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 December 31, 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 41^st Street, 5^th 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 February 12, 2026, there were 1,603,783 shares of the registrant’s Common Stock issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Changes in Shareholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION	24
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
Signatures		28

PART I. FINANCIAL INFORMATION

Intelligent Bio Solutions Inc.

Condensed Consolidated Balance Sheets

	December 31,			June 30,
	2025			2025
		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	740,371		$	1,019,909
Accounts receivable, net		456,657			594,614
Subscription receivable from shareholders, net		9,402,105			-
Inventories		590,246			635,215
Research and development tax incentive receivable		505,172			734,408
Assets held for sale		-			327,500
Other current assets		480,133			826,976
Total current assets		12,174,684			4,138,622
Property and equipment, net		321,741			251,325
Operating lease right-of-use assets		1,887,178			69,520
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	$	4,261,236		$	4,534,246
Current portion of operating lease liabilities		382,518			84,659
Current employee benefit liabilities		470,486			534,990
Notes payable		13,001			197,146
Total current liabilities		5,127,241			5,351,041
Employee benefit liabilities, less current portion		106,926			84,921
Operating lease liabilities, less current portion		1,529,064			-
Total liabilities		6,763,231			5,435,962
Commitments and contingencies (Note 9)		-

Shareholders’ equity
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, 12 shares as of December 31, 2025 and June 30, 2025*		(1	)		(1	)
Additional paid-in capital*		79,540,489			65,849,823
Accumulated deficit		(68,193,661	)		(62,533,065	)
Accumulated other comprehensive loss		(266,079	)		(327,944	)
Total consolidated Intelligent Bio Solutions Inc. equity		11,093,132			2,996,136
Non-controlling interest		(203,321	)		(182,312	)
Total shareholders’ equity		10,889,811			2,813,824
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	17,653,042		$	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 December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
Revenue	$	896,774		$	607,494		$	2,008,571		$	1,479,781
Cost of revenue (exclusive of amortization shown separately below)		(437,035	)		(384,381	)		(1,030,541	)		(909,867	)
Gross profit		459,739			223,113			978,030			569,914

Other income
Government support income		72,720			133,640			265,987			259,768

Operating expenses
Selling, general and administrative expenses		(2,337,041	)		(1,809,114	)		(4,996,865	)		(3,758,130	)
Development and regulatory approval expenses		(522,113	)		(506,944	)		(1,008,282	)		(1,455,696	)
Depreciation and amortization		(281,896	)		(305,177	)		(585,274	)		(605,599	)
Impairment of long-lived assets		(27,147	)		-			(288,927	)		-
Total operating expenses		(3,168,197	)		(2,621,235	)		(6,879,348	)		(5,819,425	)
Loss from operations		(2,635,738	)		(2,264,482	)		(5,635,331	)		(4,989,743	)

Other income (expense), net
Interest expense		(56,209	)		(13,502	)		(60,112	)		(35,829	)
Realized foreign exchange loss		-			(750	)		-			(801	)
Interest income		5,334			21,937			13,838			74,777
Total other income (expense), net		(50,875	)		7,685			(46,274	)		38,147
Net loss		(2,686,613	)		(2,256,797	)		(5,681,605	)		(4,951,596	)
Net loss attributable to non-controlling interest		(9,023	)		(7,327	)		(21,009	)		(16,493	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(2,677,590	)	$	(2,249,470	)	$	(5,660,596	)	$	(4,935,103	)

Other comprehensive income (loss)
Foreign currency translation gain (loss)		13,149			(143,165	)		61,865			73,190
Total other comprehensive income (loss)		13,149			(143,165	)		61,865			73,190
Comprehensive loss		(2,673,464	)		(2,399,962	)		(5,619,740	)		(4,878,406	)
Comprehensive loss attributable to non-controlling interest		(9,023	)		(7,327	)		(21,009	)		(16,493	)
Comprehensive loss attributable to Intelligent Bio Solutions Inc.	$	(2,664,441	)	$	(2,392,635	)	$	(5,598,731	)	$	(4,861,913	)

Net loss per share, basic and diluted*	$	(2.82	)	$	(4.96	)	$	(6.27	)	$	(11.82	)
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)

											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

SEC Form 10-Q filed by Intelligent Bio Solutions Inc.