the occurrence of
unanticipated events.
Company Contact:Intelligent Bio
Solutions Inc.info@ibs.inc
Investor Contact:Valter Pinto,
Managing DirectorKCSA Strategic CommunicationsINBS@kcsa.com
Media Contact:Cheryl
BillsonComma Communicationscheryl.billson@commacomms.com
Intelligent Bio Solutions (NASDAQ:INBS)
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