UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39825

Intelligent Bio Solutions Inc.

(Exact name of Registrant as specified in its Charter)

Delaware		82-1512711
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
135 West 41st Street, 5th Floor, New York, NY		10036
(Address of principal executive offices)		(Zip Code)

135 West 41ST Street, 5th Floor, New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 828-8258

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, par value $0.01 per share		INBS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of ~~November~~February 1012, ~~2025~~2026, there were 91,~~452~~603,~~553~~783 shares of the registrant’s Common Stock issued and outstanding.

Table of Contents

		Page	~~Page~~
PART I.	FINANCIAL INFORMATION	3	3
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)	4	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	5	5
	Condensed Consolidated Statements of Cash Flows	6	6
	Notes to Condensed Consolidated Financial Statements	7	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22	20
Item 4.	Controls and Procedures	22	20
PART II.	OTHER INFORMATION	24	22
Item 1.	Legal Proceedings	24	22
Item 1A.	Risk Factors	24	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26	24
Item 3.	Defaults Upon Senior Securities	26	24
Item 4.	Mine Safety Disclosures	26	24
Item 5.	Other Information	26	24
Item 6.	Exhibits	27	25
Signatures		28	26

PART I. FINANCIAL INFORMATION

Intelligent Bio Solutions Inc.

Condensed Consolidated Balance Sheets

	As of September 30,			As of June 30,
	December 31,			June 30,
	2025			2025
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1740,~~660,105~~371		$	1,019,909
Accounts receivable, net		~~717~~456,~~823~~657			594,614
Inventories		628,177			635,215
Subscription receivable from shareholders, net		9,402,105			-
Research and development tax incentive receivable		924,062			734,408
Inventories		590,246			635,215
Assets held for sale		66,020			327,500
Research and development tax incentive receivable		505,172			734,408
Other current assets		488,182			826,976
Assets held for sale		-			327,500
Total current assets		4,484,369			4,138,622
Other current assets		480,133			826,976
Property and equipment, net		271,745			251,325
Total current assets		12,174,684			4,138,622
Operating lease right-of-use assets		1,808,892			69,520
Property and equipment, net		321,741			251,325
Intangibles, net		3,473,303			3,790,319
Operating lease right-of-use assets		1,887,178			69,520
Total assets	$	10,038,309		$	8,249,786
Intangibles, net		3,269,439			3,790,319
Total assets	$	17,653,042		$	8,249,786
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	34,~~992~~261,~~427~~236		$	4,534,246
Current portion of operating lease liabilities		~~362~~382,~~801~~518			84,659
Current employee benefit liabilities		~~567~~470,~~059~~486			534,990
Notes payable		~~139~~13,~~787~~001			197,146
Total current liabilities		5,~~062~~127,~~074~~241			5,351,041
Employee benefit liabilities, less current portion		~~100~~106,~~041~~926			84,921
Operating lease liabilities, less current portion		1,~~449~~529,~~265~~064			-
Total liabilities		6,~~611~~763,~~380~~231			5,435,962
Commitments and contingencies (Note 9)		-			-
Shareholders’ equity
Common stock, $0.01 par value, 100,000,000 shares authorized, 9,098,473 and 9,098,357 shares issued and outstanding, respectively, as of September 30, 2025; 7,323,377 and 7,323,261 shares issued and outstanding, respectively, as of June 30, 2025		90,985			73,230
Common stock, $0.01 par value, 100,000,000 shares authorized, 1,238,446 and 1,238,434 shares issued and outstanding, respectively, as of December 31, 2025; 732,338 and 732,326 shares issued and outstanding, respectively, as of June 30, 2025*		12,384			7,323
Treasury stock, at cost, 116 shares as of September 30, 2025 and June 30, 2025		(1	)		(1	)
Treasury stock, at cost, 12 shares as of December 31, 2025 and June 30, 2025*		(1	)		(1	)
Additional paid-in capital		69,325,542			65,783,916
Additional paid-in capital*		79,540,489			65,849,823
Accumulated deficit		(6568,~~516~~193,~~071~~661	)		(62,533,065	)
Accumulated other comprehensive loss		(~~279~~266,~~228~~079	)		(327,944	)
Total consolidated Intelligent Bio Solutions Inc. equity		311,~~621~~093,~~227~~132			2,996,136
Non-controlling interest		(~~194~~203,~~298~~321	)		(182,312	)
Total shareholders’ equity		310,~~426~~889,~~929~~811			2,813,824
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1017,~~038~~653,~~309~~042		$	8,249,786

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

*	Common stock and per share amounts have been retroactively adjusted to reflect a 1-for-10 reverse stock split effected on December 15, 2025, throughout the condensed consolidated financial statements unless otherwise stated.

Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)*

(Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue	$	1896,~~111,797~~774		$	~~872~~607,~~287~~494		$	2,008,571		$	1,479,781
Cost of revenue (exclusive of amortization shown separately below)		(~~593~~437,~~506~~035	)		(~~525~~384,~~486~~381	)		(1,030,541	)		(909,867	)
Gross profit		~~518~~459,~~291~~739			~~346~~223,~~801~~113			978,030			569,914
Other income
Government support income		~~193~~72,~~267~~720			~~126~~133,~~128~~640			265,987			259,768
Operating expenses
Selling, general and administrative expenses		(2,~~659~~337,~~824~~041	)		(1,~~949~~809,~~016~~114	)		(4,996,865	)		(3,758,130	)
Development and regulatory approval expenses		(~~486~~522,~~169~~113	)		(~~948~~506,~~752~~944	)		(1,008,282	)		(1,455,696	)
Depreciation and amortization		(~~303~~281,~~378~~896	)		(~~300~~305,~~422~~177	)		(585,274	)		(605,599	)
Impairment of long-lived assets		(~~261~~27,~~780~~147	)		-			(288,927	)		-
Total operating expenses		(3,~~711~~168,~~151~~197	)		(32,~~198~~621,~~190~~235	)		(6,879,348	)		(5,819,425	)
Loss from operations		(2,~~999~~635,~~593~~738	)		(2,~~725~~264,~~261~~482	)		(5,635,331	)		(4,989,743	)
Other income (expense), net
Interest expense		(356,~~903~~209	)		(2213,~~327~~502	)		(60,112	)		(35,829	)
Realized foreign exchange loss		-			(51750	)		-			(801	)
Interest income		85,~~504~~334			5221,~~840~~937			13,838			74,777
Total other income, net		4,601			30,462
Total other income (expense), net		(50,875	)		7,685			(46,274	)		38,147
Net loss		(2,~~994~~686,~~992~~613	)		(2,~~694~~256,~~799~~797	)		(5,681,605	)		(4,951,596	)
Net loss attributable to non-controlling interest		(119,~~986~~023	)		(97,~~166~~327	)		(21,009	)		(16,493	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,~~983~~677,~~006~~590	)	$	(2,~~685~~249,~~633~~470	)	$	(5,660,596	)	$	(4,935,103	)
Other comprehensive income (loss)
Foreign currency translation gain		48,716			216,355
Foreign currency translation gain (loss)		13,149			(143,165	)		61,865			73,190
Total other comprehensive income		48,716			216,355
Total other comprehensive income (loss)		13,149			(143,165	)		61,865			73,190
Comprehensive loss		(2,~~946~~673,~~276~~464	)		(2,~~478~~399,~~444~~962	)		(5,619,740	)		(4,878,406	)
Comprehensive loss attributable to non-controlling interest		(119,~~986~~023	)		(97,~~166~~327	)		(21,009	)		(16,493	)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.	$	(2,~~934~~664,~~290~~441	)	$	(2,~~469~~392,~~278~~635	)	$	(5,598,731	)	$	(4,861,913	)
Net loss per share, basic and diluted	$	(0.35	)	$	(0.70	)
Net loss per share, basic and diluted*	$	(2.82	)	$	(4.96	)	$	(6.27	)	$	(11.82	)
Weighted average shares outstanding, basic and diluted		8,546,934			3,811,090
Weighted average shares outstanding, basic and diluted*		950,829			453,582			902,761			417,345

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

*	Common stock and per share amounts have been retroactively adjusted to reflect a 1-for-10 reverse stock split effected on December 15, 2025, throughout the condensed consolidated financial statements unless otherwise stated.

Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Changes in Shareholders’ Equity*

(Unaudited)

Three Months Ended September 30, 2025 and 2024

												Additional					Other			Non-			Total
	Common stock					Treasury stock						paid-in		Accumulated			comprehensive			controlling			shareholders’
	Shares			Amount		Shares			Amount			capital		deficit			income (loss)			interest			equity
Balance, June 30, 2025*		732,326		$	7,323		(12	)	$	(1	)	$	65,849,823	$	(62,533,065	)	$	(327,944	)	$	(182,312	)	$	2,813,824
Issuance of restricted stock to vendors		816			8		-			-			11,992		-			-			-			12,000
Issuance of common stock, net of issuance costs At-the- Market Offerings		12,326			123		-			-			213,627		-			-			-			213,750
Common stock issued for warrants exercised, net of issuance costs		164,367			1,644		-			-			3,331,987		-			-			-			3,333,631
Foreign currency translation adjustment		-			-		-			-			-		-			48,716			-			48,716
Net loss		-			-		-			-			-		(2,983,006	)		-			(11,986	)		(2,994,992	)
Balance, September 30, 2025		909,835			9,098		(12	)		(1	)		69,407,429		(65,516,071	)		(279,228	)		(194,298	)		3,426,929
Reverse stock split rounding adjustment		(1	)		-		-			-			-		-			-			-			-
Issuance of restricted stock to vendors		9,236			92		-			-			61,483		-			-			-			61,575
Issuance of common stock, net of issuance costs At-the- Market Offerings		192,072			1,921		-			-			1,157,562		-			-			-			1,159,483
Common stock issued for warrants exercised, net of issuance costs		22,291			223		-			-			2,006		-			-			-			2,229
Issuance of common stock, net of issuance costs		105,000			1,050		-			-			8,912,009		-			-			-			8,913,059
Foreign currency translation adjustment		-			-		-			-			-		-			13,149			-			13,149
Net loss		-			-		-			-			-		(2,677,590	)		-			(9,023	)		(2,686,613	)
Balance, December 31, 2025		1,238,434		$	12,384		(12	)	$	(1	)	$	79,540,489	$	(68,193,661	)	$	(266,079	)	$	(203,321	)	$	10,889,811

	Shares		Amount		Shares			Amount			capital		deficit			income (loss)			interest			equity
	Common stock				Treasury stock						Additional paid-in		Accumulated			Other comprehensive			Non- controlling			Total shareholders’
	Shares		Amount		Shares			Amount			capital		deficit			income (loss)			interest			equity
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, June 30, 2024*		345,600	$	3,456		(12	)	$	(1	)	$	61,002,841	$	(51,964,332	)	$	(712,614	)	$	(146,159	)	$	8,183,191
Issuance of restricted stock to vendors		8,164		82		-			-			11,918		-			-			-			12,000
Issuance of common stock upon exercise of warrants		79,393		794		-			-			7,145		-			-			-			7,939
Issuance of common stock, net of issuance costs At Market Offerings		123,264		1,233		-			-			212,517		-			-			-			213,750
Stock awards issued to employees		9,950		100		-			-			189,945		-			-			-			190,045
Common stock issued for warrants exercised, net of issuance costs		1,643,668		16,440		-			-			3,317,191		-			-			-			3,333,631
Issuance of restricted stock to vendors		1,116		11		-			-			11,989		-			-			-			12,000
Foreign currency translation gain		-		-		-			-			-		-			48,716			-			48,716
Issuance of common stock, net of issuance costs At-the- Market Offerings		1,717		17		-			-			34,494		-			-			-			34,511
Net loss		-		-		-			-			-		(2,983,006	)		-			(11,986	)		(2,994,992	)
Foreign currency translation adjustment		-		-		-			-			-		-			216,355			-			216,355
Balance, September 30, 2025		9,098,357	$	90,985		(116	)	$	(1	)		69,325,542	$	(65,516,071	)	$	(279,228	)	$	(194,298	)	$	3,426,929
Net loss		-		-		-			-			-		(2,685,633	)		-			(9,166	)		(2,694,799	)
Balance, September 30, 2024		437,776		4,378		(12	)		(1	)		61,246,414		(54,649,965	)		(496,259	)		(155,325	)		5,949,242
Balance		437,776		4,378		(12	)		(1	)		61,246,414		(54,649,965	)		(496,259	)		(155,325	)		5,949,242
Issuance of restricted stock to vendors		811		8		-			-			11,992		-			-			-			12,000
Issuance of common stock, net of issuance costs At-the- Market Offerings		42,120		421		-			-			641,687		-			-			-			642,108
Foreign currency translation adjustment		-		-		-			-			-		-			(143,165	)		-			(143,165	)
Net loss		-		-		-			-			-		(2,249,470	)		-			(7,327	)		(2,256,797	)
Balance, December 31, 2024		480,707	$	4,807		(12	)	$	(1	)	$	61,900,093	$	(56,899,435	)	$	(639,424	)	$	(162,652	)	$	4,203,388
Balance		480,707	$	4,807		(12	)	$	(1	)	$	61,900,093	$	(56,899,435	)	$	(639,424	)	$	(162,652	)	$	4,203,388

	Common stock				Treasury stock						Additional paid-in		Accumulated			Other comprehensive			Non- controlling			Total shareholders’
	Shares		Amount		Shares			Amount			capital		deficit			income (loss)			interest			equity
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		793,930		7,939		-			-			-		-			-			-			7,939
Stock awards issued to employees		99,500		995		-			-			189,050		-			-			-			190,045
Issuance of restricted stock to vendors		11,162		112		-			-			11,888		-			-			-			12,000
Issuance of common stock, net of issuance costs		17,167		172		-			-			34,339		-			-			-			34,511
Foreign currency translation gain		-		-		-			-			-		-			216,355			-			216,355
Net loss		-		-		-			-			-		(2,685,633	)		-			(9,166	)		(2,694,799	)
Balance, September 30, 2024		4,377,759	$	43,775		(116	)	$	(1	)	$	61,207,017	$	(54,649,965	)	$	(496,259	)	$	(155,325	)	$	5,949,242
Balance		4,377,759	$	43,775		(116	)	$	(1	)	$	61,207,017	$	(54,649,965	)	$	(496,259	)	$	(155,325	)	$	5,949,242

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

*	Common stock and per share amounts have been retroactively adjusted to a 1-for-10 reverse stock split effected on December 15, 2025, throughout the condensed consolidated financial statements unless otherwise stated.

Intelligent Bio Solutions Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	2025			2024
	Three Months Ended September 30,
	Six Months Ended December 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(25,~~994~~681,~~992~~605	)	$	(24,~~694~~951,~~799~~596	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		~~257~~585,~~907~~274			~~241~~610,~~622~~746
Amortization of right-of-use assets		45,471			61,489
Impairment of long-lived assets		288,927			-
Impairment of long-lived assets		261,780			-
Stock-based compensation		73,575			214,045
Provision for credit losses		73			-
Non-cash adjustment on R&D expenditure claims		127,108			(109,736	)
Stock-based compensation		12,000			202,045
Non-cash other operating activities		32,333			41,806
Non-cash refund of R&D expenditure claims		-			(86,037	)
Changes in operating assets and liabilities:
Non-cash other operating activities		147,842			(33,170	)
Accounts receivable		137,957			163,624
Changes in operating assets and liabilities
Inventories		44,969			76,257
Accounts receivable		(123,209	)		(148,874	)
Research and development tax incentive receivable		229,236			149,645
Inventories		7,038			38,748
Other current assets		346,843			21,302
Research and development tax incentive receivable		(189,654	)		(123,002	)
Accounts payable and accrued expenses		(521,659	)		(792,051	)
Deferred charges		-			(127,586	)
Long-term employee benefit liabilities		22,005			(135,678	)
Other current assets		338,794			101,379
Operating lease liabilities		(99,303	)		(332	)
Accounts payable and accrued expenses		(567,109	)		221,335
Net cash used in operating activities		(4,414,340	)		(4,711,968	)
Long-term employee benefit liabilities		15,120			6,116
Cash Flows from Investing activities
Operating lease liabilities		(57,886	)		(46,482	)
Proceeds from sale of assets held for sale		40,158			-
Net cash used in operating activities		(2,846,825	)		(2,387,216	)
Purchase of property and equipment		(138,633	)		(8,936	)
Cash flows from investing activities
Net cash used in investing activities		(98,475	)		(8,936	)
Purchase of property and equipment		(70,401	)		-
Cash flows from Financing Activities
Net cash used in investing activities		(70,401	)		-
Proceeds from issuance of common stock, net of issuance costs		899,185			666,255
Cash flows from financing activities
Proceeds from issuance of common stock, net of issuance costs		224,534			34,511
Proceeds from issuance of common stock for warrants exercised, net of issuance costs		3,333,631			7,939
Net cash provided by financing activities		34,~~558~~232,~~165~~816			42674,~~450~~194
Effect of foreign exchange rates on cash and cash equivalents		~~(743~~461	)		30(15,~~099~~179	)
Net increase (decrease) in cash and cash equivalents		640,196			(2,314,667	)
Net decrease in cash and cash equivalents		(279,538	)		(4,061,889	)
Cash and cash equivalents, beginning of the period		1,019,909			6,304,098
Cash and cash equivalents, beginning of period		1,019,909			6,304,098
Cash and cash equivalents, end of the period	$	1740,~~660,105~~371		$	32,~~989~~242,~~431~~209
Non-cash investing and financing activities
Equity issuance costs in accounts payable and accrued expenses	$	-		$	127,586
Issuance of shares for a subscription receivable from shareholders, net	$	9,402,105		$	10,363
Receivable for issuance of common shares	$	4,215		$	-
Operating lease assets obtained in exchange for operating lease liabilities	$	1,928,398		$	-
Operating lease assets obtained in exchange for operating lease liabilities	$	1,785,293		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Intelligent Bio Solutions Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Intelligent Bio Solutions Inc. (formerly known as GBS 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, (formerly known as Glucose Biosensor Systems (Greater China) Pty Ltd) was formed on August 4, 2016, under the laws of New South Wales, Australia. On October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales. Our headquarters are in New York City.

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.

Reverse Stock Split

December 2025 Reverse Stock Split

On December 12, 2025, the Company filed a certificate of amendment to its amended and restated certificate of incorporation to effect, as of 11:59 p.m. December 15, 2025, a 1-for-10 reverse stock split of the Company’s common stock (the “2025 Reverse Stock Split”). The Company’s common stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on December 16, 2025.

Unless otherwise indicated, all issued and outstanding shares of common stock, per share amounts and outstanding equity instruments and awards exercisable into common stock contained in the unaudited condensed consolidated financial statements of the Company and notes thereto have been retroactively adjusted to reflect the 2025 Reverse Stock Split for all prior periods presented.

NOTE 2. LIQUIDITY AND GOING CONCERN

Through ~~September~~December 3031, 2025, the Company has financed its operations primarily through proceeds from public offerings and private placements of of equity securities, warrant inducement transactions, existing trade and shareholder financing arrangements, and the incurrence of debt. The Company incurred net losses of $2,~~983~~677,~~006~~590 and $5,660,596 (after losses attributable to non-controlling interest) for the three and six months ended ~~September~~December 3031, 2025, respectively (net loss of $2,249,470 and $4,935,103 for the three and six months ended December 31, 2024, respectively). As of ~~September~~December 3031, 2025, the Company has shareholders’ equity of $310,~~426~~889,~~929~~811, working capital ~~deficit~~ of $~~577~~7,~~705~~047,443, and an accumulated deficit of $6568,~~516~~193,~~071~~661.

The Company ~~anticipates~~expects to continue to incur operating losses for the foreseeable future. ~~The~~and ~~Company~~ does not ~~expect~~anticipate togenerating ~~generate~~ positive cash flows from operating activities in ~~and~~the ~~may~~near ~~continue~~term. toThe ~~incur~~Company’s ~~operating~~ability ~~losses~~to ~~until~~achieve itprofitability ~~sufficiently~~depends ~~delivers~~ on, ~~its~~among ~~objectives~~other ~~which~~things, ~~include~~the successful completion of ~~the~~ regulatory approval ~~process~~processes in the United States ~~of America (U.S.)~~ and other markets ~~where such approval may be required~~, expansion of its revenue base into target markets, and the continued development and commercialization of its products. The ~~ability~~achievement toof ~~achieve~~ these objectives is subject to ~~inherent~~significant risks and nouncertainties, ~~assurance~~and there can be ~~provided~~no assurance that ~~these~~they ~~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 a going concern within one year ~~after~~from the issuance date of ~~release of~~ these unaudited condensed consolidated financial statements. Management believes there is a material risk that the Company’s cash and cash equivalents as of ~~September~~approximately 30$740,371 ~~2025,~~and ofthe ~~approximately~~subscription receivable from shareholders of $~~1.66~~9,402,105 ~~million~~(which, on January 2, 2026, the proceeds were received by the Company) as of December 31, 2025 will be insufficient to fund its current operating plan ~~through~~for at least the next ~~twelve~~12 months from the issuance date of these unaudited condensed consolidated financial statements. As ~~Accordingly~~a result, the Company will be required to raise additional funds during the next 12 months. ~~However,~~See ~~there~~Note ~~can~~8 befor nomore ~~assurance~~information ~~that when the Company requires additional financing, such financing will be~~regarding ~~available on terms which are favorable to~~ the ~~Company,~~December orPrivate atPlacement ~~all. If the Company is unable to raise additional funding to meet its working capital requirements 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~~subscription ~~may be unable to realize its assets and discharge its liabilities in the normal course of business~~receivable.

~~Accordingly~~While the Company intends to obtain additional funding through equity or debt financings, strategic collaborations, or other arrangements, there can be no assurance ~~these~~that ~~factors~~such ~~raise~~funding ~~substantial~~will ~~doubt~~be ~~about~~available on acceptable terms, or at all. If the Company’s ~~ability~~is unable to ~~continue~~obtain asadditional afinancing ~~going~~when ~~concern~~needed, it ~~unless~~may itbe ~~can~~required ~~successfully~~to ~~meet~~ delay, reduce, or curtail the ~~stated~~scope ~~objectives~~of ~~and/or~~its ~~raise~~operations ~~additional~~and ~~capital~~development activities.

~~The Company’s~~Accordingly, ~~unaudited~~these ~~condensed consolidated financial statements have been prepared on a going concern basis which contemplates~~conditions ~~the~~raise ~~realization~~substantial ofdoubt ~~assets~~about ~~and satisfaction of liabilities and commitments in~~ the normal course of business. The unaudited condensed 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’s beability ~~unable~~ to continue as a going concern.

The unaudited condensed 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. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of asset amounts or the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP” or “GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by US GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three and six months ended ~~September~~December 3031, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures ~~should~~ should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ~~ended~~ ended June 30, 2025, which was filed with the SEC on August 15, 2025 (the “2025 Form 10-K”).

~~There~~The unaudited condensed consolidated financial statements and notes thereto give retrospective effect for the December ~~have~~2025 ~~been~~Reverse noStock ~~material~~Split ~~changes~~for toall ~~our~~periods ~~significant~~presented. ~~accounting~~All ~~policies~~common ~~disclosed~~stock, inoptions ~~Note~~exercisable 3for -common ~~Summary~~stock, ofrestricted ~~Significant~~stock ~~Accounting Policies~~units, ofwarrants, and per share amounts contained in the ~~Notes~~unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the ~~Consolidated~~December ~~Financial~~2025 ~~Statements~~Reverse ~~included~~Stock inSplit ~~our~~for ~~2025~~all ~~Form~~periods ~~10-K~~presented.

Principles of consolidation

These unaudited condensed 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 or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated.

All significant inter-company transactions and balances have been eliminated upon consolidation.

Use of estimates

The preparation of condensed 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 unaudited condensed 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 unaudited condensed consolidated financial statements.

Significant estimates inherent in the preparation of the accompanying unaudited condensed consolidated financial statements include 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

Accounting Standard Codification (“ASC”) 280, Segment Reporting, 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 Southeast Asia and Oceania
●	Rest of 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, 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~~ 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 ~~September~~December 3031, 2025, and June 30, 2025. 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 $619 and $546 as of ~~September~~December 3031, 2025, and June 30, 2025, respectively. The provision for credit losses for the three months ended December 31, 2025, and 2024 was $0. ~~September~~The 30provision for credit losses for the six months ended December 31, 2025, and 2024 was $73 and $0, respectively.

Concentration of credit risk

The Company places its cash and cash equivalents, which may at times be in excess of Australia’s Financial Claims Scheme, the U.K. Financial Services Compensation Scheme or the U.S. 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 December ~~September 30~~31, 2025 and June 30, 2025 were $1208,~~183,852~~ 647 and $541,074, respectively. No losses have been incurred to date on any deposits.

Major Customer - One customer accounted for 1121.6% and 6.7% of revenues for the three months ended December 31, 2025 and 172024, respectively.8 One customer accounted for 9.6% and 10.7% of revenues for ~~three~~the six months ended ~~September 30~~December 31, 2025 and 2024, respectively.

Major Supplier - The Company’s largest suppliers accounted for 1729.61% and 2034.34% of purchases for the three months ended December 31, 2025 and 2024, respectively. The Company’s largest suppliers accounted for 23.1% and 22.7% of purchases for the six months ended ~~September~~December 3031, 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.

Disaggregated revenue

The following table disaggregates the Company’s revenue by product type:

	2025		2024		2025		2024
	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Sales of goods - cartridges	$	~~640~~516,~~300~~754	$	~~448~~388,~~514~~297	$	1,157,054	$	836,811
Sales of goods - readers		~~286~~246,~~913~~519		~~233~~120,~~786~~787		533,432		354,573
Other sales - accessories		~~184~~133,~~584~~501		~~189~~98,~~987~~410		318,085		288,397
Total revenue	$	1896,~~111,797~~774	$	~~872~~607,~~287~~494	$	2,008,571	$	1,479,781

Government support income

The following table disaggregates the Company’s government support income by type:

SCHEDULE OF GOVERNMENT SUPPORT INCOME

	2025		2024		2025		2024
	Three Months Ended September 30,
	Three Months Ended December 31,				Six Months Ended December 31,
	2025		2024		2025		2024
Grant income	$	-	$	1656,~~041~~078	$	-	$	72,119
Research and development (“R&D”) tax refund		~~193~~72,~~267~~720		~~110~~77,~~087~~562		265,987		187,649
Total government support income	$	~~193~~72,~~267~~720	$	~~126~~133,~~128~~640	$	265,987	$	259,768

Foreign currency

The Company’s reporting currency is the U.S. Dollar (“USD”). The functional currency for each foreign subsidiary included in these unaudited condensed 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 period. 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 unaudited condensed consolidated balance sheets.

Cash flows are also translated at average translation rates for the periods; therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed 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.

Recent Accounting Pronouncements

~~Pending~~As ~~adoption:~~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.

~~In December 2023, the FASB issued ASU 2023-09, Income~~Pending ~~Taxes (Topic 740)~~Adoption: 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 and interim periods beginning after December 15, 2025, 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 ASU on our condensed consolidated financial statements. The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending June 30, 2026.

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 and interim periods beginning after December 15, 2025, 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 ASU on our unaudited condensed consolidated financial statements. The Company expects to adopt this guidance in its Annual Report on Form 10-K for the year ending June 30, 2027. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, 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.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (ASC Topic 326), which amends ~~topic~~ ~~326~~the credit losses guidance. Specifically, the ASU provides a practical expedient whereby an entity can assume that current conditions as of the balance sheet date will not change for the remaining life of the asset (e.g., the account receivable). This guidance is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of this standard on the unaudited condensed consolidated financial statements.

~~Other~~In ~~ASUs~~December 2025, the FASB issued ASU ~~but~~No. ~~not~~2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The standard improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The ASU also provides additional guidance on what disclosures should be provided in interim reporting periods. The new guidance will become effective ~~until~~for ~~after~~annual ~~September~~reporting 30periods beginning on January 1, ~~2025~~2028 and interim reporting periods beginning on January 1, ~~are~~2029, ~~not~~will ~~expected~~require toeither ~~have~~prospective or aretrospective ~~material~~presentation, ~~effect~~and onearly adoption is permitted. Management is currently evaluating the ~~Company’s~~impact ~~consolidated~~of ~~financial~~the ~~position,~~new ~~annual~~standard ~~results~~on the ofCompany’s ~~operations~~unaudited ~~and/or~~condensed ~~cash~~consolidated ~~flows~~financial statements.

In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements. The standard represents changes to the FASB ASC that (1) clarify, (2) correct errors, or (3) make minor improvements so the FASB ASC is easier to understand and apply. The new guidance will become effective for annual and interim periods beginning on January 1, 2027, with early adoption permitted. Management is currently evaluating the impact of the new standard on the Company’s unaudited condensed consolidated financial statements.

Other ASUs issued but not effective until after December 31, 2025, are not expected to have a material effect on the Company’s consolidated financial position, annual results of operations and/or cash flows.

NOTE 4. SEGMENT INFORMATION

~~ASC~~The ~~280,~~following ~~Segment~~tables ~~Reporting,~~set ~~establishes~~forth ~~standards for~~ the ~~manner~~Company’s inrevenue, ~~which~~government ~~companies~~support ~~report~~income, ~~financial~~net ~~information~~income ~~about~~(loss) ~~operating~~and ~~segments, products,~~long-lived ~~services,~~assets ~~geographic~~and ~~areas~~inventories by operating and ~~major~~reportable ~~customers~~segments.

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.

A) Revenue, government support income and net loss

	2025			2024(1)
Revenue	2025			2024(1)			2025			2024(1)
	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024(1)
Revenue	2025			2024(1)			2025			2024(1)
Revenue
United Kingdom	$	846,882		$	548,164		$	1,915,801		$	1,372,001
United Kingdom	$	1,068,920		$	823,837
APAC		1,542			5,966			3,228			6,546
APAC		1,686			580
Americas		7,626			12,145			12,596			23,240
Americas		4,970			11,095
Rest of world		40,725			41,219			76,946			77,994
Rest of World		36,221			36,775
Total Revenue	$	896,774		$	607,494		$	2,008,571		$	1,479,781
Total Revenue	$	1,111,797		$	872,287
Government Support Income
Government Support Income
United Kingdom	$	(28,775	)	$	40,427		$	41,606		$	40,427
United Kingdom	$	70,381		$	-
APAC		101,495			93,213			224,381			219,341
APAC		122,886			126,128
Total Government Support Income	$	72,720		$	133,640		$	265,987		$	259,768
Total Government Support Income	$	193,267		$	126,128
Net Income (Loss)
Net Income (Loss)
United Kingdom	$	(830,202	)	$	(813,066	)	$	(1,447,657	)	$	(1,480,018	)
United Kingdom	$	(617,454	)	$	(666,952	)
APAC		(867,579	)		(704,547	)		(2,020,178	)		(1,585,983	)
APAC		(1,152,599	)		(881,436	)
Americas		(1,026,478	)		(774,065	)		(2,278,214	)		(1,941,591	)
Americas		(1,251,737	)		(1,167,526	)
Rest of world		37,646			34,881			64,444			55,996
Rest of World		26,798			21,115
Net Loss	$	(2,686,613	)	$	(2,256,797	)	$	(5,681,605	)	$	(4,951,596	)
Total Net Loss	$	(2,994,992	)	$	(2,694,799	)

⁽¹⁾	Comparative amounts for the prior period have been reclassified to conform to current period presentations.

~~B) Long-lived assets and inventories, net~~10

Long-lived assets, net	September 30, 2025		June 30, 2025
United Kingdom	$	5,360,433	$	3,906,667
APAC		193,507		204,497
Americas		-		-
Rest of World		-		-
Total Long-Lived Assets	$	5,553,940	$	4,111,164
Inventories
United Kingdom	$	560,027	$	564,559
APAC		68,150		70,656
Americas		-		-
Rest of World		-		-
Total Inventories	$	628,177	$	635,215
Total Long-Lived Assets and Inventories, net	$	6,182,117	$	4,746,379

B) Long-lived assets and inventories

Long-lived assets, net	December 31, 2025		June 30, 2025
United Kingdom	$	5,149,830	$	3,906,667
APAC		328,528		204,497
Total Long-Lived Assets	$	5,478,358	$	4,111,164

Inventories
United Kingdom	$	522,676	$	564,559
APAC		67,570		70,656
Total Inventories	$	590,246	$	635,215

Total Long-Lived Assets and Inventories	$	6,068,604	$	4,746,379

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:

	United Kingdom			APAC			Americas			Rest of world			Total
	Three Months Ended December 31, 2025															Six Months Ended December 31, 2025
	Three Months Ended September 30, 2025
	United Kingdom			APAC			Americas			Rest of world			Total			United Kingdom			APAC			Americas			Rest of world			Total
	United Kingdom			APAC			Americas			Rest of World			Total
Revenue	$	846,882		$	1,542		$	7,626		$	40,725		$	896,774		$	1,915,801		$	3,228		$	12,596		$	76,946		$	2,008,571
Revenue	$	1,068,920		$	1,686		$	4,970		$	36,221		$	1,111,797
Add: Government support income		(28,775	)		101,495			-			-			72,720			41,606			224,381			-			-			265,987
Add: Government support income		70,381			122,886			-			-			193,267
Less: Cost of revenue (exclusive of amortization shown separately below)		(431,909	)		(1,011	)		(1,036	)		(3,079	)		(437,035	)		(1,013,395	)		(2,562	)		(2,082	)		(12,502	)		(1,030,541	)
Less: Cost of revenue (exclusive of amortization shown separately below)		(581,486	)		(1,551	)		(1,046	)		(9,423	)		(593,506	)
Selling, general and administrative expenses		(721,261	)		(690,720	)		(925,060	)		-			(2,337,041	)		(1,481,861	)		(1,453,679	)		(2,061,325	)		-			(4,996,865	)
Selling, general and administrative expenses		(760,600	)		(762,959	)		(1,136,265	)		-			(2,659,824	)
Development and regulatory approval expenses		(179,175	)		(230,344	)		(112,594	)		-			(522,113	)		(307,856	)		(461,614	)		(238,812	)		-			(1,008,282	)
Development and regulatory approval expenses		(128,681	)		(231,270	)		(126,218	)		-			(486,169	)
Depreciation and amortization		(262,448	)		(19,448	)		-			-			(281,896	)		(547,256	)		(38,018	)		-			-			(585,274	)
Depreciation and amortization		(284,808	)		(18,570	)		-			-			(303,378	)
Impairment of long-lived assets		-			(27,147	)		-			-			(27,147	)		-			(288,927	)		-			-			(288,927	)
Impairment of long-lived assets		-			(261,780	)		-			-			(261,780	)
Other segment items(1)		(53,516	)		(1,946	)		4,587			-			(50,876	)		(54,696	)		(2,987	)		11,409			-			(46,274	)
Other segment items(1)		(1,180	)		(1,041	)		6,822			-			4,601
Segment net income (loss)	$	(830,202	)	$	(867,579	)	$	(1,026,478	)	$	37,646		$	(2,686,613	)	$	(1,447,657	)	$	(2,020,178	)	$	(2,278,214	)	$	64,444		$	(5,681,605	)
Segment net income (loss)	$	(617,454	)	$	(1,152,599	)	$	(1,251,737	)	$	26,798		$	(2,994,992	)

⁽¹⁾	Other segment items included interest income, interest expense and realized currency loss.

1011

	United Kingdom(1)			APAC(1)			Americas(1)			Rest of world(1)			Total(1)
		(1)			(1)			(1)			(1)			(1)			(1)			(1)			(1)			(1)			(1)
	Three Months Ended September 30, 2024(1)
	Three Months Ended December 31, 2024(1)															Six Months Ended December 31, 2024(1)
	United Kingdom			APAC			Americas			Rest of ~~World~~world			Total			United Kingdom			APAC			Americas			Rest of world			Total
Revenue	$	~~823~~548,~~837~~164		$	~~580~~5,966		$	1112,~~095~~145		$	3641,~~775~~219		$	~~872~~607,~~287~~494		$	1,372,001		$	6,546		$	23,240		$	77,994		$	1,479,781
Add: Government support income		-40,427			~~126~~93,~~128~~213			-			-			~~126~~133,~~128~~640			40,427			219,341			-			-			259,768
Less: Cost of revenue (exclusive of amortization shown separately below)		(~~491~~364,~~264~~621	)		(1113,~~957~~129	)		(~~6,605~~293	)		(156,~~660~~338	)		(~~525~~384,~~486~~381	)		(855,885	)		(25,086	)		(6,898	)		(21,998	)		(909,867	)
Selling, general and administrative expenses		(~~581~~604,~~560~~302	)		(~~699~~584,~~253~~566	)		(~~668~~620,~~203~~246	)		-			(1,~~949~~809,~~016~~114	)		(1,185,862	)		(1,283,819	)		(1,288,449	)		-			(3,758,130	)
Development and regulatory approval expenses		(~~112~~126,~~794~~616	)		(~~281~~193,~~963~~682	)		(~~553~~186,~~995~~646	)		-			(~~948~~506,~~752~~944	)		(239,410	)		(475,645	)		(740,641	)		-			(1,455,696	)
Depreciation and amortization		(~~290~~295,~~158~~162	)		(10,~~264~~015	)		-			-			(~~300~~305,~~422~~177	)		(585,320	)		(20,279	)		-			-			(605,599	)
Impairment of long-lived assets		-			-			-			-			-			-			-			-			-			-
Other segment items(2)		(1510,~~013~~956	)		(42,~~707~~334	)		5020,~~182~~975			-			307,~~462~~685			(25,969	)		(7,041	)		71,157			-			38,147
Segment net income (loss)	$	(~~666~~813,~~952~~066	)	$	(~~881~~704,~~436~~547	)	$	(1774,~~167,526~~065	)	$	2134,~~115~~881		$	(2,~~694~~256,~~799~~797	)	$	(1,480,018	)	$	(1,585,983	)	$	(1,941,591	)	$	55,996		$	(4,951,596	)

⁽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 and realized currency loss.

NOTE 5. INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	September 30, 2025		June 30, 2025
	December 31,		June 30,
Work-in-progress	$	295,037	$	205,083
	2025		2025
Finished goods		333,140		430,132
Raw material	$	278,811	$	205,083
Inventories	$	628,177	$	635,215
Work-in-progress		45,557		-
Finished goods		265,878		430,132
Inventories	$	590,246	$	635,215

NOTE 6. ASSETS HELD FOR SALE

In December ~~September~~ 2025, the Company reviewed its assets held for sale, to ensure they were recorded at the lower of their carrying value or fair value less costs to sell, in accordance with ASC 360, Property, Plant and Equipment. Fair value was measured on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, using a market approach adjusted for estimated transaction terms and disposal costs. Significant unobservable inputs included estimated selling price ranges derived from indicative third-party discussions, discounts for marketability, and management’s estimate of direct selling costs, resulting in a Level 3 fair value measurement within the fair value hierarchy. As a result of this analysis, the Company recorded an impairment loss of $~~261~~27,~~780~~147 and $288, 927, which is reflected as “impairment of long-lived assets” on our unaudited condensed consolidated statements of operations for the three and six months ended ~~September 30~~December 31, 2025.

Assets held for sale consist of the following:

SCHEDULE OF ASSETS HELD FOR SALE

	September 30, 2025		June 30, 2025
	December 31, 2025		June 30, 2025
Construction in progress (CIP)	$	~~66,020~~-	$	327,500
Assets held for sale	$	~~66,020~~-	$	327,500

The Company has not disposed of any assets held for sale during the three months ended September 30, 2025.

NOTE 7. INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following as of ~~September~~December 3031, 2025:

SCHEDULE OF OTHER INTANGIBLE ASSETS

	Weighted average useful lives (years)	Remaining weighted average useful lives (years)		~~Acquisition cost~~		Acquisition cost		~~Effect of foreign currency~~		Effect of foreign currency		~~Accumulated amortization~~		Accumulated amortization		~~Carrying value~~		Carrying value
Technology	7 years	~~4 years~~	4 years	$	~~5,119,000~~	$	5,119,000	$	~~955,136~~	$	967,041	$	~~2,709,999~~	$	2,925,982	$	~~3,364,137~~	$	3,160,059
Customer relationships	3 years	-	-		~~252,000~~		252,000		~~47,020~~		47,606		~~299,020~~		299,606		-		-
Trade names and trademarks	Indefinite	~~Indefinite~~	Indefinite		~~92,000~~		92,000		~~17,166~~		17,380		-		-		~~109,166~~		109,380
Total intangible assets				$	~~5,463,000~~	$	5,463,000	$	~~1,019,322~~	$	1,032,027	$	~~3,009,019~~	$	3,225,588	$	~~3,473,303~~	$	3,269,439

Intangible assets, net consist of the following as of June 30, 2025:

	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

~~The~~Expenses ~~cumulative~~related ~~balance~~to the amortization of intangible assets charged to the ~~accumulated~~unaudited ~~amortization~~condensed asconsolidated statements of ~~September~~operations ~~30,~~and ~~2025~~other comprehensive ~~and~~income ~~June~~(loss) 30for the three months ended December 31, 2025, and 2024 was $3212,~~009,019~~ 228 and $2240,~~835~~783,~~057,~~ respectively.

~~Expense~~Expenses related to the amortization of intangible assets charged to the unaudited condensed consolidated statements of operations and other comprehensive income (loss) for the ~~three~~six months ended ~~September~~December 3031, 2025 and 2024 was $~~242~~454,~~369~~597 and $~~235~~476,~~464~~247, respectively.

1112

Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter:

Fiscal Year	Amount
Remainder of 2026	$	~~630~~421,~~776~~341
2027		~~841~~842,~~034~~682
2028		~~841~~842,~~034~~682
2029		~~841~~842,~~034~~682
2030		210,~~259~~672
Total	$	3,~~364~~160,~~137~~059

NOTE 8. 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 91,~~098~~238,~~357~~434 and 7732,~~323,261~~326 were outstanding as of ~~September~~December 3031, 2025, and June 30, 2025, 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 and 5,728,723 shares have been designated Series E Convertible Preferred Stock. There were no shares of preferred stock issued or outstanding as of ~~September~~December 3031, 2025, and June 30, 2025.

Warrants

As of ~~September~~December 3031, 2025, there were warrants outstanding to purchase 7,~~935~~598,~~928~~398 shares of common stock (subject to adjustment and rounding in accordance with the terms of the applicable warrant agreement), held by certain shareholders, with ~~exercise~~ exercise prices ranging from $0.01 to $41,~~488~~ 248 per share and a weighted-average exercise price of $105.41 01 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~~ including reverse stock splits.

The Company accounts for warrants in accordance with the guidance contained in ASC 815-40, Derivatives and Hedging - Contracts on an Entity’s Own Equity, and determined that the warrants do not meet the criteria for liability treatment thereunder. Therefore, the Company’s outstanding warrants are classified as equity as of December 31, 2025 and June 30, 2025.

At ~~The~~ -the-Market (ATM) Offering

On September 18, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement and under the 2024 ATM Prospectus (as defined below), the Company ~~originally~~ was originally permitted to sell, from time to time, through Ladenburg, as sales agent or principal, shares of the Company’s common stock with an initial aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a prospectus supplement (the “2025 March ATM Supplement”) to the 2024 ATM Prospectus ~~(defined below)~~ in connection with the offer, sale, and issuance of up to $1,376,530 of shares of Common Stock. Prior to the expiration of our “shelf” registration statement on Form S-3 (File No. 333-264218), which became effective on April 20, 2022 (“2022 Shelf”), any sale of shares pursuant to the ATM Agreement were made under 2022 Shelf and included base prospectus, and under the related prospectus supplement filed with the SEC, dated September 18, 2024 (the “2024 ATM Prospectus”), as supplemented by the 2025 March ATM Supplement. On April 11, 2025, the company filed a new “shelf” registration statement on Form S-3 (File No. 333-286489), which became effective on September 10, 2025 (“2025 Shelf”), and subsequently filed prospectus supplement (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 of shares of ~~Common Stock~~Company common stock under the ATM Agreement. Since the expiration of the 2022 Shelf, any sale of shares pursuant to the ATM Agreement ~~are~~were made under the Company’s 2025 Shelf and included base prospectus, and under the related 2025 September ATM Supplement.

AsDuring ~~a result of~~ the ~~sale~~period ~~of shares of common stock by the Company pursuant to the previously disclosed ATM Agreement~~ between ~~the~~September ~~Company and Ladenburg~~18, ~~the Company has raised approximately $2~~2024,~~801,271~~ ~~(net~~through ofDecember ~~commissions of approximately $86~~31,~~639~~ ~~paid to Ladenburg) as of November 10,~~ 2025~~. Of this amount~~, the Company raised approximately $23,~~465~~624,~~291~~ 773 (net of commissions of approximately $76112,~~248~~169 paid to Ladenburg) through the sale and issuance of 1 347,~~557,923~~863 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement ~~during the period between September 18, 2024, through September 30, 2025~~. During the three months ended ~~September~~December 3031, 2025, the Company raised approximately $~~213~~1,~~750~~159,483 (net of commissions of approximately $6 35,~~611~~872 paid to Ladenburg) through the sale and issuance of ~~123~~192,~~264~~071 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement.

Inducement Agreements

On July 25, 2025, the Company entered into warrant exercise inducement offer letters (each an “Inducement Agreement”) with certain existing holders (the “Holders”) of certain outstanding Company warrants to receive new warrants (the “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 issued pursuant to the exercise (or prepayment) of outstanding Series G Warrants and outstanding Series H-1 Warrants (the “2025 Warrant Inducement Transaction”).

Pursuant to the Inducement Agreements, the Holders agreed to (i) exercise their outstanding Series G and Series H-1 Warrants at a reduced exercise price of $19.00 per share ($1.90 per share pre-2025 Reverse Stock Split) (the “Reduced Exercise Price”) to purchase an aggregate 154,549 shares (1,545,494 shares pre-2025 Reverse Stock Split) of the Company’s common stock and (ii) prepay $18.90 per share ($1.89 per share pre-2025 Reverse Stock Split) toward the Reduced Exercise Price for the exercise of Series H-1 Warrants to purchase an additional 47,773 shares (477,734 shares pre-2025 Reverse Stock Split), in exchange for the Company’s agreement to further reduce the exercise price of the prepaid Series H-1 Warrants to $0.10 per share ($0.01 per share pre-2025 Reverse Stock Split), issue Series J Warrants to purchase up to 404,646 shares (4,046,456 shares pre-2025 Reverse Stock Split) of common stock, and reduce the exercise price of the Series H-2 Warrants to the Reduced Exercise Price for up to 156,868 shares (1,568,680 shares pre-2025 Reverse Stock Split). The 2025 Warrant Inducement Transaction closed on July 28, 2025.

As a result of the exercises of the Series G and Series H-1 Warrants, the Company issued an aggregate of 154,549 shares (1,545,494 shares pre–2025 Reverse Stock Split) of common stock. In addition, as a result of the prepayment of the remaining Series H-1 Warrants, the Company amended such warrants to permit the purchase of 47,773 shares (477,734 shares pre-2025 Reverse Stock Split) of common stock at an exercise price of $0.0110 per share ($0.01 per share pre-2025 Reverse Stock Split). The Company received aggregate gross proceeds of approximately $3,839,356 and raised approximately $3,332,646, net of underwriting discounts and commissions of approximately $410,542 and legal and compliance costs of $96,168.

~~Subsequent to the inducement agreements through to~~December ~~September 30,~~ 2025, ~~the~~Securities ~~Company~~Purchase ~~raised approximately $982 and issued 98,174 shares of common stock in connection with the exercise of outstanding prepaid warrants.~~Agreement

~~Advisory~~On December 31, 2025, the Company entered into a Securities Purchase Agreement with two healthcare-focused institutional investors in connection with a private placement (the “December Private Placement”) for the sale by the Company of: (i) 2,298,850 shares of Common Stock or, in lieu thereof, Series L Pre-Funded Warrants (the “Series L Pre-Funded Warrants”), (ii) Series K-1 warrants to purchase up to 2,298,850 shares of Common Stock (the “Series K-1 Warrants”), and (iii) Series K-2 warrants to purchase up to 2,298,850 shares of Common Stock (the “Series K-2 Warrants” and, collectively with the Series K-1 Warrants and Series L Pre-Funded Warrants, the “December 2025 Warrants”). The combined purchase price for one share of Common Stock (or one Series L Pre-Funded Warrant) and accompanying Series K-1 and Series K-2 Warrants was $4.35. The December Private Placement closed on January 2, 2026, at which time the Company issued an aggregate of 105,000 shares of Common Stock, 2,193,850 Series L Pre-Funded Warrants, 2,298,850 Series K-1 Warrants, and 2,298,850 Series K-2 Warrants.

OnSubject to ~~February~~certain ~~29,~~ownership ~~2024~~limitations, the ~~Company~~December ~~entered~~2025 ~~into~~Warrants anare ~~Investor~~exercisable ~~Relations and~~upon ~~Corporate~~issuance. ~~Development~~Each ~~Advisory~~Series ~~Agreement~~L ~~(the~~Pre-Funded ~~“ClearThink~~Warrant ~~Agreement”)~~is ~~with ClearThink Capital LLC (“ClearThink”)~~exercisable ~~pursuant~~for toone ~~which~~share ~~ClearThink~~of ~~provides~~Common ~~certain~~Stock ~~advisory~~at ~~and~~an ~~investor~~exercise ~~relations~~price ~~services~~of ~~to the Company~~$0.01 Asper ~~consideration~~share, ~~for~~subject ~~such~~to ~~services~~adjustment, ~~the~~ ~~Company~~and ~~agreed~~remains ~~pay~~exercisable auntil ~~fee~~exercised in ~~consisting~~full. ~~of:~~Each ~~(a)~~Series anK-1 ~~initial~~Warrant ~~grant of 5,260 restricted shares of common stock (the “Initial Grant”)~~ and ~~(b)~~Series aK-2 ~~monthly~~Warrant ~~fee~~is ~~consisting~~exercisable offor ~~(i)~~one ashare ~~cash fee~~ of aCommon ~~$5,000 per~~Stock ~~month,~~at ~~and~~an ~~(ii)~~exercise aprice ~~grant~~ of ~~restricted common stock with a value of~~ $4~~,000 per~~.10 ~~month ($12,000~~ per share, ~~three-month~~subject ~~period~~to ~~(a “Quarter”))~~adjustment, ~~with~~and ~~the~~has ~~number~~a ofterm ~~shares~~ of ~~common stock~~five inyears ~~each~~commencing ~~such Quarterly issuance (each a “Quarterly Grant”) calculated~~ on the ~~first~~date ~~business~~a ~~day~~registration ofstatement ~~each~~registering ~~Quarter based on~~ the ~~closing~~resale ~~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~~shares ~~date.~~underlying ~~For the~~Series ~~three~~K-1 ~~months~~Warrant ~~ended~~and ~~September~~Series ~~30,~~K-2 ~~2025~~Warrant, ~~the~~as ~~Company recognized $12~~applicable,~~000~~ ~~of expense~~is ~~related~~declared toeffective ~~the~~by ~~ClearThink Agreement in~~ the ~~accompanying~~U.S. ~~unaudited~~Securities ~~condensed consolidated statements of operations~~ and ~~issued 8,164 shares~~Exchange ofCommission ~~restricted~~(the ~~stock to ClearThink~~“SEC”).

12Gross proceeds from the December Private Placement were approximately $10.0 million, before deducting placement agent fees and other offering expenses, and excluding any proceeds from the exercise of the December 2025 Warrants. The Company intends to use the net proceeds for working capital and general corporate purposes.

In connection with the December Private Placement, the Company entered into a Registration Rights Agreement with the investors and agreed to file by January 10, 2026, a resale registration statement (the “Resale Registration Statement”) with the SEC covering all shares of Common Stock sold to the investors and the shares of Common Stock issuable upon exercise of the December 2025 Warrants, and to use its best efforts to cause the Resale Registration Statement to be declared effective no later than February 14, 2026. The Company filed the Resale Registration Statement on January 9, 2026, which was declared effective on January 21, 2026.

The $9,402,105 receivable from investors in the December Private Placement as of December 31, 2025, is referred to herein as the subscription receivable. The related cash proceeds were received on January 2, 2026.

Advisory Agreements

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 (526 shares post-2025 Reverse Stock Split) 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 three and six months ended December 31, 2025, the Company recognized $12,000 and $24,000, respectively, of expense related to the ClearThink Agreement in the accompanying unaudited condensed consolidated statements of operations and issued 8,164 (816 shares post 2025 Reverse Stock Split) and 25,530 shares (2,553 shares post 2025 Reverse Stock Split) of restricted stock to ClearThink.

On November 25, 2025, the Company entered into an advisory agreement (the “MDM Agreement”) with MDM Worldwide Solutions, Inc. (“MDM”) pursuant to which MDM provides strategic communication and business advisory services to the Company. As consideration for such services, the Company agreed to pay (a) one-time setup fee of $100,000, (b) monthly fee of $15,000 and (c) initial grant of 75,000 shares of restricted common stock (7,500 shares post 2025 Reverse Stock Split) of common stock. The agreement has an initial term of 12 months and is automatically renewed for successive twelve-month periods unless terminated in accordance with its terms. For the three and six months ended December 31, 2025, the Company recognized $49,500, of expense related to the MDM Agreement in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

NOTE 9. COMMITMENTS AND CONTINGENCIES

Leases

Cambridge, England - On August 12, 2025 the Company entered into a lease renewal agreement for a facility located in Cambridge, England, replacing the existing lease that expired on August 31, 2025. The Company recognized a right-of-use asset of $1,785,294 and a corresponding lease liability of $1,785,294 as of the lease renewal date.

Sydney, Australia - On ~~August~~November 114, 2025, the Company entered ~~signed~~into a ~~Heads~~lease ofmodification ~~Agreement~~related ~~(the~~to ~~“HOA”) for~~ its ~~office/warehouse~~facility ~~space~~ located in Sydney, Australia, which ~~sets~~extended ~~out~~ the ~~key~~lease ~~terms~~term of3 ayears ~~lease~~from ~~renewal~~April 26, ~~agreement~~2026 ~~that~~to ~~will~~April ~~replace~~26, ~~the~~2029. ~~existing~~As ~~lease~~a ~~that~~result ~~is set~~of tothe ~~expire~~lease ~~on April 25~~modification, ~~2026.~~the ~~The~~Company ~~new~~remeasured the operating lease ~~term~~liabilities ~~will~~and ~~begin~~adjusted the related right-of-use assets based on ~~April~~ ~~26,~~the ~~2026~~revised ~~and~~lease ~~extends~~payments ~~through~~and ~~April 25,~~updated ~~2029.~~discount ~~Under~~rates ~~the~~in ~~HOA,~~effect on the ~~Company~~modification ~~has~~date and ~~agreed~~recognized toa ~~pay~~corresponding ~~monthly~~right-of-use ~~base~~asset ~~rent~~ of ~~approximately~~ $4129,~~189,~~755 ~~compared~~as toof ~~$3,592 under~~ the ~~existing~~modification ~~lease~~date.

Agreement with CenExel HRI

On August 1, 2024, the Company signed an agreement with CenExel HRI 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 ~~September~~December 3031, 2025, $74,012 remains payable under the agreement, which is accrued within current liabilities in the accompanying condensed 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.

NOTE 10. 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~~ common stock or common stock equivalents outstanding after adjusting for the December 2025 Reverse Stock Split. 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.

	2025			2024
	Three Months Ended December 31,						Six Months Ended December 31,
	Three Months Ended September 30,
	2025			2024			2025			2024
	2025			2024
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,677,590	)	$	(2,249,470	)	$	(5,660,596	)	$	(4,935,103	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,983,006	)	$	(2,685,633	)
Basic and diluted net loss per share attributed to common shareholders	$	(2.82	)	$	(4.96	)	$	(6.27	)	$	(11.82	)
Basic and diluted net loss per share attributed to common shareholders	$	(0.35	)	$	(0.70	)
Weighted-average number of shares outstanding		950,829			453,582			902,761			417,345
Weighted-average number of shares outstanding		8,546,934			3,811,090

As the Company has incurred net losses in all periods, certain potentially dilutive securities, including warrants to acquire common stock, 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:

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2025		2024
	As of September 30,
	December 31,
	2025		2024
Warrants		7,~~935~~598,~~928~~398		5,516,754
Anti-dilutive		7,~~935~~598,~~928~~398		5,516,754

NOTE 11. SUBSEQUENT EVENTS

~~During~~On January 2, 2026, in connection with the December ~~October~~Private ~~2025~~Placement, the Company’s ~~stockholders~~received ~~approved:~~$9,402,105 (net of equity costs) of cash related to subscriptions receivable from shareholders that had been recorded on the condensed consolidated balance sheet as “Subscription receivable from shareholders, net” as of December 31, 2025. See Note 8 for more information regarding the December Private Placement and the subscription receivable.

	●	an amendment to the Company’s 2019 Long Term Incentive Plan to increase the aggregate number of shares available for issuance by an additional 495,000 shares (from 1,300,000 to 1,795,000).
	●	the issuance of up to 4,147,616 shares of the Company’s common stock upon the exercise of the Company’s Series J Warrants and the placement agent warrants issued in the 2025 Warrant Inducement Transaction.

In January 2026, the Company raised approximately $1,044,337 (net of commissions of approximately $550 paid to Ladenburg) upon the issuance of 54,968 shares for exercise of warrants Series J and H-2 by investors on January 13, 2026, and January 15, 2026.

~~The~~Other ~~Company~~than ~~raised~~the ~~approximately~~events ~~$335~~noted above,~~980~~ ~~(net~~no ofmaterial ~~commissions~~subsequent ofevents ~~approximately~~have ~~$10,391~~taken ~~paid~~place tothat ~~Ladenburg)~~require ~~through~~disclosure ~~the~~in ~~sale~~these ~~and~~unaudited ~~issuance~~condensed ~~of 354,196 shares~~consolidated offinancial ~~common~~statements ~~stock~~noted between ~~October~~December 131, 2025, and ~~November~~the ~~10,~~date ~~2025~~of this report.

Other than the events noted above, no material subsequent events have taken place that require disclosure in these unaudited condensed consolidated financial statements noted between September 30, 2025, and the date of this report.15

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this discussion contains forward-looking statements based upon management’s current expectations that are subject to risks and uncertainties which may cause our actual results to differ materially from plans and results discussed herein. We encourage you to review the risks and uncertainties discussed in the sections entitled Item 1A. “Risk Factors” included in Part II of this Quarterly Report on Form 10-Q and Item 1A. “Risk Factors” included in Part I of the 2025 Form 10-K. You should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included in our Annual Report on Form 10-K for fiscal 2025 and our unaudited condensed consolidated financial statements for the fiscal quarter ended ~~September~~December 3031, 2025, included elsewhere in this Quarterly Report on Form 10-Q.

Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with US GAAP, we present “contribution margin” and “contribution margin %”, which are non-GAAP financial measures. Contribution margin and contribution margin % are presented in the section titled “Contribution Margin (non-GAAP)”. We have also included reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures.

These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with US GAAP. These measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. Moreover, presentation of contribution and contribution margin is provided for year-over-year comparison purposes. We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business.

Forward-Looking Information

All statements other than statements of historical fact or relating to present facts or current conditions included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions, or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and the negative of such words and other words and terms of similar meaning, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Item 1A — Risk Factors” of this Quarterly Report on Form 10-Q and in our 2025 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We caution readers not to place undue reliance on any forward-looking statements made by us, which speak only as of the date they are made. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, we cannot guarantee future results, levels of activity, performance, or achievements. We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Overview

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~~City.

1416

The Company’s current product portfolio includes:

Intelligent Fingerprinting Platform: The Company’s current active product is the Intelligent Fingerprinting Platform, which consists of the proprietary portable platform that analyzes fingerprint sweat using a one-time cartridge and portable handheld reader. The flagship product from this platform, which is commercially available in certain countries outside of the U.S., is the Intelligent Fingerprinting Drug Screening System (the “IFP System” or “IFP Products”), a two-part system that consists of non-invasive, fingerprint sweat-based diagnostic testing products designed to detect drugs of abuse including opiates, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, and buprenorphine. The IFP System comprises a small, tamper-evident drug screening cartridge onto which ten fingerprint sweat samples are collected in under a minute before the portable analysis unit provides an on-screen result in under ten minutes. Samples collected with a confirmatory kit can also be sent to a third-party laboratory service provider for confirmation testing. Customers include safety-critical industries such as construction, transportation and logistics, mining, manufacturing, engineering, drug treatment organizations in the rehabilitation sector, and judicial organizations.

We plan to bring the IFP System to new markets and grow within existing markets concentrating on: ● increasing market share across the United Kingdom and mainland Europe; ● commencing sales and distribution throughout Australia, New Zealand and other countries in the Asia Pacific Region (“APAC Region”), and establishing the infrastructure and satisfying the regulatory requirements needed to do so; ● continuing to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA. ● initiating research aimed at broadening the capabilities of the IFP System to test for additional drugs and indications, facilitating the expansion of the platform into point-of-care medical testing; ● expanding the IFP System into new customer segments, including major sporting organizations, law enforcement, and commercial airlines; and ● developing a strategic network of distributors with established customer bases throughout the APAC Region, Europe and North America to distribute the IFP Products.

~~Biosensor~~● increasing ~~Platform:~~market ~~Under~~share ~~the~~across ~~terms of an Amended and Restated License Agreement dated September 12, 2019 (~~the ~~“BPT~~United ~~License~~Kingdom ~~Agreement”), between the Company~~ and ~~Life~~mainland Science Biosensor Diagnostics Pty Ltd (“LSBD” or “Licensor”), the Company held an exclusive license in the Asia Pacific Region (“APAC Region”) to the Licensor’s proprietary rights to the biosensor technology (the “Biosensor IP”) used in the biosensor platform we refer to as the Biosensor Platform Technology (“BPT”), or simply the “Biosensor Platform”. This platform consists of a small, printable modified organic thin-film transistor strip designed to detect multiple biological analytes by substituting the top enzyme layer of the biosensor to suit each analyte. We refer to products that use the BPT as the “Licensed Products”. This platform technology has the potential to develop a range of Point of Care Tests. We understand that following the commencement of the liquidation of LSBD on July 21, 2023, the intellectual property we licensed from LSBD (the “LSBD IP”), which includes the Biosensor IP, has reverted back to the University of Newcastle. Following our discussions with the University of Newcastle, it is our understanding that the University of Newcastle cannot finalize licensing of the LSBD IP until the liquidation, by virtue of the status of LSBD being under external administration, is completed. As of the date of this Quarterly Report on Form 10-Q, the ASIC database maintained by the Australian Securities and Investments Commission (ASIC) indicates that LSBD (Australian Company Number 613 279 771) is under the status of a company being under external administration. We do not know the timeline for when LSBD’s liquidation will be complete or when LSBD’s status will change, and accordingly, we do not expect any updates or finalization of any license terms until this occurs. As a result, further development of the BPT has been postponed until we are able to finalize appropriate licensing arrangements related to the BPT.Europe;

● expanding sales and distribution throughout Australia, New Zealand and other countries in the Asia Pacific Region (“APAC Region”), and establishing the infrastructure and satisfying the regulatory requirements needed to do so;

● continuing to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA;

● initiating research aimed at broadening the capabilities of the IFP System to test for additional drugs and indications, facilitating the expansion of the platform into point-of-care medical testing;

● expanding the IFP System into new customer segments, including major sporting organizations, law enforcement, and commercial airlines; and

● developing a strategic network of distributors with established customer bases throughout the APAC Region, Europe and North America to distribute the IFP Products.

Highlights of Achievements

Major highlights and achievements for the three months ended ~~September~~December 3031, 2025:

● ~~The~~On December 31, the Company ~~achieved~~announced a ~~record~~new ~~quarterly~~strategic ~~revenue~~manufacturing ofpartnership $1with Syrma Johari MedTech Ltd.,~~111,797~~ to support and scale the production of its Intelligent Fingerprinting Drug Screening Reader. The collaboration is expected to support long-term margin improvement and deliver significant operational and financial benefits for the ~~quarter~~Company. ~~This~~The ~~represents~~Company aanticipates ~~growth~~annual production cost savings of 32more than 40%, translating to ~~the~~an expected improvement of approximately 20 percentage points in gross profit compared with its previous ~~quarter~~manufacturing ~~(June~~arrangement. ~~2025)~~● On December 18, the Company announced it had entered into a non-exclusive strategic alliance and ~~28%~~collaboration agreement with Vlepis Pty Ltd, an Australian medical and wellbeing technology company specializing in advanced sensing and wearable patch technologies, better positioning the Company to enter the consumer health monitoring market. The partnership will focus on collaboration, leveraging research and development, and expanding distribution networks to strengthen and accelerate international sales and market development. The partnership also provides INBS with the ~~previous~~opportunity ~~year~~to ~~quarter~~evaluate ~~(September~~and ~~2024)~~engage Vlepis’ proprietary enabling technologies and software designed to connect wearable devices with cloud-based platforms and mobile screening applications. ● On October 23, the Company announced a major new contract with one of the United Kingdom’s largest industrial service providers, representing one of its most significant U.K. commercial deployments to date.

● The cartridges sales were $640,300 for the quarter, representing 57.59% of total sales compared to $448,514 and 51.14% respectively in the previous year’s quarter (September 2024). This is encouraging as cartridges are consumable and hence repetitive sales by nature.17

●	These factors have led to a gross profit increase for the quarter reaching 46.6% compared to 39.68% on the previous year quarter ended September 30, 2024.
●	Selling, general, and administration expenses were $2,659,824 for the quarter compared to $1,949,016 for the previous year quarter ended September 30, 2024. A major factor was additional expenditures on promotion and marketing.

● On September 26, 2025, the Company provided an update on the timeline for anticipated FDA 510(k) clearance for the use of its Intelligent Fingerprinting Drug Screening System for the opiate codeine. The Company anticipates FDA 510(k) clearance in the second half of the 2026 calendar year. ● On September 17, 2025, the Company provided an update on its FDA 510(k) clearance process for its Intelligent Fingerprinting Drug Screening System. This update was in response to the FDA’s request for new additional information that requires the Company to resubmit a new 510(k) notification. ● On July 30, 2025, the Company announced it has secured a major contract with one of London’s largest public transport operators, spanning 14 operational sites in greater London and employing over 4,400 staff. ● On July 16, 2025, the Company announced a new global distribution agreement with SMARTOX®, a Texas-based leader in drug and alcohol screening services, to bring its SmarTest Patch drug detection product to international markets outside of the U.S. and Canada. ● On July 15, 2025, the Company announced the addition of the SmarTest® Patch to its portfolio of non-invasive drug testing solutions, an innovative wearable device, developed by SMARTOX®, that enables continuous drug detection through sweat over a 7 to 10-day period. ● The Company added 33 new customer accounts throughout the quarter, bringing the total number of active accounts to 492.

Results of Operations

Comparison of the Three and Six Months Ended ~~September~~December 3031, 2025 and 2024

	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue	$	1896,~~111,797~~774		$	~~872~~607,~~287~~494		$	2,008,571		$	1,479,781
Cost of revenue (exclusive of amortization shown separately below)		(~~593~~437,~~506~~035	)		(~~525~~384,~~486~~381	)		(1,030,541	)		(909,867	)
Gross profit		~~518~~459,~~291~~739			~~346~~223,~~801~~113			978,030			569,914
Other income
Government support income		~~193~~72,~~267~~720			~~126~~133,~~128~~640			265,987			259,768
Operating expenses
Selling, general and administrative expenses		(2,~~659~~337,~~824~~041	)		(1,~~949~~809,~~016~~114	)		(4,996,865	)		(3,758,130	)
Development and regulatory approval expenses		(~~486~~522,~~169~~113	)		(~~948~~506,~~752~~944	)		(1,008,282	)		(1,455,696	)
Depreciation and amortization		(~~303~~281,~~378~~896	)		(~~300~~305,~~422~~177	)		(585,274	)		(605,599	)
Impairment of long-lived assets		(~~261~~27,~~780~~147	)		-			(288,927	)		-
Total operating expenses		(3,~~711~~168,~~151~~197	)		(32,~~198~~621,~~190~~235	)		(6,879,348	)		(5,819,425	)
Loss from operations		(2,~~999~~635,~~593~~738	)		(2,~~725~~264,~~261~~482	)		(5,635,331	)		(4,989,743	)
Other income (expense), net
Interest expense		(356,~~903~~209	)		(2213,~~327~~502	)		(60,112	)		(35,829	)
Realized foreign exchange loss		-			(51750	)		-			(801	)
Interest income		85,~~504~~334			5221,~~840~~937			13,838			74,777
Total other income, net		4,601			30,462
Total other income (expense), net		(50,875	)		7,685			(46,274	)		38,147
Net loss		(2,~~994~~686,~~992~~613	)		(2,~~694~~256,~~799~~797	)		(5,681,605	)		(4,951,596	)
Net loss attributable to non-controlling interest		(119,~~986~~023	)		(97,~~166~~327	)		(21,009	)		(16,493	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,~~983~~677,~~006~~590	)	$	(2,~~685~~249,~~633~~470	)	$	(5,660,596	)	$	(4,935,103	)
Other comprehensive income (loss)
Foreign currency translation gain (loss)		4813,~~716~~149			~~216~~(143,~~355~~165	)		61,865			73,190
Total other comprehensive income (loss)		4813,~~716~~149			~~216~~(143,~~355~~165	)		61,865			73,190
Comprehensive loss		(2,~~946~~673,~~276~~464	)		(2,~~478~~399,~~444~~962	)		(5,619,740	)		(4,878,406	)
Comprehensive loss attributable to non-controlling interest		(119,~~986~~023	)		(97,~~166~~327	)		(21,009	)		(16,493	)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.	$	(2,~~934~~664,~~290~~441	)	$	(2,~~469~~392,~~278~~635	)	$	(5,598,731	)	$	(4,861,913	)

Revenue

Sales of goods

Revenue from sales of goods increased by $~~239~~289,~~510~~280 to $1896,~~111,797~~774 for the three months ended ~~September~~December 3031, 2025, from $~~872~~607,~~287~~494 for the three months ended ~~September~~December 3031, 2024. This increase is mainly due to the ~~expansion~~addition of 17 new customers and increase in the ~~customer~~ongoing ~~base~~re-order rate for the consumables. We expect this trend to continue as we expand into new markets in the future.

Revenue from sales of goods increased by $528,790 to $2,008,571 for the six months ended December 31, 2025, from $1,479,781 for the six months ended December 31, 2024. This increase is mainly due to the addition of 49 new customers. We expect this trend to continue as we expand into new markets in the future.

Cost of revenue

Cost of revenue increased by $6852,~~020~~654 to $~~593~~437,~~506~~035 for the three months ended ~~September~~December 3031, 2025, from $~~525~~384,~~486~~381 for the three months ended ~~September~~ 30December 31, 2024. The increase in cost of revenue is mainly due to an increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025.

16Cost of revenue increased by $120,674 to $1,030,541 for the six months ended December 31, 2025, from $909,867 for the six months ended December 31, 2024. The increase in cost of revenue is mainly due to an increase in direct labor cost due to annual salary revision for direct manufacturing labor during the fourth quarter of fiscal 2025.

Gross profit

Gross profit increased by $~~171~~236,~~490~~626 to $~~518~~459,~~291~~739 for the three months ended ~~September~~December 3031, 2025, from $~~346~~223,~~801~~113 for the three months ended ~~September~~December 3031, 2024.

~~The~~Gross ~~growth in the gross~~ profit ~~margin~~increased ~~is mainly~~by ~~due~~$408,116 to a$978,030 ~~shifting~~for ~~product mix where more product sales were associated with higher margin products during~~ the ~~three~~six months ended ~~September~~December 3031, 2025, ~~coupled~~compared ~~with enhanced production efficiency, which has led~~ to ~~reduced direct labor~~$569,914 ~~direct materials and~~for ~~direct~~the ~~overhead~~six ~~costs~~months ~~per~~ended ~~unit~~December ~~produced~~31, 2024. WeGross ~~plan~~margin toincreased ~~continue~~ to ~~improve~~48.69% onfrom ~~our~~38.51% ~~strategic~~in ~~sales mix and operational streamlining thus driving~~ the ~~increased~~ ~~gross~~prior-year ~~profit as noted above~~period.

Gross profit margin improvement during the period was driven by a combination of operational efficiencies and the capitalization of certain direct labor costs relating to software development activities. The software development activities reduced reported cost of sales and increased gross margin. Excluding the impact of this capitalization, underlying gross margin also improved due to operational efficiencies and a more favourable sales mix. Management intends to further enhance strategic sales mix and optimize operational processes to continue driving sustainable gross profit improvement. We intend to enhance our strategic sales mix and optimize operational processes, with the objective of continuing to improve gross profit.

Contribution margin (non-GAAP)

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $~~237~~235,~~135~~881 to $~~801~~667,~~734~~923 for the three months ended ~~September~~December 3031, 2025, from $~~564~~432,~~599~~042 for the three months ended ~~September~~December 3031, 2024. The contribution margin improved by approximately 73.3936 percentage ~~points~~ points due to improved production efficiency and sales mix, as the sales of high margin cartridges continue to increase as a proportion of the total revenue.

	Three Months Ended September 30,
	2025			2024
Revenue	$	1,111,797		$	872,287
Direct material cost		(310,063	)		(307,688	)
Contribution margin (non-GAAP)	$	801,734		$	564,599
Contribution margin % (non-GAAP)		72.11	%		64.73	%

Contribution margin, which is a non-GAAP measure of our financial performance, increased by $473,016 to $1,469,657 for the six months ended December 31, 2025, from $996,641 for the six months ended December 31, 2024. The contribution margin improved by approximately 5.82 percentage points due to improved production efficiency and sales mix, as the sales of high margin cartridges continue to increase as a proportion of the total revenue.

	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue	$	896,774		$	607,494		$	2,008,571		$	1,479,781
Direct material cost		(228,851	)		(175,452	)		(538,914	)		(483,140	)
Contribution margin (non-GAAP)	$	667,923		$	432,042		$	1,469,657		$	996,641
Contribution margin % (non-GAAP)		74.48	%		71.12	%		73.17	%		67.35	%

Reconciliation of contribution margin (non-GAAP)

	Three Months Ended September 30,
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue (GAAP)	$	1896,~~111,797~~774		$	~~872~~607,~~287~~494		$	2,008,571		$	1,479,781
Less: Cost of revenue (exclusive of amortization) (GAAP)		(~~593~~437,~~506~~035	)		(~~525~~384,~~486~~381	)		(1,030,541	)		(909,867	)
Gross profit (GAAP)	$	518,291		$	346,801
Gross Profit (GAAP)	$	459,739		$	223,113		$	978,030		$	569,914
Add: Direct labor cost		~~269~~203,~~198~~608			~~204~~194,~~934~~462			472,806			399,396
Add: Direct overhead cost		144,~~245~~576			1214,~~864~~467			18,821			27,331
Contribution margin (non-GAAP)	$	~~801~~667,~~734~~923		$	~~564~~432,~~599~~042		$	1,469,657		$	996,641
Contribution margin % (non-GAAP)		7274.1148	%		6471.7312	%		73.17	%		67.35	%

Government support income

Government support income ~~increased~~decreased by $6760,~~139~~920 to $~~193~~72,~~267~~720 for the three months ended ~~September~~December 3031, 2025, from $~~126~~133,~~128~~640 for the three months ended ~~September~~December 3031, 2024. This ~~increase~~decrease was primarily attributable to ~~our~~changes ~~intentional~~in ~~spending~~U.K. onR&D ~~qualifying~~tax ~~research~~credit ~~and development~~legislation, ~~expenditures~~reducing ~~that~~the ~~qualify~~benefit ~~for~~from ~~reimbursement~~14.5% ~~under~~to ~~certain~~10% ~~government~~of ~~subsidies~~eligible R&D expenditures.

Government support income increased by $6,219 to $265,987 for the six months ended December 31, 2025, from $259,768 for the six months ended December 31, 2024. The increase was primarily driven by higher qualifying research and development expenditures eligible for reimbursement under government support programs in Australia offset by the reduction in the U.K. R&D tax credit rate from 14.5% to 10% of eligible R&D expenditures.

Operating expenses

Selling, general and administrative expenses

Selling, general and administrative expenses increased byfrom $~~710~~1,~~808~~809,114 to $2,~~659~~337,~~824~~041 (being an increase of $527,927) for the three months ended December ~~September 30~~31, 2025, ~~from $1,949,016~~compared ~~for~~to the three months ended ~~September~~December 3031, 2024., ~~This~~and ~~increase~~from is$3,758,130 ~~primarily~~to ~~due~~$4,996,865 to(being an increase inof ~~marketing~~$1, ~~promotion~~238,735) ~~legal~~for ~~and~~the ~~repair~~six ~~costs~~months ~~offset~~ended byDecember a31, ~~decrease~~2025, incompared ~~travel,~~to ~~consultancy~~the ~~fees~~six ~~and~~months ~~insurance~~ended ~~costs~~December 31, 2024. WeThis ~~anticipate~~is largely driven by efforts to ~~these~~establish ~~costs~~the ~~will~~foundations ~~increase~~of the Company as weit ~~continue~~expands toits ~~expand~~market inshare ~~new~~and ~~regions~~market awareness. The major components were:

AsMarketing: $522,325 for the ~~Company’s~~3 ~~operating~~months ~~activities~~ending ~~increase~~December 31, we2025, ~~expect~~compared ~~its~~to ~~selling~~$229,485 ~~general~~for the same period last year and ~~administrative~~$1,132,259 ~~expenses will~~for ~~include~~the ~~additional~~6 months ~~costs~~ending inDecember ~~overhead~~31, ~~contribution~~2025, ~~consultancy~~compared to $391,554 asfor ~~well~~the assame anperiod ~~increase~~last inyear. ~~employee-related~~Marketing ~~costs~~expenditure ~~associated~~has ~~with~~increased for this aperiod ~~higher~~as ~~headcount.~~the Wecompany ~~aim~~moves to ~~increase~~the ~~our~~next ~~cost~~phase ~~efficiency~~of asstrategic wedirection ~~streamline~~in ~~the~~expanding ~~business~~market awareness into existing and ~~implement~~potential markets. ~~changes,~~The ~~delivering~~company believes this is achieving the objectives through increased ~~value for~~revenue ~~investors.~~and successful capital raising

17Wages and Salaries: $924,451 for the 3 months ending December 31, 2025, compared to $813,042 for the same period last year and $1,938,280 for the 6 months ending December 31, 2025, compared to $1,799,489 for the same period last year. Wages and Salaries include additional expenditure for marketing staff as part of the marketing awareness strategy, additional expenditure for finance staff to implement NetSuite, the new accounting system with the objective to remediate the internal control issues raised at “Item 4. Controls and Procedures” to bring this to a level of effectiveness as the Company expands into the future and increases in the minimum wage in the United Kingdom.

Legal Expenses: $162,019 for the 3 months ending December 31, 2025, compared to $80,171 for the same period last year and $356,288 for the 6 months ending December 31, 2025, compared to $183,761 for the same period last year. Additional legal costs were incurred as part of the activities of developing further the foundations of the Company during this reporting period including implementing the 2025 Reverse Stock Split and raising of capital.

Development and regulatory approval expenses

Development and regulatory approval expenses ~~decreased~~ increased by $~~462~~15,~~583~~169 to $~~486~~522,~~169~~113 for the three months ended ~~September~~December 3031, 2025, from $~~948~~506,~~752~~944 for the three months ended ~~September~~December 3031, 2024. This increase ~~decrease~~ is primarily attributable to the ~~timing~~amounts ~~of engagement~~spent ofon ~~the~~in-house ~~research partner for~~ R&D. ~~During~~staff ~~the~~and ~~three~~timing ~~months~~of ~~ended~~R&D ~~September~~work ~~30,~~performed ~~2024,~~by the ~~Company had partnered with CenExel to perform a method comparison~~research ~~clinical study as part of the Company’s FDA 510(k) clinical study plan~~partners.

Development and regulatory approval expenses decreased by $447,414 to $1,008,282 for the six months ended December 31, 2025, from $1,455,696 for the six months ended December 31, 2024. This decrease is primarily attributable to the timing of engagement of the research partner for R&D. During the six months ended December 31, 2024, the Company had partnered with CenExel to perform a method comparison clinical study as part of the Company’s FDA 510(k) clinical study plan which contributed to the additional costs during the period

We expect development and regulatory expenses to increase in future periods as the Company continues to work to gather additional supporting data to strengthen its new 510(k) submission to the FDA.

Depreciation and amortization

Depreciation and amortization ~~increased~~decreased by $223,~~956~~281 to $~~303~~281,~~378~~896 for the three months ended ~~September~~December 3031, 2025 from $~~300~~305,~~422~~177 for the three months ended ~~September~~December 3031, 2024. This decrease ~~increase~~ is ~~mainly~~primarily due to the ~~fluctuation~~completion inof scheduled amortization of customer relationship (intangible assets) during the ~~foreign~~prior quarter, ~~exchange~~resulting ~~rate~~in no remaining carrying value for ~~conversion~~amortization ofduring the ~~account~~three ~~balances~~months ended December 31, 2025, partially offset ~~and~~by an amortization of software costs.

Depreciation and amortization decreased by $20,325 to $585,274 for the six months ended December 31, 2025 from $605,599 for the six months ended December 31, 2024. This decrease is primarily due to the completion of scheduled amortization of customer relationship (intangible assets) during the prior quarter, resulting in no remaining carrying value for amortization during the three months ended December 31, 2025, partially offset by an amortization of software costs.

Impairment of long-lived assets

The ~~Impairment~~impairment of long-lived assets increased by $~~261~~27,~~780~~147 to $~~261~~27,~~780~~147 for the three months ended ~~September~~December 3031, 2025, from $0 for the three months ended ~~September~~December 3031, 2024. The increase is mainly due to the impairment of construction in progress assets held for sale.

The impairment of long-lived assets increased by $288,927 to $288,927 for the six months ended December 31, 2025, from $0 for the six months ended December 31, 2024. The increase is mainly due to the impairment of construction in progress assets held for sale.

Other income and expenses

Interest expense

Interest expense ~~decreased~~increased by $1842,~~424~~707 to $356,~~903~~209 for the three months ended ~~September~~December 3031, 2025 from $2213,~~327~~502 for the three months ended ~~September~~December 3031, 2024. ~~This~~The ~~decrease~~increase was primarily attributable to higher interest expense recognized on lease liabilities related to ~~the~~new ~~reduction~~lease ofagreements for the ~~interest~~Company’s ~~recorded~~U.K. ~~for~~and Australian offices, as well as interest on notes payable.

Interest expense increased by $24,283 to $60,112 for the six months ended December 31, 2025 from $35,829 for the six months ended December 31, 2024. The increase was primarily attributable to higher interest expense recognized on lease liabilities related to new lease agreements for the Company’s U.K. and Australian offices, as well as interest on notes payable.

Interest income

Interest income decreased by $4416,~~336~~603 to $85,~~504~~334 for the three months ended ~~September~~December 3031, 2025, from $5221,~~840~~937 for the three months ended ~~September~~December 3031, 2024. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.

Interest income decreased by $60,939 to $13,838 for the six months ended December 31, 2025, from $74,777 for the six months ended December 31, 2024. This decrease was due to the spending of funds received from capital raising activities, which decreases the balance on which interest was earned.

Liquidity and Capital Resources

We use working capital and cash measures to evaluate the performance of our operations and our ability to meet our financial obligations. We define Working Capital as current assets less current liabilities. This measure should not be considered in isolation or as a substitute for any standardized measure under US GAAP. This information is intended to provide investors with information about our liquidity. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

Since our inception, we have financed our operations primarily though proceeds from public offerings and private placements of equity securities, warrant inducement transactions, existing trade and shareholder financing arrangements, and the incurrence of debt. As of ~~September~~December 3031, 2025, we had $1740,~~660,105~~371 in cash and cash equivalents and working capital ~~deficit~~ of $~~577~~7,~~705~~047,443.

18Shelf Registration Statement - On April 11, 2025, the Company filed a shelf registration statement on Form S-3 (File No. 333-286489), which became effective on September 10, 2025 (“2025 Shelf”), under which we can sell and issue up to an aggregate of $100 million in any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units. No securities may be sold under the 2025 Shelf until a prospectus supplement describing the method and terms of any future offering is delivered. The 2025 Shelf replaced the 2022 Shelf (defined below), which expired in 2025.

At -the -Market (ATM) Offering - On September 18, 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Pursuant to the terms of the ATM Agreement and under the 2024 ATM Prospectus (as defined below), the Company ~~originally~~ was originally permitted to sell, from time to time, through Ladenburg, as sales agent or principal, ~~shares~~ shares of the Company’s common stock with an initial aggregate sales price of up to $3.0 million. On March 11, 2025, the Company filed a prospectus supplement (the “2025 March ATM Supplement”) to the 2024 ATM Prospectus ~~(defined below)~~ in connection with the offer, sale, and issuance of up to $1,376,530 of shares of Common Stock. Prior to the expiration of our “shelf” registration statement on on Form S-3 (File No. 333-264218), which became effective on April 20, 2022 (“2022 Shelf”), any sale of shares pursuant to ~~the~~ the ATM Agreement were made under 2022 Shelf and included base prospectus, and under the related prospectus supplement filed with the SEC, dated September 18, 2024 (the “2024 ATM Prospectus”), as supplemented by the 2025 March ATM Supplement. On ~~April 11~~September 18, 2025, the ~~company~~Company filed aprospectus ~~new~~supplement ~~“shelf”~~to ~~registration~~the ~~statement on Form S-3 (File No. 333-286489), which became effective on September 10,~~ 2025 ~~(“2025~~ Shelf~~”),~~ ~~and subsequently filed prospectus supplement~~ (the “2025 September ATM Supplement”) in connection with the offer, sale, and issuance of up to $1,211,174 of shares of ~~Common~~Company ~~Stock~~common stock under the ATM Agreement. Since the expiration of of the 2022 Shelf, ~~any~~all ~~sale~~sales of shares ~~pursuant~~under to the ATM Agreement ~~are~~have been made ~~under~~pursuant to the Company’s 2025 Shelf, ~~and~~including ~~included~~the related base prospectus, and ~~under~~ the ~~related~~ 2025 September ATM Supplement.

During the period between September 18, 2024, through September 30, 2025, the Company raised approximately $2,465,291 (net of commissions of approximately $76,248 paid to Ladenburg) through the sale and issuance of 1,557,923 shares of Company common stock pursuant to the ATM Agreement. During the three months ended September 30, 2025, the Company raised approximately $213,750 (net of commissions of approximately $6,611 paid to Ladenburg) through the sale and issuance of 123,264 shares of Company common stock pursuant to the ATM Agreement.20

During the period between September 18, 2024, through December 31, 2025, the Company raised approximately $3,624,773 (net of commissions of approximately $112,169 paid to Ladenburg) through the sale and issuance of 347,863 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement. During the three months ended December 31, 2025, the Company raised approximately $1,159,483 (net of commissions of approximately $35,872 paid to Ladenburg) through the sale and issuance of 192,071 shares (after adjustment for the 2025 Reverse Stock Split) of Company common stock pursuant to the ATM Agreement.

Inducement Agreements - On July 25, 2025, the Company entered into warrant exercise inducement offer letters (each an “Inducement Agreement”) with certain existing holders (the “Holders”) of certain outstanding Company warrants to receive new warrants (the “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 issued pursuant to the exercise (or prepayment) of outstanding Series G Warrants and outstanding Series H-1 Warrants (the “2025 Warrant Inducement Transaction”).

Pursuant to the Inducement Agreements, the Holders agreed to (i) exercise their outstanding Series G and Series H -1 Warrants at a reduced exercise price of $19.00 per share ($1.90 per share pre-2025 Reverse Stock Split) (the “Reduced Exercise Price”) to purchase an aggregate 154,549 shares (1,545,494 shares pre-2025 Reverse Stock Split) of the Company’s common stock and (ii) prepay $18.90 per share ($1.89 per share pre-2025 Reverse Stock Split) toward the Reduced ~~Exercise~~ Exercise Price for the exercise of Series H -1 Warrants to purchase an additional 47,773 shares (477,734 shares pre-2025 Reverse Stock Split), in exchange for the Company’s agreement to further reduce the exercise price of the prepaid Series H -1 Warrants to $0.10 per share ($0.01 per share pre-2025 Reverse Stock Split), issue Series J Warrants to purchase up to 404,646 shares (4,046,456 shares pre-2025 Reverse Stock Split) of common stock, and reduce the exercise price of the Series H -2 Warrants to the Reduced Exercise Price for up to 156,868 shares (1,568,680 shares pre-2025 Reverse Stock Split). The 2025 Warrant Inducement Transaction closed on July 28, 2025.

As a result of the exercises of the Series G and Series H-1 Warrants, the Company issued an aggregate of 154,549 shares (1,545,494 shares pre–2025 Reverse Stock Split) of common stock. In addition, as a result of the prepayment of the remaining Series H-1 Warrants, the Company amended such warrants to permit the purchase of 47,773 shares (477,734 shares pre-2025 Reverse Stock Split) of common stock at an exercise price of $0.10 per share ($0.01 per share pre-2025 Reverse Stock Split). The Company received aggregate gross proceeds of approximately $3,839,356 and raised approximately $3,332,646, net of underwriting discounts and commissions of approximately $410,542 and legal and compliance costs of $96,168.

~~The~~December ~~Company~~2025 ~~expects~~Purchase ~~that~~Agreement ~~its~~- ~~cash~~On ~~and~~December ~~cash equivalents as of September 30~~31, 2025, ~~may~~the beCompany ~~insufficient~~entered tointo ~~allow~~a ~~the~~Securities ~~Company~~Purchase toAgreement ~~fund~~with ~~its~~two healthcare-focused ~~current~~institutional ~~operating~~investors ~~plan~~in ~~through~~connection atwith ~~least~~a private placement (the ~~next~~“December ~~twelve~~Private ~~months~~Placement”) ~~from~~for the ~~issuance~~sale by the Company of: ~~these~~(i) ~~unaudited~~2,298,850 ~~condensed~~shares ~~consolidated~~of ~~financial statements.~~Common ~~These~~Stock ~~conditions~~or, ~~raise~~in ~~substantial~~lieu ~~doubt~~thereof, ~~about~~Series L Pre-Funded Warrants (the ~~Company’s~~“Series ~~ability~~L toPre-Funded Warrants”), ~~continue~~(ii) asSeries aK-1 ~~going~~warrants ~~concern~~to ~~for~~purchase aup ~~period of~~to at2,298,850 ~~least~~shares ~~one~~of ~~year~~Common ~~from~~Stock (the ~~date~~“Series ~~these~~K-1 Warrants”), ~~unaudited~~and ~~condensed~~(iii) ~~consolidated~~Series ~~financial~~K-2 ~~statements~~warrants ~~are~~to ~~issued.~~purchase ~~Accordingly~~up to 2,298,850 shares of Common Stock (the ~~Company~~“Series K-2 ~~will~~Warrants” beand, ~~required~~collectively towith ~~raise~~the ~~additional~~Series ~~funds~~K-1 ~~during~~Warrants ~~the~~and ~~next~~Series 12L ~~months~~Pre-Funded Warrants, the “December 2025 Warrants”). ~~For~~The ~~more~~combined ~~information~~purchase ~~regarding~~price ~~the~~for ~~repayment~~one share of aCommon ~~grant~~Stock ~~the Company~~(or ~~received~~one ~~from~~Series ~~the~~L ~~Australian~~Pre-Funded ~~Government,~~Warrant) ~~see~~and ~~“Item~~accompanying Series ~~1A.~~K-1 ~~Risk~~and ~~Factors~~Series K-2 Warrants was $4.35. The ~~Company~~December ~~may~~Private ~~not~~Placement beclosed ~~able~~on toJanuary ~~repay~~2, 2026, at which time the ~~grant~~Company itissued ~~received~~an ~~from~~aggregate ~~the~~of ~~Australian~~105,000 ~~Government~~shares onof ~~time~~Common Stock, 2,193,850 Series L Pre-Funded Warrants, 2,298,850 Series K-1 Warrants, and 2,298,850 Series K-2 Warrants.”

~~However,~~Subject ~~there~~to ~~can~~certain beownership nolimitations, ~~assurances~~the ~~that~~December we2025 ~~will~~Warrants beare ~~able~~exercisable toupon ~~raise~~issuance. ~~such~~Each ~~capital~~Series onL ~~acceptable~~Pre-Funded ~~terms,~~Warrant oris atexercisable for ~~all.~~one ~~Failure~~share toof ~~generate~~Common ~~sufficient revenues~~Stock orat ~~raise~~an ~~additional~~exercise ~~capital~~price ~~through~~of ~~debt~~$0.01 orper ~~equity financing~~share, orsubject ~~through~~to ~~collaboration agreements~~adjustment, ~~strategic~~and ~~alliances~~remains orexercisable ~~marketing~~until exercised ~~and~~in ~~distribution~~full. ~~arrangements,~~Each ~~could~~Series ~~have~~K-1 aWarrant ~~material~~and ~~adverse~~Series ~~effect~~K-2 onWarrant ~~our~~is ~~ability~~exercisable tofor ~~meet~~one ~~our~~share ~~long-term~~of ~~liquidity~~Common ~~needs~~Stock ~~and~~at ~~achieve our~~an ~~intended~~exercise ~~long-term~~price ~~business~~of ~~plan~~$4.10 ~~Our~~per share, ~~failure~~subject to ~~obtain~~adjustment, ~~such~~and ~~funding~~has ~~when~~a ~~needed~~term ~~could~~of ~~create~~five ayears ~~negative~~commencing ~~impact~~ on ~~our~~the ~~stock~~date ~~price or could potentially lead to~~ a ~~reduction~~registration instatement ~~our~~registering ~~operations or~~ the ~~failure~~resale of the ~~our~~shares ~~Company.~~underlying ~~Accordingly,~~Series ~~these~~K-1 ~~factors~~Warrant ~~raise~~and ~~substantial doubt~~Series ~~about~~K-2 ~~the~~Warrant, ~~Company’s~~as ~~ability~~applicable, tois ~~continue~~declared aseffective aby ~~going~~the ~~concern~~U.S. ~~unless~~Securities itand ~~can~~Exchange Commission ~~successfully~~(the ~~raise additional capital~~“SEC”).

Gross proceeds from the December Private Placement were approximately $10.0 million, before deducting placement agent fees and other offering expenses, and excluding any proceeds from the exercise of the December 2025 Warrants. The Company intends to use the net proceeds for working capital and general corporate purposes.

Australian Government Grant - In the fourth fiscal quarter ended June 30, 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 (the “Australian Government Grant”). Following the grant acquittal audit, an amount of $2,096,222 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of December 31, 2025, as “Accounts payable and accrued expenses”. The Company has finalized the terms of repayments as of September 30, 2025. For more information regarding the repayment of the Australian Government Grant, see “Item 1A. Risk Factors - The Company may not be able to repay the grant it received from the Australian Government when due.”

The Company expects that its cash and cash equivalents and subscription receivable from the investors in the December Private Placement as of December 31, 2025, will be insufficient to fund its current operating plan for at least 12 months from the issuance date of these unaudited condensed consolidated financial statements. In addition, the Company has a significant repayment obligation related to the Australian Government Grant, which further increases its near-term liquidity requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the issuance date of these unaudited condensed consolidated financial statements. As a result, the Company will be required to raise additional funds during the next 12 months.

While the Company intends to raise additional capital through equity or debt financings, strategic collaborations, or other arrangements, there can be no assurance that such funding will be available on acceptable terms, or at all. Failure to obtain additional funding when needed could adversely affect the Company’s ability to execute its operating plan and meet its long-term liquidity requirements.

Extended Transition Period for “Emerging Growth Companies”

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. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

Off-Balance Sheet Arrangements

As of ~~September~~December 3031, 2025 we did not have any off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires management to make judgments, estimates and assumptions. Predicting future events is inherently an imprecise activity and, as such, requires the use of significant judgment. Actual results may differ from our estimates in amounts that may be material to the financial statements. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact our unaudited condensed consolidated financial statements.

Our critical accounting policies, estimates, and judgments are included in Note 3. Summary of Significant Accounting Policies included in Item 8 of Part II of our 2025 Form 10-K for additional information.

Recently issued Accounting Pronouncements

For the impact of recently issued accounting pronouncements on the Company’s unaudited condensed consolidated financial statements, see Note 3 to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

ITEM 4. 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 ~~September~~December 3031, 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 ~~September~~December 3031, 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 quarterly report on Form 10-Q present fairly, in all material respects, our business, the financial condition and results of operations for the periods presented.

Material Weakness

In its assessment of the effectiveness of internal control over financial reporting as of ~~September~~December 3031, 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.

2022

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 completed the implementation of new accounting system for Intelligent Bio Solutions Inc. and Intelligent Bio Solutions (APAC) Pty Ltd 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.;

● 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

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,~~efforts described above, there ~~have been~~were no changes toin ~~the~~our ~~Company’s~~ internal ~~controls~~control 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~~ended December 31, 2025, 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.

2123

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business. We are not currently engaged in any material legal proceedings.

ITEM 1A. RISK FACTORS

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on August 15, 2025, except for the risks described below. Any of those risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

IfWe may wenot ~~are~~be ~~unable~~able to ~~maintain~~satisfy ~~compliance with~~ the continued listing requirements of the Nasdaq Capital Market, ~~our~~in ~~common~~order ~~stock~~to ~~may~~maintain ~~be delisted from~~ the ~~Nasdaq~~listing ~~Capital~~of ~~Market which could have a material adverse effect on~~ our ~~financial condition and could make it more difficult for you to trade in our securities~~common stock.

~~Our~~On December ~~common~~15, ~~stock is listed on the Nasdaq Capital Market~~2025, ~~and~~ we ~~are~~received ~~therefore~~a ~~subject~~notice toletter ~~its~~(the ~~continued~~“Bid ~~listing~~Price ~~requirements,~~Notice”) ~~including~~from ~~requirements with respect to~~ the ~~market~~Listing ~~value~~Qualifications Department of Nasdaq ~~publicly~~notifying ~~held~~us ~~shares,~~that ~~market~~because ~~value~~the ofclosing ~~listed shares, a minimum~~ bid price ~~of $1.00~~ per share ~~(the~~for ~~“Minimum~~Company ~~Bid~~common ~~Price~~stock ~~Requirement”), and~~was ~~minimum~~below ~~stockholder’s equity, among others, and requirements relating to board and committee independence~~$1.00 Iffor we30 ~~fail~~consecutive tobusiness ~~satisfy~~days preceding ~~one~~the ordate ~~more~~ of the ~~requirements~~Bid Price Notice, we ~~may~~did benot ~~delisted~~meet ~~from~~ the ~~Nasdaq Capital Market~~$1.00 ~~The~~per ~~last~~share ~~sale~~minimum bid price ofrequirement ~~our~~set ~~shares~~forth ofin ~~common~~Nasdaq ~~stock~~Listing Rule on5550(a)(2) ~~November~~(the ~~10,~~Bid ~~2025,~~Price ~~was $0~~Rule).~~7845 per share.~~

WeIn accordance ~~have~~with inNasdaq ~~the~~Listing ~~past~~Rule 5810(c)(3)(A), ~~and~~ we ~~may~~were ~~again~~provided inwith ~~the~~an ~~future,~~initial ~~fail~~period toof ~~comply with~~180 ~~the~~calendar ~~continued~~days, ~~listing~~or ~~requirements~~until ofJune ~~the~~15, ~~Nasdaq~~2026, to ~~Capital~~regain ~~Market~~compliance ~~(including~~with the ~~Minimum~~ Bid Price ~~Requirement), which would subject our common stock to being delisted~~Rule. ~~Delisting~~We ~~from~~effected ~~The~~the ~~Nasdaq~~2025 ~~Capital~~Reverse ~~Market~~Stock ~~would~~Split ~~adversely~~in ~~affect~~order ~~our ability~~ to ~~raise~~regain ~~additional~~compliance ~~financing through~~with the ~~public~~Bid orPrice Rule. ~~private~~The ~~sale~~2025 ofReverse ~~equity~~Stock ~~securities,~~Split ~~may~~became ~~significantly~~effective ~~affect~~at ~~the~~11:59 ~~ability~~p.m. ofEastern ~~investors~~Time toon ~~trade~~December ~~our~~15, ~~securities~~2025, and ~~may~~ ~~negatively affect~~ the ~~value~~Company’s ~~and liquidity of our~~ common stock. began ~~Delisting~~trading ~~also~~on ~~could~~a ~~have~~reverse ~~other~~stock ~~negative~~split-adjusted ~~results,~~basis ~~including~~on the ~~potential loss~~Nasdaq ofCapital ~~employee~~Market ~~confidence,~~at the ~~loss~~open of ~~institutional~~trading ~~investors~~on orDecember ~~interest~~16, ~~in business development opportunities~~2025.

~~Changes~~On January 7, in2026, ~~government~~we ~~funding~~received ~~for~~written ~~the~~notification ~~FDA, the~~from ~~SEC~~Nasdaq ~~and~~notifying ~~other~~us ~~government~~that ~~agencies~~the ~~could~~Company ~~hinder~~had ~~their~~regained ~~ability~~compliance towith ~~hire~~the ~~and~~Bid ~~retain~~Price ~~key~~Rule ~~leadership~~as a ~~and~~result ~~other~~of ~~personnel,~~the ~~properly~~closing ~~administer drug~~bid ~~innovation,~~price orof ~~prevent~~Company ~~our~~common ~~product~~stock ~~candidates~~being ~~from~~at ~~being~~$1.00 ~~developed~~per share or ~~commercialized~~greater infor athe ~~timely~~prior ~~manner~~14 orconsecutive ~~otherwise~~business ~~prevent those~~days ~~agencies~~ (from ~~performing~~December ~~normal~~16, ~~business~~2025, ~~functions~~to onJanuary ~~which~~6, ~~the~~2026). ~~operation~~Accordingly, ofthe ~~our~~Company ~~business~~is ~~may~~now ~~rely,~~in ~~which~~compliance ~~could~~with ~~negatively~~the ~~impact~~Bid ~~our business,~~Price ~~financial~~Rule ~~condition~~ and ~~results~~Nasdaq ofconsiders the ~~operations~~matter closed.

~~Beginning~~Although the ~~on October 1,~~ 2025, ~~the~~Reverse ~~U.S.~~Stock ~~government shut~~Split ~~down~~brought ~~and remains shut down as of~~ the ~~date~~price of ~~this~~our ~~Quarterly~~common ~~Report~~stock onback ~~Form~~above ~~10-Q,~~$1.00 ~~during~~per ~~which~~share ~~time~~in ~~certain~~order ~~regulatory~~to ~~agencies, such~~meet as the ~~FDA~~requirements ~~and~~for the continued ~~SEC,~~listing ~~have~~of ~~furloughed~~our ~~critical~~common ~~employees~~stock ~~and stopped critical activities. Additionally,~~ on ~~October 10, 2025,~~ the ~~U.S.~~ ~~government~~Nasdaq ~~implemented~~Capital ~~substantial~~Market, ~~layoffs~~there ~~and~~can ~~workforce~~be ~~reductions~~no inassurance ~~connection~~that ~~with~~ the ~~ongoing~~closing ~~federal~~bid ~~government~~price ~~shutdown, which has resulted in the suspension or delay~~ of ~~various~~our ~~government-funded programs. While we continue to monitor developments, there~~common isstock nowill ~~assurance~~remain ~~that~~at ~~affected government employees~~ or ~~contractors~~above ~~will be reinstated and that government-funded programs will resume~~$1. ~~The~~00 ~~ability~~following of the ~~FDA~~2025 toReverse ~~review~~Stock ~~and~~Split. ~~approve~~If ~~new~~we ~~products,~~fail to ~~provide~~satisfy ~~feedback~~any ~~on clinical trials and development programs, to meet with sponsors and to otherwise review regulatory submissions can be affected by a variety~~ of ~~factors,~~Nasdaq’s ~~including~~continued ~~government budget and funding~~listing ~~levels~~requirements, ~~reductions~~Nasdaq inmay ~~workforce,~~take ~~ability~~steps to ~~hire~~delist ~~and~~our ~~retain~~common ~~key personnel~~stock, ~~and~~which ~~statutory,~~could regulatory and policy changes. In addition, there may be delays in necessary interactions with regulators, ethics committees and other important agencies and contractors due to limitations in employee resources or forced furlough of government or contractor personnel. Average review times at the agency have ~~fluctuated in recent years as~~ a ~~result~~materially ~~of,~~adverse ~~among~~effect ~~other~~on ~~things,~~our ~~government~~ability ~~shutdowns and funding reductions. In addition, government funding of other agencies that fund research and development activities is subject~~ to ~~the political process, which is inherently fluid and unpredictable.~~raise ~~Government~~additional ~~shutdowns,~~funds ifas ~~prolonged,~~well ~~can significantly impact the ability of government agencies upon which rely, such~~ as the ~~FDA~~price and ~~SEC,~~ toliquidity ~~timely~~of ~~review and process~~ our ~~regulatory~~common ~~submissions, which could have a material adverse effect on our business~~stock.

In December 2016, the 21st Century Cures Act was signed into law. This legislation was designed to advance medical innovation and empower the FDA with the authority to directly hire positions related to drug and device development and review. However, government proposals to reduce or eliminate budgetary deficits may include reduced allocations to the FDA and other related government agencies. These budgetary pressures may result in a reduced ability by the FDA to perform its roles, including the related impact to academic institutions and research laboratories whose funding is fully or partially dependent on both the level and timing of funding from government sources.24

22Changes in government funding levels, staffing resources, or policy priorities at the FDA, the SEC, and other government agencies could adversely affect their ability to perform their regulatory and oversight functions. Reductions in funding, hiring constraints, workforce attrition, or shifts in legislative or administrative priorities may hinder these agencies’ ability to hire and retain key personnel, administer regulatory programs, or review submissions in a timely manner.

~~Disruptions at the~~ The FDA’s ~~and~~ability ~~other agencies may also slow the time necessary for our product candidates~~ to bereview ~~reviewed or approved by necessary government agencies, which could adversely affect our business, financial condition~~ and ~~results~~approve ofnew ~~operations. For example~~products, ~~the~~provide ~~current~~feedback ~~U.S.~~on ~~administration~~clinical ~~has~~trials ~~discussed several changes to the reach~~ and ~~oversight~~development ~~of the FDA~~programs, ~~which~~meet ~~could affect its relationship~~ with ~~the pharmaceutical industry~~sponsors, ~~transparency in decision~~ ~~making~~ and ~~ultimately~~otherwise ~~the~~process ~~cost~~regulatory ~~and~~submissions ~~availability~~can ofbe ~~prescription~~affected ~~drugs.~~by ~~Additionally,~~a ~~over~~variety ~~the~~of ~~past decade~~factors, ~~the~~including ~~U.S.~~ government ~~has~~budget ~~shut down several times,~~ and ~~certain~~funding ~~regulatory agencies~~levels, workforce ~~such as the FDA~~availability, ~~have~~ability ~~had~~ to ~~furlough~~hire ~~critical employees~~ and ~~stop~~retain ~~critical~~qualified ~~activities. The~~personnel, ~~current~~and ~~U.S.~~statutory, ~~administration~~regulatory, ~~also~~or ~~recently~~policy ~~announced~~changes. ~~plans~~Limitations toon agency ~~reduce~~resources, ~~the~~including ~~number~~furloughs ofor ~~federal~~staffing ~~employees by establishing voluntary termination programs~~reductions, bywhether ~~position~~temporary ~~eliminations~~ or byprolonged, ~~involuntary~~may ~~terminations.~~result Ifin ~~funding~~delays ~~for~~in ~~the~~regulatory ~~FDA is reduced~~interactions, ~~if the FDA workforce is reduced,~~ orreviews, ifand ~~the current government shutdown continues~~approvals, itwhich could ~~significantly~~delay ~~impact~~ the ~~ability~~development ofor ~~the~~commercialization ~~FDA~~of toour ~~timely~~product ~~review~~candidates and ~~process~~adversely affect our business, ~~regulatory~~financial ~~submissions~~condition, ~~which~~and ~~could~~results ~~have~~of ~~a material adverse effect on our business~~operations.

~~Further, a prolonged or future shutdown of the U.S.~~Government ~~federal~~funding ~~government~~for ~~could~~agencies ~~materially~~that ~~impact~~support ~~the~~research ~~operations~~and ofdevelopment ~~the~~activities ~~SEC.~~is ~~For~~subject ~~example,~~to the ~~SEC~~political ~~announced~~process ~~that~~and ~~during~~may ~~the~~fluctuate ~~current~~over Utime.~~S. federal~~ ~~government~~While ~~shutdown,~~legislation itsuch ~~will~~as ~~not~~the ~~declare~~21st ~~registration~~Century ~~statements~~Cures ~~effective.~~Act Inwas ~~the~~intended ~~event~~to ofsupport anmedical ~~extended~~innovation ~~shutdown,~~and enhance the ~~SEC~~FDA’s ~~may~~hiring ~~operate~~authority, ~~with~~future ~~limited~~budgetary ~~staff~~pressures or ~~suspend~~policy ~~certain~~changes ~~functions~~could ~~altogether,~~reduce ~~which~~funding ~~could~~allocations ~~delay~~to the ~~review~~FDA orand ~~effectiveness of our filings, including registration statements or~~ other ~~financing-related~~government ~~disclosures~~agencies. Such ~~delays~~funding constraints could ~~adversely~~impair ~~affect~~their ~~our~~ ability to ~~access~~fulfil ~~the~~their ~~public~~mandates ~~markets~~ and ~~obtain necessary~~could ~~capital~~also inadversely ~~order~~affect toacademic ~~properly~~institutions ~~capitalize~~ and ~~continue~~research toorganizations that ~~fund~~rely on government funding, potentially impacting our ~~operations~~development activities.

There remains substantial uncertainty as to how the current U.S. administration will seek to or continue to modify or revise the requirements and policies of the FDA and other regulatory agencies with jurisdiction over our product candidates. This uncertainty could present new challenges or potential opportunities as we navigate the clinical development and approval process for our product candidates. If we or our collaborators experience delays in obtaining approval or if we or they fail to obtain approval of our product candidates, the commercial prospects for our product candidates may be harmed and our ability to generate revenue will be materially impaired.

We will need to raise additional capital to fund our operations in the future. If we are unsuccessful in attracting new capital, we may not be able to continue operations or may be forced to sell assets to do so. Alternatively, capital may not be available to us on favorable terms, or at all. If available, financing terms may lead to significant dilution of our stockholders’ equity.

We are not profitable and have had negative cash flow from operations since our inception. To fund our operations and to develop and commercialize our products (including the BPT and planned applications of IFP System), we have relied primarily on equity and some debt financing and government support income. The Company believes there is material risk that its cash and cash equivalents and subscription receivable from shareholders as of ~~September~~ 30December 31, 2025, of $1740,~~660~~371 and $9,402,105, respectively may be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of its unaudited condensed consolidated financial statements for the fiscal quarter ended ~~September~~ 30December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these unaudited condensed consolidated financial statements were issued. 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 if 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.

To obtain the additional capital necessary to fund our operations, we expect to finance our cash needs through public or private equity offerings, debt financing and/or other capital sources. Even if capital is available, it might be available only on unfavorable terms. Any additional equity or convertible debt financing into which we enter could be dilutive to our existing stockholders. Any future debt financing into which we enter may impose covenants upon us that restrict our operations, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our stock, make certain investments and engage in certain merger, consolidation or asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, we may need to relinquish rights to our technologies or our products or grant licenses on terms that are not favorable to us. If access to sufficient capital is not available as and when needed, our business will be materially impaired and we may be required to cease operations, curtail one or more product development or commercialization programs, scale back or eliminate the development of business opportunities, or significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all of our assets. Any of these factors could harm our operating results.

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As a result of the liquidation of Life Science Biosensor Diagnostics Pty Ltd (LSBD) and the intellectual property rights licensed by the Company from LSBD (the Biosensor IP and intellectual property related to SARS-CoV-2 testing) reverting back to the University of Newcastle, there is a risk of extended delays in negotiating the terms of licensing the intellectual property with the University, or that such negotiations may result in less favorable licensing terms for the Company, or that such negotiations may not be successful, which, in any event, would negatively impact the Company’s ability to develop and commercialize the BPT, the Licensed Products or the COV2 Products

We are party to the BPT License Agreement with LSBD, pursuant to which, among other things, the Company licenses from LSBD certain products and intellectual property related to the biosensor technology used in the Biosensor Platform, which we refer to as the Biosensor IP. The Company also holds a 50% interest in BiosensX (North America) Inc., which has exclusive license to use, make, sell and offer to sell products under the intellectual property rights in connection with the biosensor technology and the glucose/diabetes management field in the U.S., Mexico and Canada.

We understand that following the commencement of the liquidation of LSBD on July 21, 2023, the LSBD IP we licensed from LSBD, which includes the Biosensor IP, has reverted back to the University of Newcastle. Following our discussions with the University of Newcastle, it is our understanding that the University of Newcastle cannot finalize licensing of the Biosensor IP until the liquidation, by virtue of the status of LSBD being under external administration, is completed. As of the date of this Quarterly Report on Form 10-Q the ASIC database maintained by the Australian Securities and Investments Commission (ASIC) indicates that LSBD (Australian Company Number 613 279 771) is under the status of a company being under external administration. We do not know the timeline for when LSBD’s liquidation will be complete or when LSBD’s status will change, and accordingly, we do not expect any updates or finalization of any license terms until this occurs. As a result, further development of the BPT has been postponed until we are able to finalize appropriate licensing arrangements related to the BPT.

Accordingly, there is an inherent risk of extended delays in negotiating the terms of licensing the Biosensor IP with the University, or that such negotiations may result in less favorable licensing terms for the Company, or that such negotiations may not be successful, which, in any event, would negatively impact the Company’s ability to develop and commercialize the BPT or Licensed Products.

These same risks apply to the Company’s licensing of intellectual property from LSBD related to the COV2 Products described in this prospectus, which includes a biosensor strip for antibodies against SARS-CoV-2.

The Company may not be able to repay the grant it received from the Australian Government when due.

In the fourth fiscal quarter ended June 30, 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. Following the grant acquittal audit, an amount of $2,~~172~~096,~~108~~ 222 remains payable to the Australian Government, which is disclosed under liabilities in the balance sheet as of ~~September~~December 3031, 2025, as “Accounts payable and accrued expenses”. The Company has finalized the terms of repayments as of September 30, 2025. If the Company is unable to obtain sufficient financing or otherwise raise adequate funds, it may be unable to make required payments when due. Any failure to timely repay such obligations could result in defaults, the acceleration of amounts owed, the imposition of penalties, the initiation of enforcement actions by creditors, and other adverse consequences, any of which could materially and adversely affect the Company’s business, financial condition, and results of operations.

The loss of our “emerging growth company” status will increase certain reporting and compliance obligations and any failure to meet these expanded requirements could expose us to regulatory scrutiny or sanctions and could harm our reputation and adversely affect our stock price.

We will cease to qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), at the end of this fiscal year. As a result, beginning with our Annual Report on Form 10-K for the fiscal year ending June 30, 2026, we will no longer be ~~permitted~~able to use ~~take~~the ~~advantage~~extended oftransition ~~certain~~period ~~reduced~~for ~~disclosure~~complying ~~and~~with ~~other~~new ~~reporting~~or ~~exemptions~~revised ~~available~~accounting standards, will become subject to the same disclosure ~~emerging~~and ~~growth~~attestation requirements as other public companies ~~under~~that ~~the~~are ~~JOBS~~not ~~Act.~~emerging ~~However,~~growth ~~certain~~companies. ofWe ~~these~~cannot ~~scaled~~predict ~~disclosure~~whether ~~requirements~~investors will find ~~continue~~our tocommon bestock ~~available to~~less usattractive because we ~~will~~may ~~continue~~rely toon ~~qualify~~these exemptions. If some investors find our common stock less attractive as a ~~“smaller~~result, ~~reporting~~there ~~company”~~may ~~under~~be ~~SEC~~a ~~rules~~less active trading market for our common stock, and the trading price of our common stock may be more volatile.

Our failure to comply with applicable U.S. federal securities laws, SEC rules, and stock exchange listing standards could subject us or our management to regulatory scrutiny or sanctions and could harm our reputation and adversely affect our stock price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Other than any sales previously reported in the Company’s Current Reports on Form 8-K, the Company did not sell any unregistered securities during the period covered by this report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the period covered by this Quarterly Report on Form 10-Q, 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).

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ITEM 6. EXHIBITS

Exhibit No.		Description
4.1		Form of Series J Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 28, 2025).
3.1		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 December 12, 2025).
4.2		Form of Amended Series H-1 Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on July 28, 2025).
4.1		Form of Series K-1 Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026).
4.3		Form of Amended Series H-2 Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on July 28, 2025).
4.2		Form of Series K-2 Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2026).
4.4		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 July 28, 2025).
4.3		Form of Series L 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 January 2, 2026).
4.5		Form of Amended 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 September 25, 2025).
10.1		Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended October 16, 2025) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 21, 2025).
10.1		Form of Warrant Inducement Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 28, 2025).
10.2		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 January 2, 2026).
10.2		Intelligent Bio Solutions Inc. 2019 Long Term Incentive Plan (as amended October 16, 2025) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 21, 2025).
10.3		Form of 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 January 2, 2026).
10.3		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).
10.4		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 January 2, 2026).
10.4		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).
10.5		Form of Director Stock Award Agreement (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 30, 2025).
10.6		Form of US Employee Stock Award Agreement (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 30, 2025).
10.7		Form of UK/AU Employee Stock Award Agreement (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8 filed with the Commission on May 30, 2025).
31.1#		Certification of Principal 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.
101.INS#		Inline XBRL Instance 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 in XBRL and included in Exhibit 101).

# Filed herewith.

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SIGNATURES

Pursuant to the requirements 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:	~~November~~February 12, ~~2025~~2026	By:	/s/ Harry Simeonidis
			HARRY SIMEONIDIS
			CHIEF EXECUTIVE OFFICER AND PRESIDENT
			(Principal Executive Officer)
Date:	~~November~~February 12, ~~2025~~2026	By:	/s/ Spiro Sakiris
			SPIRO SAKIRIS
			CHIEF FINANCIAL OFFICER
			(Principal Financial Officer)

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Filing Compare · INTELLIGENT BIO SOLUTIONS INC.