Intelligent Bio Solutions Inc. 美股招股说明书（2025-02-21版）

1,304,348Shares of Common Stock We are offering 1,304,348 shares of our common stock, par value $0.01 per share, in a firm commitment underwritten publicoffering. Our common stock is listed on The Nasdaq Capital Market under the symbol “INBS.” On February 18, 2025, the last reportedsale price of our common stock on The Nasdaq Capital Market was $2.48 per share. We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and we haveelected to comply with certain reduced public company reporting requirements. You should read carefully this prospectus supplement and the documents incorporated by reference in this prospectussupplement before you invest.Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any (1)We have agreed to reimburse the representative of the underwriters for certain of its expenses and to issue unregistered warrants topurchase shares of common stock to the representative of the underwriters as described under “Underwriting” on page S-12 of this We have granted the underwriters an option to purchase, within 45 days from the date of this prospectus supplement, up to anadditional 195,652 shares of our common stock at the public offering price less the underwriting discounts and commissions. As of February 19, 2025, the aggregate market value of the voting and non-voting common equity held by non-affiliates,computed by reference to the price at which the common equity was last sold on February 19, 2025, was $13.68 million based on5,278,837 shares of outstanding common stock as of such date, of which 5,184,294 were held by non-affiliates. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one- We anticipate delivery of the shares of common stock will take place on or about February 21, 2025, subject to thesatisfaction of certain closing conditions. Sole Book-Running Manager Ladenburg Thalmann The date of this prospectus supplement is February 20, 2025 We and the underwriters have not authorized anyone to provide any information or to make any representations other thanthose contained in this prospectus or in any free writing prospectuses we have prepared. We and the underwriters take no responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may provide you. We are offering to sell, Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform MARKET, INDUSTRY AND OTHER DATA This prospectus includes industry and market data that we obtained from periodic industry publications, third-party studiesand surveys, filings of public companies in our industry and internal company surveys. These sources may include government andindustry sources. Industry publications and surveys generally state that the information contained therein has been obtained fromsources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this prospectus, thisinformation could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-264218) (the “Registration Statement”) that we filed with the Securities and Exchange Commission, or SEC, on April 8, 2022, and thatwas declared effective by the SEC on April 20, 2022, using a “shelf” registration process.Effective as of the filing of this prospectussupplement, no additional shares of our common stock will be offered or sold pursuant to the $3,000,000 at the market offeringagreement prospectus filed with the SEC on September 18, 2024 (the “at the market offering agreement prospectus”). The Companywill not make any sales of common stock pursuant to the at the market offering agreement prospectus unless and until a new This prospectus supplement and the accompanying prospectus relate to the offering of our common stock. You should readthis prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus supplementand the accompanying prospectus, and any free writing prospectus that we may authorize for use in connection with this offering, intheir entirety before making an investment decision. You should also read and consider the information in the documents to which we This document is in two parts. The f