Intelligent Bio Solutions Inc. (INBS) entered into a Securities Purchase Agreement on August 31, 2026, with a single institutional investor to raise capital through a private placement. The transaction closed on September 2, 2026. The company sold 2,036,659 shares of common stock, or Series M pre-funded warrants in lieu of those shares, alongside Series N-1 and Series N-2 warrants.
The combined purchase price for one share of common stock (or pre-funded warrant) and the accompanying warrants was $2.455. The gross proceeds from the offering were approximately $5.0 million, before deducting placement agent fees and other expenses. The company intends to use the net proceeds for working capital and general corporate purposes.
Under the terms of the agreement, the Series N-1 warrants are exercisable immediately upon issuance, while the Series N-2 warrants become exercisable upon the company obtaining shareholder approval. Both warrant types have an exercise price of $2.33 per share and a term of five years following the effectiveness of a registration statement with the SEC. Additionally, the Series N-1 warrants are callable at the company's option following a public announcement that it has received 510(k) clearance from the U.S. Food and Drug Administration for its Intelligent Fingerprinting Drug Screening System.
Ladenburg Thalmann & Co. Inc. served as the exclusive placement agent for the transaction. The company agreed to pay the agent an 8.0% cash fee on gross proceeds and a 1.0% management fee. The agent also received warrants to purchase 5.0% of the shares sold in the offering (101,833 shares) with an exercise price of $3.06875 per share.
The securities were sold in reliance on exemptions from registration under the Securities Act of 1933, as transactions not involving a public offering and sales to accredited investors. In connection with the agreement, the company also entered into a Registration Rights Agreement, pledging to file a resale registration statement with the SEC by September 15, 2026, and to use its best efforts to have it declared effective by October 15, 2026.
