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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): November
16, 2023
INTELLIGENT
BIO SOLUTIONS INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39825 |
|
82-1512711 |
(State
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
employer identification no.) |
142
West, 57th Street, 11th
Floor
New
York, NY
10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (646)
828-8258
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.01 par value |
|
INBS |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Notification
of Failure to Comply with Nasdaq Listing Rule 5550(b)(1)
On
November 16, 2023, Intelligent Bio Solutions Inc. (the “Company”) received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying
the Company that its stockholders’ equity, as reported in its Quarterly Report on Form 10-Q for the period ending September 30,
2023 (the “Form 10-Q”), did not meet the minimum stockholders’ equity requirement for continued listing on the Nasdaq
Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on the Nasdaq Capital Market to maintain stockholders’
equity of at least $2,500,000. In the Company’s Form 10-Q, the Company reported stockholders’ equity of $1,236,558, which
is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1). As indicated
in Nasdaq’s letter, as of November 15, 2023, the Company did not meet the alternative Nasdaq continued listing standards under
Nasdaq Listing Rules.
This
notice of noncompliance has had no immediate impact on the continued listing or trading of the Company’s common stock on The Nasdaq
Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued
listing requirements. Nasdaq has given the Company until January 2, 2024, to submit to Nasdaq a plan to regain compliance. If our plan
is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of Nasdaq’s letter to evidence compliance.
The
Company believes that it is in compliance with the minimum stockholders’ equity requirement as of the date of this Current Report
on Form 8-K and plans to timely submit a plan to Nasdaq to demonstrate this compliance. However, there can be no assurance that the Company’s
plan will be accepted or that if it is, the Company will be able to maintain compliance. If the Company’s compliance plan is not
accepted, or if it is and the Company does not regain compliance within 180 days from the date of Nasdaq’s letter, or if the Company
fails to satisfy another Nasdaq requirement for continued listing (including the requirement that the Company maintain a minimum bid
price of at least $1.00 per share, with which, as reported below, the Company is not currently in compliance), Nasdaq could provide notice
that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would permit the Company to appeal
the decision to reject the Company’s proposed compliance plan or any delisting determination to a Nasdaq Hearings Panel.
Notification
of Failure to Comply with Nasdaq Listing Rule 5550(a)(2)
On
November 16, 2023, the Company received a letter from the Nasdaq Listing Qualifications Department notifying the Company that because
the closing bid price for the Company’s common stock was below $1.00 per share for the last 30 consecutive business days, the Company
did not meet the $1.00 per share minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2).
This
notice of noncompliance has had no immediate impact on the continued listing or trading of the Company’s common stock on The Nasdaq
Capital Market, which will continue to be listed and traded on Nasdaq, subject to the Company’s compliance with the other continued
listing requirements.
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until May 14, 2024 (the “Compliance
Period”), to regain compliance with Nasdaq’s minimum bid price requirement. If at any time during the Compliance Period,
the closing bid price per share of the Company’s common stock is at least $1.00 for a minimum of 10 consecutive business days,
Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
The
Nasdaq letter also provides that in the event the Company does not regain compliance by May 14, 2024, the Company may be eligible for
an additional 180 calendar day period to regain compliance. To qualify, the Company must meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards of the Nasdaq Capital Market, with the exception of the bid price
requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by
effecting a reverse stock split, if necessary. Notwithstanding the terms set forth in the Nasdaq letter, there can be no assurance that
the Company will be eligible for an additional 180 calendar day period to regain compliance.
If
the Company meets the applicable requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days.
If, however, it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible,
Nasdaq could provide notice that the Company’s common stock will become subject to delisting. In such event, Nasdaq rules would
permit the Company to appeal the delisting determination to a Nasdaq Hearings Panel.
If
the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration
of the applicable compliance period.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
November 17, 2023, the Company held a virtual special meeting of stockholders (the “Special Meeting”) to consider and vote
on the proposals set forth in the definitive proxy statement of the Company (the “Proxy Statement”) filed with the Securities
and Exchange Commission on October 20, 2023.
The
number of shares of common stock of the Company, par value $0.01 per share, that voted in person or by proxy on matters presented at
the Special Meeting was 1,123,443, representing approximately 48.21% of the 2,330,399
shares of common stock outstanding as of the September 28, 2023, the record date for the Special
Meeting.
Each
of the proposals submitted to a vote of the Company’s stockholders at the Special Meeting, as described below, was approved by
the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the
stockholders are set forth below. The proposals are described in detail in the Proxy Statement.
Proposal
1. Approval, for purposes of complying with Nasdaq
Listing Rules 5635(c) and (d), of the issuance of up to 15,921,888 shares of common stock (or 16,727,272 shares if the full overallotment
option is exercised) upon the exercise of the Warrants issued by the Company in a public offering that closed on October 4, 2023 (“Proposal
1”).
VOTES FOR |
|
VOTES AGAINST |
|
ABSTENTIONS |
|
BROKER
NON-VOTES |
509,897 |
|
116,224 |
|
2,040 |
|
495,282 |
Proposal
2. Ratification of the appointment of UHY LLP as
our independent registered public accounting firm for the fiscal year ending June 30, 2024.
VOTES FOR |
|
VOTES AGAINST |
|
ABSTENTIONS |
|
BROKER
NON-VOTES |
957,940 |
|
157,789 |
|
7,714 |
|
-0- |
Proposal
3. Authorization of an adjournment of the Special
Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1.
VOTES FOR |
|
VOTES AGAINST |
|
ABSTENTIONS |
|
BROKER
NON-VOTES |
794,254 |
|
284,744 |
|
1,592 |
|
42,853 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
November 17, 2023 |
|
|
INTELLIGENT
BIO SOLUTIONS INC. |
|
|
|
|
By:
|
/s/
Spiro Sakiris |
|
Name:
|
Spiro
Sakiris |
|
Title: |
Chief
Financial Officer |
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Intelligent Bio Solutions (NASDAQ:INBS)
過去 株価チャート
から 5 2024 まで 6 2024
Intelligent Bio Solutions (NASDAQ:INBS)
過去 株価チャート
から 6 2023 まで 6 2024