Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-39825 | |
Entity Registrant Name | Intelligent Bio Solutions Inc. | |
Entity Central Index Key | 0001725430 | |
Entity Tax Identification Number | 82-1512711 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Intelligent Bio Solutions Inc | |
Entity Address, Address Line Two | 142 West, 57th Street | |
Entity Address, Address Line Three | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | 646 | |
Local Phone Number | 828-8258 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | INBS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 916,265 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 2,911,682 | $ 8,238,301 | |
Accounts receivable, net | 278,317 | ||
Inventories | 670,968 | ||
Grant receivable, current portion | 1,504,566 | 1,529,882 | |
Research and development tax incentive receivable | 490,637 | 353,048 | |
Other current assets | 521,894 | 746,761 | |
Total current assets | 6,378,064 | 10,867,992 | |
Property and equipment, net | 484,301 | 391,408 | |
Finance lease right-of-use assets | 506,360 | ||
Goodwill | 4,130,037 | ||
Intangible assets, net | 5,472,510 | ||
Long-term grant receivable | 1,076,661 | 1,092,773 | |
TOTAL ASSETS | 18,047,933 | 12,352,173 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 1,855,465 | 1,625,089 | |
Current portion of finance lease liabilities | 160,826 | ||
Current portion of deferred grant income | 2,153,091 | 2,836,582 | |
Current employee benefit liabilities | 319,119 | 201,332 | |
Current portion of notes payable | 326,033 | ||
Total current liabilities | 4,814,534 | 4,663,003 | |
Employee benefit liabilities | 23,696 | 50,626 | |
Finance lease liabilities | 357,326 | ||
Long-term deferred grant income | 1,558,287 | 1,092,773 | |
Notes payable | 507,403 | ||
Convertible notes payable | 523,703 | ||
Total liabilities | 7,784,949 | 5,806,402 | |
Commitments and contingencies (Note 18) | |||
Shareholders’ equity: | |||
Common stock, $0.01 par value, 100,000,000 shares authorized, 917,650 and 744,496 shares issued and outstanding at December 31, 2022 and June 30, 2022, respectively | 9,177 | 7,445 | |
Treasury stock, at cost, 1,386 and 0 shares as of December 31, 2022 and June 30, 2022, respectively | (14) | ||
Additional paid-in capital | 43,686,676 | 38,581,465 | |
Accumulated deficit | (32,804,746) | (31,175,853) | |
Accumulated other comprehensive loss | (562,097) | (788,135) | |
Total consolidated Intelligent Bio Solutions Inc. equity | 10,354,391 | 6,624,922 | |
Non-controlling interest | (91,407) | (79,151) | |
Total shareholders’ equity | 10,262,984 | 6,545,771 | [1] |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 18,047,933 | 12,352,173 | |
Series C Preferred Stock [Member] | |||
Shareholders’ equity: | |||
Preferred stock value | 23,630 | ||
Series D Preferred Stock [Member] | |||
Shareholders’ equity: | |||
Preferred stock value | $ 1,765 | ||
[1]Include adjustments for effect of reverse stock split |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Jun. 30, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 917,650 | 744,496 |
Common stock, shares outstanding | 917,650 | 744,496 |
Treasury stock shares | 1,386 | 0 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares designated | 4,012,276 | 4,012,276 |
Preferred stock, shares issued | 2,363,003 | 0 |
Preferred stock, shares outstanding | 2,363,003 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 176,462 | 0 |
Preferred stock, shares outstanding | 176,462 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 356,679 | $ 356,679 | ||
Cost of revenue | (112,635) | (112,635) | ||
Gross profit | 244,044 | 244,044 | ||
Other income: | ||||
Government support income | 269,625 | 177,791 | 580,945 | 177,791 |
Operating expenses: | ||||
General and administrative expenses | (2,245,289) | (1,003,244) | (3,695,707) | (2,335,764) |
Development and regulatory approval expenses | (1,191) | (2,641,182) | (80,465) | (2,747,981) |
Depreciation and amortization | (398,156) | (398,156) | ||
Total operating expenses | (2,644,636) | (3,644,426) | (4,174,328) | (5,083,745) |
Loss from operations | (2,130,967) | (3,466,635) | (3,349,339) | (4,905,954) |
Other income (expense): | ||||
Interest expense | (76,767) | (675) | (77,832) | (675) |
Realized foreign exchange (loss)/gain | (13,901) | 14 | (16,148) | (3,104) |
Fair value movements through profit and loss | 1,793,091 | 1,793,091 | ||
Interest income | 1,473 | 3,473 | 9,079 | 8,070 |
Total other income (expense) | 1,703,896 | 2,812 | 1,708,190 | 4,291 |
Net loss | (427,071) | (3,463,823) | (1,641,149) | (4,901,663) |
Net loss attributable to non-controlling interest | (6,471) | (3,825) | (12,256) | (9,013) |
Net loss attributable to Intelligent Bio Solutions Inc. | (420,600) | (3,459,998) | (1,628,893) | (4,892,650) |
Other comprehensive loss, net of tax: | ||||
Foreign currency translation (loss)/gain | 361,597 | 7,355 | 226,038 | (60,127) |
Total other comprehensive (loss)/gain | 361,597 | 7,355 | 226,038 | (60,127) |
Comprehensive loss | (65,474) | (3,456,468) | (1,415,111) | (4,961,790) |
Comprehensive loss attributable to non-controlling interest | (6,471) | (3,825) | (12,256) | (9,013) |
Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ (59,003) | $ (3,452,643) | $ (1,402,855) | $ (4,952,777) |
Net loss per share, basic and diluted | $ (0.46) | $ (4.65) | $ (1.97) | $ (6.77) |
Weighted average shares outstanding, basic and diluted | 908,283 | 744,126 | 826,389 | 722,216 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total | |
Balance, value at Jun. 30, 2021 | [1] | $ 13,000 | $ 6,791 | $ 38,569,119 | $ (22,869,803) | $ (661,260) | $ (51,226) | $ 15,006,621 | |
Balance, shares at Jun. 30, 2021 | [1] | 1,300,000 | 679,106 | ||||||
Foreign currency translation loss | (67,482) | (67,482) | |||||||
Net loss | (1,432,652) | (5,188) | (1,437,840) | ||||||
Series B warrants exercised to purchase common shares | |||||||||
Series B warrants exercised to purchase common shares, shares | 20 | ||||||||
Conversion of convertible preferred shares into common shares | $ (13,000) | $ 650 | 12,350 | ||||||
Conversion of convertible preferred shares into common shares, shares | (1,300,000) | 65,000 | |||||||
Balance, value at Sep. 30, 2021 | $ 7,441 | 38,581,469 | (24,302,455) | (728,742) | (56,414) | 13,501,299 | |||
Balance, shares at Sep. 30, 2021 | 744,126 | ||||||||
Balance, value at Jun. 30, 2021 | [1] | $ 13,000 | $ 6,791 | 38,569,119 | (22,869,803) | (661,260) | (51,226) | 15,006,621 | |
Balance, shares at Jun. 30, 2021 | [1] | 1,300,000 | 679,106 | ||||||
Foreign currency translation loss | (60,127) | ||||||||
Net loss | (4,901,663) | ||||||||
Balance, value at Dec. 31, 2021 | $ 7,441 | 38,581,469 | (27,762,453) | (721,387) | (60,239) | 10,044,831 | |||
Balance, shares at Dec. 31, 2021 | 744,126 | ||||||||
Balance, value at Sep. 30, 2021 | $ 7,441 | 38,581,469 | (24,302,455) | (728,742) | (56,414) | 13,501,299 | |||
Balance, shares at Sep. 30, 2021 | 744,126 | ||||||||
Foreign currency translation loss | 7,355 | 7,355 | |||||||
Net loss | (3,459,998) | (3,825) | (3,463,823) | ||||||
Balance, value at Dec. 31, 2021 | $ 7,441 | 38,581,469 | (27,762,453) | (721,387) | (60,239) | 10,044,831 | |||
Balance, shares at Dec. 31, 2021 | 744,126 | ||||||||
Balance, value at Jun. 30, 2022 | [1] | $ 7,445 | 38,581,465 | (31,175,853) | (788,135) | (79,151) | 6,545,771 | ||
Balance, shares at Jun. 30, 2022 | 744,496 | ||||||||
Foreign currency translation loss | (135,559) | (135,559) | |||||||
Net loss | (1,208,293) | (5,785) | (1,214,078) | ||||||
Balance, value at Sep. 30, 2022 | $ 7,445 | 38,581,465 | (32,384,146) | (923,694) | (84,936) | 5,196,134 | |||
Balance, shares at Sep. 30, 2022 | 744,496 | ||||||||
Balance, value at Jun. 30, 2022 | [1] | $ 7,445 | 38,581,465 | (31,175,853) | (788,135) | (79,151) | 6,545,771 | ||
Balance, shares at Jun. 30, 2022 | 744,496 | ||||||||
Foreign currency translation loss | 226,038 | ||||||||
Net loss | (1,641,149) | ||||||||
Balance, value at Dec. 31, 2022 | $ 25,395 | $ 9,177 | $ (14) | 43,686,676 | (32,804,746) | (562,097) | (91,407) | 10,262,984 | |
Balance, shares at Dec. 31, 2022 | 2,539,465 | 917,650 | (1,386) | ||||||
Balance, value at Sep. 30, 2022 | $ 7,445 | 38,581,465 | (32,384,146) | (923,694) | (84,936) | 5,196,134 | |||
Balance, shares at Sep. 30, 2022 | 744,496 | ||||||||
Foreign currency translation loss | 361,597 | 361,597 | |||||||
Net loss | (420,600) | (6,471) | (427,071) | ||||||
Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs | $ 23,630 | $ 29,631 | 4,671,009 | 4,724,270 | |||||
Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs, shares | 2,363,003 | 2,963,090 | |||||||
Issuance of Series D preferred stock, net of issuance costs | $ 1,765 | 160,695 | 162,460 | ||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 176,462 | ||||||||
Stock awards issued to employees | $ 5,000 | 255,000 | 260,000 | ||||||
Stock awards issued to employees, shares | 500,000 | ||||||||
Payment of tax withholding for employee stock awards | $ (277) | (14,130) | (14,407) | ||||||
Payment of tax withholding for employee stock awards, shares | (27,706) | ||||||||
Effect of reverse split | $ (32,899) | $ 263 | 32,637 | 1 | |||||
Effect of reverse split, shares | (3,289,936) | 26,320 | |||||||
Balance, value at Dec. 31, 2022 | $ 25,395 | $ 9,177 | $ (14) | $ 43,686,676 | $ (32,804,746) | $ (562,097) | $ (91,407) | $ 10,262,984 | |
Balance, shares at Dec. 31, 2022 | 2,539,465 | 917,650 | (1,386) | ||||||
[1]Include adjustments for effect of reverse stock split |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (1,641,149) | $ (4,901,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 349,533 | |
Depreciation on leased assets | 48,623 | |
Non-cash loss on foreign currency translation, net | 16,148 | 3,104 |
Provision for bad debts | 22,918 | |
Provision for inventory write-off | 188,364 | |
Share-based compensation | 260,000 | |
Non-cash research and development charge | 2,600,000 | |
Non-cash refund of R&D expenditure claims | (98,552) | |
Fair value gain on revaluation of convertible notes | (1,267,791) | |
Fair value gain on revaluation of holdback Series C Preferred Stock | (525,300) | |
Non-cash other operating activities | (17,148) | (41,211) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (301,235) | |
Inventories | (35,145) | |
Grant receivable | 41,428 | 1,828,891 |
Research and development tax incentive receivable | (137,589) | (109,391) |
Other current assets | 87,043 | 264,860 |
Accounts and other payables | (1,237,803) | (992,345) |
Accounts payable - related party | (3,787) | |
Other long-term liabilities | (26,930) | 8,937 |
Net cash (used in) provided by operating activities | (4,274,585) | (1,342,605) |
Cash flows from investing activities: | ||
Purchase of business, net of cash acquired | (181,750) | |
Amount invested on capital work in progress | (504,445) | |
Net cash used in investing activities | (686,195) | |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock | 220,578 | |
Payment of equity issuance costs | (499,818) | |
Payment of tax withholding for employee stock awards | (14,407) | |
Payment of finance lease liabilities | (34,767) | |
Net cash provided by financing activities | (328,414) | |
Effect of foreign exchange rates on cash and cash equivalents | (37,425) | (40,458) |
(Decrease) increase in cash and cash equivalents | (5,326,619) | (1,383,063) |
Cash and cash equivalents, beginning of period | 8,238,301 | 12,573,685 |
Cash and cash equivalents, end of period | 2,911,682 | 11,190,622 |
Non-cash investing and financing activities | ||
Shares issued for business acquisition | 5,530,666 | |
Note receivable settled for business acquisition | 504,938 | |
Deferred consideration payable for IFP acquisition | 481,750 | |
Conversion of preferred shares into common shares (Pre-Reverse Stock Split) | $ 13,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 6 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Business Intelligent Bio Solutions Inc. (“INBS”) (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. Our 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 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 “IFP Acquisition”). The Glucose Biosensor System (Japan) Pty Ltd and Glucose Biosensor System (APAC) Pty Ltd, were deregistered on January 6, 2023, and June 9, 2022, respectively. INBS and its subsidiaries (collectively, “we,” “us,” “our,” “INBS” or the “Company,” unless context requires or indicates otherwise) were formed to provide a non-invasive, pain free innovative medical devices and screening devices. Our headquarters are in New York, New York. We are a life sciences company marketing and developing non-invasive, real-time diagnostic testing for patients and their primary health practitioners at point of care. We operate globally with an objective to deliver intelligent pain free diagnostic tests. Our current product portfolio includes: ● A proprietary portable drug screening system that works by analyzing fingerprint sweat using a one-time cartridge and portable handheld reader. The system comprises of commercially available non-invasive sweat-based fingerprint diagnostics testing products (the “IFP products”) that currently detect opioids, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, buprenorphine, and amphetamine. Customers include safety-critical industries such as construction, transportation and logistics firms, along with drug treatment organizations in the rehabilitation sector, and judicial organizations. ● A development stage range of biosensor based Point of Care diagnostic tests (“POCT”) that are developed in the modalities of clinical chemistry, immunology, tumor markers, allergens, and endocrinology. Our flagship product candidate is the Saliva Glucose Biosensor (“SGB”), a POCT expected to substitute the finger pricking invasive blood glucose monitoring for diabetic patients. These tests stem from the Biosensor Platform that we license, across the Asia Pacific Region from Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or “the Licensor”). The Biosensor Platform is capable of detecting multiple biological analytes by substituting the GOX enzyme with a suitable alternative for each analyte. Reverse Stock Split At the annual meeting of the Company’s stockholders held on February 8, 2023 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 1-for-20 reverse stock split On February 9, 2023, the Company filed the Amendment in order to effect 1-for-20 reverse stock split As a result of the Reverse Stock Split, the number of shares of common stock outstanding was reduced from approximately 18,325,289 916,265 100 Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 1-for-20 Reverse Stock Split for all prior periods presented. (See Note 21 for information and disclosures relating to adjustments related to the Reverse Stock Split). |
LIQUIDITY
LIQUIDITY | 6 Months Ended |
Dec. 31, 2022 | |
Liquidity | |
LIQUIDITY | NOTE 2. LIQUIDITY The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern On December 21, 2022, the Company entered into a Securities Purchase Agreement (the “December 2022 Purchase Agreement”) with 14 investors (the “Series D Investors”), pursuant to which the Company agreed to issue and sell to the Series D Investors in a Regulation S private placement (the “December 2022 Private Placement”) (i) 176,462 0.01 529,386 0.05 26,469 0.05 nitial exercise price of $ 0.29 expire June 22, 2028. The nitial exercise price of $ 0.52 10.40 expire five years following the effective date of a registration statement covering the resale of common stock underlying the Series D Preferred Stock acquired by the The Series D Preferred Stock and Series D Warrants were sold together as a unit (“Unit”), with each Unit consisting of one share of Series D Preferred Stock and three Series D Warrants. Each share of Series D Preferred Stock was initially convertible into three shares of Common Stock ( 0.15 1.25 529,386 26,470 The Company is an emerging growth company and has not generated sufficient revenues to date. As such, the Company is generally subject to the risks associated with emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio. The Company incurred a net loss of $ 420,600 1,628,893 3,459,998 4,892,650 10,354,391 1,563,530 32,804,746 In the near future, the Company anticipates incurring operating losses and does not expect to generate positive cash flows from operating activities and may continue to incur operating losses until it completes the development of its products and seek regulatory approvals to market such products. 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 going concern within one year after the date of release of the condensed consolidated financial statements. The Company expects that its cash and cash equivalents as of December 31, 2022, of $ 2,911,682 The Company’s 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. 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 be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 accounting principles generally accepted in the United States of America (“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 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 December 31, 2022, are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2022, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 22, 2022 and amended on Form 10-K/A filed with the SEC on October 7, 2022 (as amended, the “2022 Form 10-K”). 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 intercompany transactions and balances have been eliminated upon consolidation. Equity offering costs The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs Use of estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The allocation of the purchase price in a business combination requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the consolidated statements of operations. Revenue recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable. Financial information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating resources and evaluating financial performance. Currently, the Company has two products offerings. Accordingly, the Company has determined the following reporting segments (Refer to Note 4, Segment Information): 1) Commercially available Intelligent Fingerprinting Products (IFPG) 2) Development Stage Saliva Glucose Biosensor Platform (SGBP) Revenues are used to evaluate the performance of the Company’s segments, the progress of major initiatives and the allocation of resources. All of the Company’s revenues, are attributable to the IFPG segment during the three and six months ended December 31, 2022. There was no Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows: SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Sales of goods - cartridges $ 214,361 $ — $ 214,361 $ — Sales of goods - readers 103,188 — 103,188 — Other sales 39,130 — 39,130 — Total revenue $ 356,679 $ — $ 356,679 $ — Other income The other income mainly comprised of deferred grant income and R&D tax refund. a) Deferred grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant income liability. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met, and all milestone payment received. The total grant value of $ 4.7 2.1 no 2.6 After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $ 38,139 and $ 98,552 deferred grant income was recognized within other income during the three and six months ended December 31, 2022, respectively. Deferred grant income recognized within other income during the three and six months ended December 31, 2021 was $ 31,399 31,399 The current and the non-current classification of the deferred grant income is based on anticipated spending as included in the cash flow forecast prepared by the management. b) R&D tax refund The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized when it is probable that the amount will be recovered in full through a future claim. A total of $ 231,486 482,393 146,392 146,392 Development and regulatory approval expenses Expenditures relating to research and development (“R&D”) are expensed as incurred and recorded in development and regulatory approval in the condensed consolidated statements of operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion above). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the spot rate on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. Foreign currency movements resulted in a gain of $ 361,597 226,038 7,355 60,127 Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of December 31, 2022, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. Licensing rights During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $ 976,308 On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor. In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to December 31, 2022. On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years 5,000,000 500,000 Inventories Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and, where applicable, other costs that have been incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. General market conditions, as well as the Company’s research activities, can cause certain of its products to become obsolete. The Company writes down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected demand. The determination of projected demand requires the use of estimates and assumptions related to projected sales for each product. These write downs can influence results from operations. Trade, note and other receivables Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 90 days past due. Based upon the assessment of these factors, the Company recorded a bad debt provision of $ 22,918 No Property, Plant and Equipment (PPE) & Construction in Progress (CIP) In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, except land, is stated at cost net of accumulated depreciation and impairment losses, if any. Land is stated at cost less any impairment losses. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: ● Computers hardware and software – 3 ● Equipment, Furniture and fixtures – 2 4 ● Leasehold improvements – shorter of asset’s estimated useful life and the remaining term of the lease The assets’ residual values, useful lives and methods of depreciation are reviewed periodically and adjusted prospectively, if appropriate. Equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising upon de-recognition of the asset (calculated as the difference between the net disposal proceeds, if any, and the carrying value of the asset) is included in gain or loss on sale of assets in the consolidated statements of operations in the period the asset is derecognized. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. The Company evaluates its goodwill for potential impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. The Company’s divisions are at the operating segment level, which is the level the Company’s management conducts regular reviews of the operating results. Goodwill created by acquiring a foreign operation is converted from foreign entity’s functional currency to Company’s reporting currency using the spot rate prevailing at the reporting date. Intangible assets Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any. The intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Amortization is recorded on a straight-line basis over their estimated useful lives. Intangible assets acquired from a foreign operation are translated from the foreign entity’s functional currency to the presentational currency based on the exchange rate at the reporting date. Leases The Company determines if an arrangement is a lease at its inception. Lease arrangements are comprised primarily of real estate for which the right-of-use (“ROU”) assets and the corresponding lease liabilities are presented separately on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, considering publicly available data for instruments with similar characteristics. The Company accounts for the lease and non-lease components as a single lease component. Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company did not recognize any impairments of long-lived assets during the three and six months ended December 31, 2022 and 2021. Net loss per share attributable to common shareholders (“EPS”) The Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share Potentially dilutive common shares is calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. Recently issued accounting pronouncements As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies. Adopted: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options In February 2016, the FASB issued ASU No. 2016-02, Leases Pending adoption: In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses Concentration of credit risk The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme, Financial Services Compensation Scheme or the United States’ 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. Fair value of financial instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments. The Company has elected to carry its convertible notes at fair value. Fair value option (“FVO”) for convertible notes The Company elected the FVO for recognition of its convertible notes payable upon issuance as permitted under ASC 825, Financial Instruments. Under the FVO, the Company recognizes the convertible notes payable at fair value with changes in fair value recognized in earnings. The FVO may be applied instrument by instrument, but it is irrevocable. As a result of applying the FVO, direct costs and fees related to the convertible notes are recognized in general and administrative expense in the condensed consolidated statements of operations as incurred and not deferred. Changes in accrued interest for the notes are included in the change in fair value of convertible notes. Changes in fair value of the convertible notes are recognized as part of interest expense in the condensed consolidated statements of operations. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 4. SEGMENT INFORMATION Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in two operating segments and has two reportable segments, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating resources and evaluating financial performance. Currently, the Company has two products offerings. Accordingly, the Company has determined the following reporting segments: 1) Commercially available Intelligent Fingerprinting Products (“IFPG” or “IFPG segment”) 2) Development Stage Saliva Glucose Biosensor Platform (“SGBP” or “SGBP segment”) The following table sets forth the Company’s revenue and other income by segment. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 IFPG $ 356,679 $ - $ 356,679 $ - SGBP $ - - - - Total Revenue 356,679 - 356,679 - B) Other Income (Government Support Income) 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 IFPG $ 107,557 $ - $ 107,557 $ - SGBP $ 162,068 177,791 473,388 177,791 Total Government Support Income 269,625 177,791 580,945 177,791 |
INTELLIGENT FINGERPRINTING LIMI
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | 6 Months Ended |
Dec. 31, 2022 | |
Intelligent Fingerprinting Limited Acquisition | |
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | NOTE 5. INTELLIGENT FINGERPRINTING LIMITED ACQUISITION On October 4, 2022, INBS acquired 100 The table below summarizes the fair value of the consideration transferred in the acquisition: SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION Purchase consideration (pre Reverse Stock Split basis) Amount Cash $ 868,438 Common Stock - 2,963,091 0.5502 1,630,293 Series C Preferred Stock (base) - 2,363,003 0.5502 3,900,373 Series C Preferred Stock (holdback) - 500,000 0.5502 825,300 Total purchase price $ 7,224,404 Pursuant to the Share Exchange Agreement, the Company acquired from the Sellers all of the issued and outstanding shares in the capital stock of IFP, and as consideration therefor, the Company issued and sold to the Sellers upon the closing of the IFP Acquisition (the “IFP Closing”) an aggregate number of (i) 2,963,091 148,155 2,363,003 0.01 Up to an additional 1,649,273 500,000 that are being held back from the IFP Sellers for one year after the IFP Closing to secure potential indemnification claims by the Company against the IFP Sellers and 1,149,273 share of was initially 0.15 Effective contemporaneously with the IFP Closing, the Company entered into an amendment to the bridge facility agreement between the Company and IFP, dated as of June 16, 2022, pursuant to which, among other things, the $ 504,938 The loan receivable from IFP of $ 504,938 ASC 805 Business Combinations. The Company entered into various loan agreements in the aggregate amount of £ 1,254,270.26 17 22 “ approval by the Company’s stockholders of (i) the conversion of the Series C Preferred Stock into common stock and (ii) Each share of Series C The rights, preferences and privileges of the Series C Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on October 4, 2022, as further described below (the “Series C Certificate of Designation”). The Series C Preferred Stock does not have any voting rights (other than as required by law) and does not carry dividends or a liquidation preference. Each share of Series C Preferred Stock was initial convertible into 3 shares of common stock, subject to adjustment as noted above. Following the effectiveness of the 1-for-20 Reverse Stock Split 0.15 504,938 ASC 805 Business Combinations. The cash purchase consideration includes $ 504,938 363,500 181,750 181,750 The Company incurred $ 806,397 Series C Preferred Stock The provisional allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is as follows: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES Allocation of purchase consideration Amount Assets: Cash and cash equivalents $ 174,481 Inventory 774,625 Other current assets 345,038 Property and Equipment 52,170 Intangible assets 5,463,000 Goodwill 3,803,293 Total assets acquired 10,612,607 Liabilities: Accounts payable and accrued expenses (1,027,302 ) Notes payable (677,137 ) Convertible notes payable (1,683,764 ) Total liabilities assumed (3,388,203 ) Net assets $ 7,224,404 Acquired intangible assets of $ 5,463,00 5,119,000 5 252,000 3 92,000 indefinite The acquisition produced $ 3,803,293 The purchase price allocation is considered provisional as the Company finalizes its determination relating to the valuation of assets and liabilities and key assumptions, approaches and judgements with respect to intangible assets acquired and the related tax effects. Transaction costs, except for the equity issuance costs discussed above, were not material. Intangibles acquired were remeasured at December 31, 2022 using the applicable spot rate. From the closing date of the IFP Acquisition through December 31, 2022, the Company recognized approximately $ 356,679 315,753 340,022 1,267,791 525,300 Pro-Forma Results of Operations The following unaudited pro-forma consolidated results of operations for the years ended June 30, 2022, and 2021, respectively, have been prepared as if the acquisition of IFP had occurred on July 1, 2020, and includes adjustments for amortization related to the valuation of acquired intangibles: SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS Year Ended June 30, Year Ended June 30, 2022 2022 2021 2021 Reported Pro forma Reported Pro forma Revenue $ — $ 1,564,224 $ — $ 795,547 Net loss (8,333,976 ) (12,248,340 ) (7,060,201 ) (9,473,952 ) Net loss attributable to Intelligent Bio Solutions Inc. (8,306,051 ) (12,220,415 ) (7,037,286 ) (9,451,037 ) Net loss per share, basic and diluted (post Reverse Stock Split) (11.33 ) (13.51 ) (13.51 ) (14.13 ) |
INVENTORIES
INVENTORIES | 6 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES December 31, 2022 June 30, 2022 Work-in-progress $ 643,730 $ — Finished goods 215,602 — Less: Provision for inventory obsolescence (188,364 ) — Inventory, net $ 670,968 $ — |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 7. OTHER CURRENT ASSETS Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 329,840 116,525 Goods and services tax receivable 29,752 57,746 Deposits 99,120 46,602 Other receivables 63,182 25,443 Total $ 521,894 $ 746,761 On June 16, 2022, the Company entered into an agreement with IFP, providing the Company with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets. In consideration for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $ 500,000 500,000 2% 504,938 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 8. PROPERTY AND EQUIPMENT, NET Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 June 30, 2022 Production equipment $ 28,945 $ — Leasehold improvements 19,141 — Other equipment 7,422 — Construction in progress (CIP) 438,304 391,408 Gross property and equipment 493,812 391,408 Less: accumulated depreciation (9,511 ) — Property and equipment, net $ 484,301 $ 391,408 The Company recorded an expense of $ 9,511 no depreciation of property and equipment during the three and six months ended December 31, 2021. During the three and six months ended December 31, 2022, the Company incurred costs of $ 49,242 93,792 50% The following table summarizes the amount of CIP recorded in property and equipment, net on the condensed consolidated balance sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS December 31, 2022 June 30, 2022 Investments in construction in progress $ 876,608 $ 782,816 Less: 50% contributed under government grant (438,304 ) (391,408 ) Carrying amount $ 438,304 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 June 30, 2022 Accounts and other payables $ 989,423 $ 715,902 Accruals 309,469 909,187 Deferred consideration * 481,750 — Others 74,823 — Total $ 1,855,465 $ 1,625,089 * The deferred consideration relates to: a) the second payment of $ 181,750 b) the fair value of $ 300,000 500,000 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill were as follows: SCHEDULE OF CARRYING AMOUNT OF GOODWILL - Balance at June 30, 2022 $ — Acquisition of IFP 3,803,293 Effect of foreign currency 326,744 Balance at December 31, 2022 $ 4,130,037 Goodwill resulting from the acquisition of IFP is allocated to the IFPG operating and reportable segment. Other intangible assets Other intangible assets consist of the following as of December 31, 2022: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 5 years $ 5,119,000 $ 327,523 $ 314,729 $ 5,131,794 Customer relationships 3 years 252,000 $ 16,123 25,293 $ 242,830 Trade names and trademarks Indefinite 92,000 $ 5,886 — $ 97,886 Total intangible assets $ 5,463,000 $ 349,532 $ 340,022 $ 5,472,510 Expense related to the amortization of other intangible assets for the three and six months ended December 31, 2022, was $ 340,022 no Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter: SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS - 2023 $ 1,178,679 2024 1,178,679 2025 1,156,335 2026 1,089,305 2027 771,626 Total $ 5,374,624 There were no |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 6 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
CONVERTIBLE NOTES | NOTE 11. CONVERTIBLE NOTES As a result of the IFP Acquisition, the Company became the guarantor to unsecured convertible notes (also referred to herein as the IFP Loan Agreements) for which IFP is the borrower. The convertible notes, plus certain accrued interest, will become due on October 4, 2024 (the second anniversary of the IFP Acquisition closing date), unless earlier converted. The convertible notes, if converted, will convert into shares of IFP, which shares of IFP will be immediately transferred to the Company in exchange for shares of the Company’s common stock and Series C Preferred Stock (as set forth in the Share Exchange Agreement) following approval by the Company’s stockholders of the Company Stockholder Approval Matters. The convertible notes bear an interest rate of 17% 22% Due to the Company’s election to apply the fair value option (FVO), the fair value of the convertible notes is subsequently re-measured at the end of each reporting period based on the changes in their estimated fair value. See Note 15 for additional information. |
NOTE PAYABLE
NOTE PAYABLE | 6 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 12. NOTE PAYABLE As a result of the acquisition of IFP, the Company assumed a note payable due to a distributor of IFP. The unpaid principal balance of the loan will accrue interest at a rate of 0.97 ● Payments of 10 ● 50 The classification of the notes payables is based on sales forecast prepared by the management. |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | NOTE 13. LEASES In relation to the IFP Acquisition, the Company assumed a non-cancelable finance lease agreement. The lease has an original lease period expiring in August 2025. The lease agreement does not contain any material residual value guarantees or material restrictive covenants. Finance lease right-of-use asset amortization and finance lease interest expenses were $ 48,623 22,448 Finance lease right-of-use asset amortization and finance lease interest expenses were $ 48,623 22,448 As of December 31, 2022, the remaining lease-term and discount rate on the Company’s lease was 2.7 17 The reconciliation of the maturities of the finance lease to the finance lease liabilities recorded in the condensed consolidated balance sheet as of December 31, 2022, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2023 $ 236,874 2024 244,904 2025 168,622 Total lease payments 650,400 Less: Imputed interest (132,248 ) Present value of lease liabilities $ 518,152 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 6 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 14. SHAREHOLDERS’ EQUITY As of December 31, 2022 there were 1,401,377 Series A Warrants; 52,400 Series B Warrants, 529,386 Series D Warrants (defined below) and 26,469 On December 21, 2022, the Company entered into a Securities Purchase Agreement (the “December 2022 Purchase Agreement”) with 14 investors (the “Series D Investors”), pursuant to which the Company agreed to issue and sell to the Series D Investors in a Regulation S private placement (the “December 2022 Private Placement”) (i) 176,462 0.01 529,386 0.05 26,469 0.05 0.29 5.80 0.52 10.40 0.15 1.25 529,386 26,470 On October 6, 2022, the Company granted its employees 500,000 ( 25,000 shares post-Reverse Stock Split) shares of common stock as compensation. The Company recorded stock compensation expense of $ 260,000 , based on a pre-Reverse Stock Split share price of $ 0.52 per share, in relation to the issuance during the three and six months ended December 31, 2022. The Company withheld 27,706 shares ( 1,386 shares post-Reverse Stock Split) for the payment of withholding taxes. On October 4, 2022, the Company issued 2,963,091 shares (148,155 shares post-Reverse Stock Split) of common stock and 2,363,003 shares of Series C Preferred Stock as partial consideration in connection with the IFP Acquisition. The Company recognized $ 806,397 of equity issuance costs in relation to this transaction and recorded them as reduction to additional paid-in capital on the Condensed Consolidated Balance Sheets. An additional 500,000 See Note 5 for further detail of the IFP Acquisition. The Series C Preferred Stock and Series D Preferred Stock are convertible into the Company’s common stock following approval of the Company’s stockholders of such conversion. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 15. FAIR VALUE MEASUREMENTS Convertible notes As detailed in Note 11, the Company assumed convertible notes as a result of the IFP Acquisition the fair value of the maximum shares issuable upon conversion ( 1,149,273 22% Acquisition the fair value movement relates decrease date Increases or decreases in the fair value of the Company’s convertible notes carried at fair value are recognized as part of Other Income (expenses) in the Condensed Consolidated Statements of Operations. The interests incurred from the date of acquisition until December 31, , The following table provides a reconciliation of the beginning and ending balance of the convertible note liabilities measured at fair value on a recurring basis during the period: SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Convertible notes carried at fair value (Level 3) Balance at June 30, 2022 $ — Fair value of convertible notes at acquisition (Note 5) 1,683,764 Fair value gain on revaluation of convertible notes (1,267,791 ) Effect of foreign currency 107,730 Balance at December 31, 2022 $ 523,703 Series C Preferred Stock (holdback) The Company has holdback 500,000 Therefore, the final number of shares to be issued after the one year measurement period is contingent on any potential claims and can be variable . share of ( 0.15 (subject to adjustment upon the occurrence of specified events), contingent upon approval by the Company’s stockholders. These shares are reserved, not issued, or held in Escrow account. As at December 31, 2022, the Company accounted for the fair value movement relates decrease date The following table provides a reconciliation of the beginning and ending balance of the holdback Preferred Stock measured at fair value on a recurring basis during the period: SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS Preferred Stock carried at fair value (Level 2) Balance at June 30, 2022 $ — Fair value of holdback Series C Preferred Stock at acquisition (Note 5) 825,300 Fair value gain on revaluation of hold back Series C Preferred Stock (525,300 ) Balance at December 31, 2022 $ 300,000 The Company did not have assets or liabilities carried at fair value using Level 1 inputs during the three and six months ended December 31, 2022 and 2021. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 16. RELATED PARTY TRANSACTIONS LSBD Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial terms. The following transactions occurred with LSBD and senior management personnel 31, 2022. The Company incurred a total cost of $ nil 26,081 145,733 As of December 31, 2022, $ 8,545 9,536 December 2022 Private Placement Approximately 15.10 19,991 13,327 |
INVESTMENT IN AFFILIATE
INVESTMENT IN AFFILIATE | 6 Months Ended |
Dec. 31, 2022 | |
Investment In Affiliate | |
INVESTMENT IN AFFILIATE | NOTE 17. INVESTMENT IN AFFILIATE On May 29, 2020, LSBD, issued 14,000,000 0.001 50 The investment in BiosensX (North America) Inc. is accounted for by use of the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures At the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares to the Company was deemed to be a common control transaction. As a result of the share transfer, the Company has significant influence over BiosensX (North America) Inc. During the year ended June 30, 2022, LSBD sold all the shares it held in the Company but retained ownership of 5-year non-transferrable warrants to purchase 3,000,000 150,000 17 340.00 The carrying amount of investments in BiosensX (North America) Inc. was $ nil |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18. COMMITMENTS AND CONTINGENCIES During November 2022, the Company signed a deed of variation with the University of Newcastle for the research and development of the Saliva Glucose Biosensor. The Company agreed to pay the University of Newcastle $ 847,021 847,021 The Company has no 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. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 19. INCOME TAX The Company shall file its income tax returns with the Internal Revenue Service, Australian Taxation Office and His Majesty Revenue & Customs. The Company has operating losses carried forward of $ 30,023,714 The net operating loss carried forward gives rise to a deferred tax asset of approximately $ 8,149,550 8,149,550 |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 20. 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 stock or common stock equivalents outstanding after adjusting for the Reverse Stock Split on February 8, 2023. 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. SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Net loss attributable to Intelligent Bio Solutions Inc. $ (420,600 ) $ (3,459,998 ) $ (1,628,893 ) $ (4,892,650 ) Basic and diluted net loss per share attributed to common shareholders $ (0.46 ) $ (4.65 ) $ (1.97 ) $ (6.77 ) Weighted-average number of shares outstanding 908,283 744,126 826,389 722,216 The following outstanding warrants and options were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Pre reverse stock split: Anti-dilutive warrants and preferred shares SCHEDULE OF ANTI-DILUTIVE WARRANTS Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Warrants - Series A 1,401,377 1,401,377 1,401,377 1,401,377 Warrants - Series B 52,400 59,782 52,400 59,782 Private placement warrants (Dec 2022) 529,386 - 529,386 - Warrants issued to Winx Capital Pty Ltd 26,469 - 26,469 - Warrants issued to underwriters 63,529 63,529 63,529 63,529 Pre IPO warrants 2,736,675 2,736,675 2,736,675 2,736,675 Preferred Stock (Series C) 2,363,003 - 2,363,003 - Preferred Stock (Series D) 176,462 - 176,462 - Warrants issued to LSBD 3,000,000 3,000,000 3,000,000 3,000,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21. SUBSEQUENT EVENTS At the annual meeting of stockholders held on February 8, 2023 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect the reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders. Pursuant to such authority granted by the Company’s stockholders, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:05 p.m. Eastern Time on February 9, 2023 (the “Effective Time”). 0.01 per share As a result of the Reverse Stock Split, the number of shares of common stock outstanding was reduced from approximately 18,325,289 shares (excluding treasury shares) as of February 8, 2023, to approximately 916,265 shares (excluding treasury shares, and subject to the rounding up of fractional shares), and the number of authorized shares of common stock remains 100 million shares. As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants (including the Series A Warrants, the Series B Warrants, the Series D Warrants and the Winx Warrants), which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2019 Long Term Incentive Plan immediately prior to the Effective Time was reduced proportionately. The number of shares of common stock issuable upon conversion of the Company’s Series C Preferred Stock and Series D Preferred Stock, as well as any applicable conversion prices, were also adjusted in proportion to the reverse split ratio of the Reverse Stock Split (subject to adjustment for fractional interests). No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share are entitled to the rounding up of the fractional share to the nearest whole number. The Reverse Stock Split was effective at 4:05 p.m., Eastern Time, on February 9, 2023, and the Company’s common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on February 10, 2023. The Company’s post-Reverse Stock Split common stock has a new CUSIP number (CUSIP No. 36151G402), but the par value and other terms of the common stock were not affected by the Reverse Stock Split. The table below sets forth the impact of the pre- and post- reverse stock split on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended June 30, 2022, and June 30, 2021; the six months ended December 31, 2022 and 2021; and the three months ended December 31, 2022 and 2021: SCHEDULE OF NET LOSS PER COMMON SHARE AND WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED FOR IMPACT OF REVERSE STOCK SPLIT PRE-SPLIT POST-SPLIT 12 Months Ended 12 Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net Loss $ (8,306,051 ) $ (7,037,286 ) $ (8,306,051 ) $ (7,037,286 ) Shares Outstanding Basic 14,665,263 10,414,886 733,263 520,744 Diluted 14,665,263 10,414,886 733,263 520,744 Loss per Share Basic $ (0.57 ) $ (0.68 ) $ (11.33 ) $ (13.51 ) Diluted $ (0.57 ) $ (0.68 ) $ (11.33 ) $ (13.51 ) PRE-SPLIT POST-SPLIT 6 Months Ended 6 Months Ended Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021 Net Loss $ (1,628,893 ) $ (4,892,650 ) $ (1,628,893 ) $ (4,892,650 ) Shares Outstanding Basic 16,527,780 14,444,324 826,389 722,216 Diluted 16,527,780 14,444,324 826,389 722,216 Loss per Share Basic $ (0.10 ) $ (0.34 ) $ (1.97 ) $ (6.77 ) Diluted $ (0.10 ) $ (0.34 ) $ (1.97 ) $ (6.77 ) PRE-SPLIT POST-SPLIT 3 Months Ended 3 Months Ended Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021 Net Loss $ (420,600 ) $ (3,459,998 ) $ (420,600 ) $ (3,459,998 ) Shares Outstanding Basic 18,165,656 14,882,522 908,283 744,126 Diluted 18,165,656 14,882,522 908,283 744,126 Loss per Share Basic $ (0.02 ) $ (0.23 ) $ (0.46 ) $ (4.65 ) Diluted $ (0.02 ) $ (0.23 ) $ (0.46 ) $ (4.65 ) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 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 December 31, 2022, are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2022, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 22, 2022 and amended on Form 10-K/A filed with the SEC on October 7, 2022 (as amended, the “2022 Form 10-K”). |
Principles of consolidation | 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 intercompany transactions and balances have been eliminated upon consolidation. |
Equity offering costs | Equity offering costs The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. |
Business combinations | Business combinations The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The allocation of the purchase price in a business combination requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expense in the consolidated statements of operations. |
Revenue recognition | Revenue recognition Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable. Financial information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating resources and evaluating financial performance. Currently, the Company has two products offerings. Accordingly, the Company has determined the following reporting segments (Refer to Note 4, Segment Information): 1) Commercially available Intelligent Fingerprinting Products (IFPG) 2) Development Stage Saliva Glucose Biosensor Platform (SGBP) Revenues are used to evaluate the performance of the Company’s segments, the progress of major initiatives and the allocation of resources. All of the Company’s revenues, are attributable to the IFPG segment during the three and six months ended December 31, 2022. There was no Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows: SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Sales of goods - cartridges $ 214,361 $ — $ 214,361 $ — Sales of goods - readers 103,188 — 103,188 — Other sales 39,130 — 39,130 — Total revenue $ 356,679 $ — $ 356,679 $ — Other income The other income mainly comprised of deferred grant income and R&D tax refund. a) Deferred grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant income liability. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met, and all milestone payment received. The total grant value of $ 4.7 2.1 no 2.6 After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $ 38,139 and $ 98,552 deferred grant income was recognized within other income during the three and six months ended December 31, 2022, respectively. Deferred grant income recognized within other income during the three and six months ended December 31, 2021 was $ 31,399 31,399 The current and the non-current classification of the deferred grant income is based on anticipated spending as included in the cash flow forecast prepared by the management. b) R&D tax refund The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized when it is probable that the amount will be recovered in full through a future claim. A total of $ 231,486 482,393 146,392 146,392 |
Development and regulatory approval expenses | Development and regulatory approval expenses Expenditures relating to research and development (“R&D”) are expensed as incurred and recorded in development and regulatory approval in the condensed consolidated statements of operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion above). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Foreign currency translation | Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the spot rate on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. Foreign currency movements resulted in a gain of $ 361,597 226,038 7,355 60,127 |
Income taxes | Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of December 31, 2022, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. |
Licensing rights | Licensing rights During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $ 976,308 On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor. In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to December 31, 2022. On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement has a term of two years 5,000,000 500,000 |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and, where applicable, other costs that have been incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. General market conditions, as well as the Company’s research activities, can cause certain of its products to become obsolete. The Company writes down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected demand. The determination of projected demand requires the use of estimates and assumptions related to projected sales for each product. These write downs can influence results from operations. |
Trade, note and other receivables | Trade, note and other receivables Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 90 days past due. Based upon the assessment of these factors, the Company recorded a bad debt provision of $ 22,918 No |
Property, Plant and Equipment (PPE) & Construction in Progress (CIP) | Property, Plant and Equipment (PPE) & Construction in Progress (CIP) In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, except land, is stated at cost net of accumulated depreciation and impairment losses, if any. Land is stated at cost less any impairment losses. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: ● Computers hardware and software – 3 ● Equipment, Furniture and fixtures – 2 4 ● Leasehold improvements – shorter of asset’s estimated useful life and the remaining term of the lease The assets’ residual values, useful lives and methods of depreciation are reviewed periodically and adjusted prospectively, if appropriate. Equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising upon de-recognition of the asset (calculated as the difference between the net disposal proceeds, if any, and the carrying value of the asset) is included in gain or loss on sale of assets in the consolidated statements of operations in the period the asset is derecognized. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. The Company evaluates its goodwill for potential impairment annually during the fourth quarter and whenever events or changes in circumstances indicate the carrying value of a reporting unit may not be recoverable. The Company’s divisions are at the operating segment level, which is the level the Company’s management conducts regular reviews of the operating results. Goodwill created by acquiring a foreign operation is converted from foreign entity’s functional currency to Company’s reporting currency using the spot rate prevailing at the reporting date. |
Intangible assets | Intangible assets Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any. The intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Amortization is recorded on a straight-line basis over their estimated useful lives. Intangible assets acquired from a foreign operation are translated from the foreign entity’s functional currency to the presentational currency based on the exchange rate at the reporting date. |
Leases | Leases The Company determines if an arrangement is a lease at its inception. Lease arrangements are comprised primarily of real estate for which the right-of-use (“ROU”) assets and the corresponding lease liabilities are presented separately on the consolidated balance sheet. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet. The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, considering publicly available data for instruments with similar characteristics. The Company accounts for the lease and non-lease components as a single lease component. |
Impairment of long-lived assets | Impairment of long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company did not recognize any impairments of long-lived assets during the three and six months ended December 31, 2022 and 2021. |
Net loss per share attributable to common shareholders (“EPS”) | Net loss per share attributable to common shareholders (“EPS”) The Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share Potentially dilutive common shares is calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies. Adopted: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options In February 2016, the FASB issued ASU No. 2016-02, Leases Pending adoption: In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses |
Concentration of credit risk | Concentration of credit risk The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme, Financial Services Compensation Scheme or the United States’ 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. |
Fair value of financial instruments | Fair value of financial instruments The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 Level 2 Level 3 Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments. The Company has elected to carry its convertible notes at fair value. |
Fair value option (“FVO”) for convertible notes | Fair value option (“FVO”) for convertible notes The Company elected the FVO for recognition of its convertible notes payable upon issuance as permitted under ASC 825, Financial Instruments. Under the FVO, the Company recognizes the convertible notes payable at fair value with changes in fair value recognized in earnings. The FVO may be applied instrument by instrument, but it is irrevocable. As a result of applying the FVO, direct costs and fees related to the convertible notes are recognized in general and administrative expense in the condensed consolidated statements of operations as incurred and not deferred. Changes in accrued interest for the notes are included in the change in fair value of convertible notes. Changes in fair value of the convertible notes are recognized as part of interest expense in the condensed consolidated statements of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES | Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows: SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Sales of goods - cartridges $ 214,361 $ — $ 214,361 $ — Sales of goods - readers 103,188 — 103,188 — Other sales 39,130 — 39,130 — Total revenue $ 356,679 $ — $ 356,679 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT | The following table sets forth the Company’s revenue and other income by segment. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 IFPG $ 356,679 $ - $ 356,679 $ - SGBP $ - - - - Total Revenue 356,679 - 356,679 - B) Other Income (Government Support Income) 2022 2021 2022 2021 Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 IFPG $ 107,557 $ - $ 107,557 $ - SGBP $ 162,068 177,791 473,388 177,791 Total Government Support Income 269,625 177,791 580,945 177,791 |
INTELLIGENT FINGERPRINTING LI_2
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Intelligent Fingerprinting Limited Acquisition | |
SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION | The table below summarizes the fair value of the consideration transferred in the acquisition: SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION Purchase consideration (pre Reverse Stock Split basis) Amount Cash $ 868,438 Common Stock - 2,963,091 0.5502 1,630,293 Series C Preferred Stock (base) - 2,363,003 0.5502 3,900,373 Series C Preferred Stock (holdback) - 500,000 0.5502 825,300 Total purchase price $ 7,224,404 |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES | The provisional allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is as follows: SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES Allocation of purchase consideration Amount Assets: Cash and cash equivalents $ 174,481 Inventory 774,625 Other current assets 345,038 Property and Equipment 52,170 Intangible assets 5,463,000 Goodwill 3,803,293 Total assets acquired 10,612,607 Liabilities: Accounts payable and accrued expenses (1,027,302 ) Notes payable (677,137 ) Convertible notes payable (1,683,764 ) Total liabilities assumed (3,388,203 ) Net assets $ 7,224,404 |
SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS | SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS Year Ended June 30, Year Ended June 30, 2022 2022 2021 2021 Reported Pro forma Reported Pro forma Revenue $ — $ 1,564,224 $ — $ 795,547 Net loss (8,333,976 ) (12,248,340 ) (7,060,201 ) (9,473,952 ) Net loss attributable to Intelligent Bio Solutions Inc. (8,306,051 ) (12,220,415 ) (7,037,286 ) (9,451,037 ) Net loss per share, basic and diluted (post Reverse Stock Split) (11.33 ) (13.51 ) (13.51 ) (14.13 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES December 31, 2022 June 30, 2022 Work-in-progress $ 643,730 $ — Finished goods 215,602 — Less: Provision for inventory obsolescence (188,364 ) — Inventory, net $ 670,968 $ — |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER CURRENT ASSETS | Other current assets consist of the following: SCHEDULE OF OTHER CURRENT ASSETS December 31, 2022 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 329,840 116,525 Goods and services tax receivable 29,752 57,746 Deposits 99,120 46,602 Other receivables 63,182 25,443 Total $ 521,894 $ 746,761 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT December 31, 2022 June 30, 2022 Production equipment $ 28,945 $ — Leasehold improvements 19,141 — Other equipment 7,422 — Construction in progress (CIP) 438,304 391,408 Gross property and equipment 493,812 391,408 Less: accumulated depreciation (9,511 ) — Property and equipment, net $ 484,301 $ 391,408 |
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS | The following table summarizes the amount of CIP recorded in property and equipment, net on the condensed consolidated balance sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS December 31, 2022 June 30, 2022 Investments in construction in progress $ 876,608 $ 782,816 Less: 50% contributed under government grant (438,304 ) (391,408 ) Carrying amount $ 438,304 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2022 June 30, 2022 Accounts and other payables $ 989,423 $ 715,902 Accruals 309,469 909,187 Deferred consideration * 481,750 — Others 74,823 — Total $ 1,855,465 $ 1,625,089 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF CARRYING AMOUNT OF GOODWILL | The changes in the carrying amount of goodwill were as follows: SCHEDULE OF CARRYING AMOUNT OF GOODWILL - Balance at June 30, 2022 $ — Acquisition of IFP 3,803,293 Effect of foreign currency 326,744 Balance at December 31, 2022 $ 4,130,037 |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Other intangible assets consist of the following as of December 31, 2022: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 5 years $ 5,119,000 $ 327,523 $ 314,729 $ 5,131,794 Customer relationships 3 years 252,000 $ 16,123 25,293 $ 242,830 Trade names and trademarks Indefinite 92,000 $ 5,886 — $ 97,886 Total intangible assets $ 5,463,000 $ 349,532 $ 340,022 $ 5,472,510 |
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS | Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter: SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS - 2023 $ 1,178,679 2024 1,178,679 2025 1,156,335 2026 1,089,305 2027 771,626 Total $ 5,374,624 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Leases | |
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES | The reconciliation of the maturities of the finance lease to the finance lease liabilities recorded in the condensed consolidated balance sheet as of December 31, 2022, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2023 $ 236,874 2024 244,904 2025 168,622 Total lease payments 650,400 Less: Imputed interest (132,248 ) Present value of lease liabilities $ 518,152 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS | The following table provides a reconciliation of the beginning and ending balance of the convertible note liabilities measured at fair value on a recurring basis during the period: SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS Convertible notes carried at fair value (Level 3) Balance at June 30, 2022 $ — Fair value of convertible notes at acquisition (Note 5) 1,683,764 Fair value gain on revaluation of convertible notes (1,267,791 ) Effect of foreign currency 107,730 Balance at December 31, 2022 $ 523,703 |
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS | The following table provides a reconciliation of the beginning and ending balance of the holdback Preferred Stock measured at fair value on a recurring basis during the period: SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS Preferred Stock carried at fair value (Level 2) Balance at June 30, 2022 $ — Fair value of holdback Series C Preferred Stock at acquisition (Note 5) 825,300 Fair value gain on revaluation of hold back Series C Preferred Stock (525,300 ) Balance at December 31, 2022 $ 300,000 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES | SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Net loss attributable to Intelligent Bio Solutions Inc. $ (420,600 ) $ (3,459,998 ) $ (1,628,893 ) $ (4,892,650 ) Basic and diluted net loss per share attributed to common shareholders $ (0.46 ) $ (4.65 ) $ (1.97 ) $ (6.77 ) Weighted-average number of shares outstanding 908,283 744,126 826,389 722,216 |
SCHEDULE OF ANTI-DILUTIVE WARRANTS | The following outstanding warrants and options were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Pre reverse stock split: Anti-dilutive warrants and preferred shares SCHEDULE OF ANTI-DILUTIVE WARRANTS Three Months Ended December 31, Six Months Ended December 31, 2022 2021 2022 2021 Warrants - Series A 1,401,377 1,401,377 1,401,377 1,401,377 Warrants - Series B 52,400 59,782 52,400 59,782 Private placement warrants (Dec 2022) 529,386 - 529,386 - Warrants issued to Winx Capital Pty Ltd 26,469 - 26,469 - Warrants issued to underwriters 63,529 63,529 63,529 63,529 Pre IPO warrants 2,736,675 2,736,675 2,736,675 2,736,675 Preferred Stock (Series C) 2,363,003 - 2,363,003 - Preferred Stock (Series D) 176,462 - 176,462 - Warrants issued to LSBD 3,000,000 3,000,000 3,000,000 3,000,000 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SCHEDULE OF NET LOSS PER COMMON SHARE AND WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED FOR IMPACT OF REVERSE STOCK SPLIT | The table below sets forth the impact of the pre- and post- reverse stock split on the Company’s net loss per common share - basic and diluted; weighted average common shares outstanding - basic and diluted; and shares issued and outstanding, for the years ended June 30, 2022, and June 30, 2021; the six months ended December 31, 2022 and 2021; and the three months ended December 31, 2022 and 2021: SCHEDULE OF NET LOSS PER COMMON SHARE AND WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED FOR IMPACT OF REVERSE STOCK SPLIT PRE-SPLIT POST-SPLIT 12 Months Ended 12 Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 Net Loss $ (8,306,051 ) $ (7,037,286 ) $ (8,306,051 ) $ (7,037,286 ) Shares Outstanding Basic 14,665,263 10,414,886 733,263 520,744 Diluted 14,665,263 10,414,886 733,263 520,744 Loss per Share Basic $ (0.57 ) $ (0.68 ) $ (11.33 ) $ (13.51 ) Diluted $ (0.57 ) $ (0.68 ) $ (11.33 ) $ (13.51 ) PRE-SPLIT POST-SPLIT 6 Months Ended 6 Months Ended Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021 Net Loss $ (1,628,893 ) $ (4,892,650 ) $ (1,628,893 ) $ (4,892,650 ) Shares Outstanding Basic 16,527,780 14,444,324 826,389 722,216 Diluted 16,527,780 14,444,324 826,389 722,216 Loss per Share Basic $ (0.10 ) $ (0.34 ) $ (1.97 ) $ (6.77 ) Diluted $ (0.10 ) $ (0.34 ) $ (1.97 ) $ (6.77 ) PRE-SPLIT POST-SPLIT 3 Months Ended 3 Months Ended Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021 Net Loss $ (420,600 ) $ (3,459,998 ) $ (420,600 ) $ (3,459,998 ) Shares Outstanding Basic 18,165,656 14,882,522 908,283 744,126 Diluted 18,165,656 14,882,522 908,283 744,126 Loss per Share Basic $ (0.02 ) $ (0.23 ) $ (0.46 ) $ (4.65 ) Diluted $ (0.02 ) $ (0.23 ) $ (0.46 ) $ (4.65 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - shares | Feb. 08, 2023 | Feb. 08, 2023 | Feb. 09, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | |||||
Common stock outstanding | 917,650 | 744,496 | |||
Common stock authorized | 100,000,000 | 100,000,000 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | the reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders. Pursuant to such authority granted by the Company’s stockholders, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:05 p.m. Eastern Time on February 9, 2023 (the “Effective Time”). | ||||
Common stock outstanding | 18,325,289 | 18,325,289 | 916,265 | ||
Common stock authorized | 100,000,000 | 100,000,000 | |||
Subsequent Event [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock outstanding | 18,325,289 | 18,325,289 | |||
Subsequent Event [Member] | Minimum [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock outstanding | 916,265 | 916,265 | |||
Subsequent Event [Member] | Stockholders [Member] | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | 1-for-2 and not more than 1-for-35 | ||||
Subsequent Event [Member] | Board Of Directors [Member] | |||||
Subsequent Event [Line Items] | |||||
Stockholders' equity, reverse stock split | 1-for-20 reverse stock split |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 21, 2022 | Oct. 06, 2022 | Oct. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Convertible preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Number of shares post-reverse stock split | 25,000 | 1,386 | 150,000 | ||||||
Initial exercise price | $ 17 | ||||||||
Number of shares post-reverse stock split, per share | $ 340 | ||||||||
Share price | $ 0.52 | $ 0.52 | $ 0.52 | ||||||
Net loss | $ 420,600 | $ 3,459,998 | $ 1,628,893 | $ 4,892,650 | |||||
Shareholders' equity | $ 10,354,391 | 10,354,391 | 10,354,391 | $ 6,624,922 | |||||
Working capital | 1,563,530 | 1,563,530 | 1,563,530 | ||||||
Accumulated deficit | 32,804,746 | 32,804,746 | 32,804,746 | $ 31,175,853 | |||||
Cash and cash equivalents | $ 2,911,682 | $ 2,911,682 | $ 2,911,682 | ||||||
Common Stock [Member] | |||||||||
Stock issued durimg the period value new issue | 2,963,091 | ||||||||
Number of shares post-reverse stock split | 26,470 | ||||||||
Convertible, shares | 529,386 | ||||||||
Securities Purchase Agreement [Member] | Series D Warrants [Member] | Winx Capital Pty Ltd [Member] | |||||||||
Number of shares post-reverse stock split | 0.15 | 0.05 | |||||||
Class of Warrant or Right, Outstanding | 26,469 | ||||||||
Initial exercise price | $ 0.52 | ||||||||
Number of shares post-reverse stock split, per share | $ 10.40 | ||||||||
Series D Preferred Stock [Member] | |||||||||
Convertible preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||
Stock issued durimg the period value new issue | 176,462 | ||||||||
Convertible preferred stock | $ 0.01 | ||||||||
Series D Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Stock issued durimg the period value new issue | 529,386 | ||||||||
Number of shares post-reverse stock split | 0.05 | ||||||||
Initial exercise price | $ 0.29 | ||||||||
Number of shares post-reverse stock split, per share | 5.80 | ||||||||
Share price | $ 1.25 | ||||||||
Winx Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Number of shares post-reverse stock split | 0.05 | ||||||||
Number of shares post-reverse stock split, per share | $ 10.40 | ||||||||
Series D Preferred Stock and Series D Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||
Number of shares post-reverse stock split | 0.15 | ||||||||
Common Stock [Member] | |||||||||
Number of shares post-reverse stock split | 26,470 |
SCHEDULE OF REVENUE SALES OF RE
SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Total revenue | $ 356,679 | $ 356,679 | ||
Sales Of Goods Cartidges [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 214,361 | 214,361 | ||
Sales Of Goods Readers [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | 103,188 | 103,188 | ||
Other Sales [Member] | ||||
Product Information [Line Items] | ||||
Total revenue | $ 39,130 | $ 39,130 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||
Total revenue | $ 356,679 | $ 356,679 | ||||||
Deferred income | $ 4,700,000 | |||||||
Grants receivable | 2,600,000 | 2,600,000 | $ 2,100,000 | |||||
Grant received | 0 | 0 | ||||||
Research and development tax refund | 231,486 | 146,392 | 482,393 | 146,392 | ||||
Foreign currency translation loss | 361,597 | 7,355 | 226,038 | 60,127 | ||||
Expenses | 1,191 | 2,641,182 | 80,465 | 2,747,981 | ||||
Accounts Receivable, Credit Loss Expense (Reversal) | 22,918 | $ 22,918 | ||||||
Computer Equipment [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment useful life | 3 years | |||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment useful life | 2 years | |||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment useful life | 4 years | |||||||
Leasehold Improvements [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property plant and equipment useful life | shorter of asset’s estimated useful life and the remaining term of the lease | |||||||
Option Agreement [Member] | Life Science Biosensor Diagnostics Pty Ltd [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Option to acquire north american region option term | 2 years | |||||||
Exercise price | $ 5,000,000 | |||||||
Expenses | $ 500,000 | |||||||
Glucose Biosensor Technology [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Purchase of license right | $ 976,308 | |||||||
Other Income [Member] | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Other Income | $ 38,139 | $ 31,399 | $ 98,552 | $ 31,399 |
SCHEDULE OF REVENUE AND OTHER I
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | ||||
Total Revenue | $ 356,679 | $ 356,679 | ||
Total Government Support Income | 269,625 | 177,791 | 580,945 | 177,791 |
Intelligent Fingerprinting Products [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total Revenue | 356,679 | 356,679 | ||
Total Government Support Income | 107,557 | 107,557 | ||
Saliva Glucose Biosensor Platform [Member] | ||||
Revenue from External Customer [Line Items] | ||||
Total Revenue | ||||
Total Government Support Income | $ 162,068 | $ 177,791 | $ 473,388 | $ 177,791 |
SCHEDULE OF FAIR VALUE OF THE C
SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION (Details) | Oct. 04, 2022 USD ($) |
Cash | $ 868,438 |
Total purchase price | 7,224,404 |
Series C Preferred Stock Base [Member] | |
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share | 3,900,373 |
Series C Preferred Stock Holdback [Member] | |
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share | 825,300 |
Common Stock [Member] | |
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share | $ 1,630,293 |
SCHEDULE OF FAIR VALUE OF THE_2
SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION (Details)(Parenthetical) - $ / shares | Oct. 04, 2022 | Dec. 31, 2022 |
Share price | $ 0.52 | |
Common Stock [Member] | ||
Stock issued during period shares new issues | 2,963,091 | |
Intelligent Fingerprinting Limited [Member] | Series C Preferred Stock Holdback [Member] | ||
Stock issued during period shares new issues | 500,000 | |
Share price | $ 0.5502 | |
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | ||
Stock issued during period shares new issues | 2,963,091 | |
Share price | $ 0.5502 | |
Intelligent Fingerprinting Limited [Member] | Series C Preferred Stock Base [Member] | ||
Stock issued during period shares new issues | 2,363,003 | |
Share price | $ 0.5502 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES (Details) - USD ($) | Dec. 31, 2022 | Oct. 04, 2022 | Jun. 30, 2022 |
Intelligent Fingerprinting Limited Acquisition | |||
Cash and cash equivalents | $ 174,481 | ||
Inventory | 774,625 | ||
Other current assets | 345,038 | ||
Property and Equipment | 52,170 | ||
Intangible assets | 5,463,000 | ||
Goodwill | $ 4,130,037 | 3,803,293 | |
Total assets acquired | 10,612,607 | ||
Accounts payable and accrued expenses | (1,027,302) | ||
Notes payable | (677,137) | ||
Convertible notes payable | (1,683,764) | ||
Total liabilities assumed | (3,388,203) | ||
Net assets | $ 7,224,404 |
SCHEDULE OF UNAUDITED PRO-FORMA
SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||
Net loss | (8,333,976) | (7,060,201) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (8,306,051) | $ (7,037,286) |
Net loss per share, basic and diluted (post Reverse Stock Split) | $ (11.33) | $ (13.51) |
Pro Forma [Member] | ||
Revenue | $ 1,564,224 | $ 795,547 |
Net loss | (12,248,340) | (9,473,952) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (12,220,415) | $ (9,451,037) |
Net loss per share, basic and diluted (post Reverse Stock Split) | $ (13.51) | $ (14.13) |
INTELLIGENT FINGERPRINTING LI_3
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 09, 2023 shares | Feb. 08, 2023 | Dec. 21, 2022 shares | Oct. 06, 2022 shares | Oct. 04, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Oct. 04, 2022 GBP (£) shares | |
Number of shares post-reverse stock split | shares | 25,000 | 1,386 | 150,000 | ||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Note receivable settled for business acquisition | $ 504,938 | ||||||||||
Proceeds from Issuance or Sale of Equity | $ 806,397 | ||||||||||
Acquired intangible assets | 5,463,000 | ||||||||||
Goodwill | $ 3,803,293 | $ 4,130,037 | 4,130,037 | ||||||||
Revenue | 356,679 | 356,679 | |||||||||
Net gain | (420,600) | (3,459,998) | (1,628,893) | (4,892,650) | |||||||
Amortization of other intangible assets | $ 340,022 | $ 0 | $ 340,022 | $ 0 | |||||||
Subsequent Event [Member] | |||||||||||
Stockholders' Equity, Reverse Stock Split | the reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders. Pursuant to such authority granted by the Company’s stockholders, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:05 p.m. Eastern Time on February 9, 2023 (the “Effective Time”). | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Stock issued during period shares new issues | shares | 2,363,003 | ||||||||||
Preferred stock par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Reserved for future issuance | shares | 1,649,273 | 1,649,273 | |||||||||
Proceeds from Issuance or Sale of Equity | $ 806,397 | ||||||||||
Convertible notes | $ 525,300 | $ 525,300 | |||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Number of shares post-reverse stock split | shares | 0.15 | ||||||||||
Stock issued during period shares acquisitions | shares | 500,000 | ||||||||||
Business combination loan receivable | $ 504,938 | ||||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | Subsequent Event [Member] | |||||||||||
Number of shares post-reverse stock split | shares | 0.15 | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-20 Reverse Stock Split | ||||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | Convertible Loan Holders [Member] | |||||||||||
Stock issued during period shares new issues | shares | 1,149,273 | ||||||||||
Common Stock [Member] | |||||||||||
Stock issued during period shares new issues | shares | 2,963,091 | ||||||||||
Number of shares post-reverse stock split | shares | 26,470 | ||||||||||
Stock issued during period shares acquisitions | shares | 2,963,090 | ||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||
Payments to Acquire Notes Receivable | $ 363,500 | ||||||||||
Acquired intangible assets | 5,463 | ||||||||||
Goodwill | 3,803,293 | ||||||||||
Revenue | 356,679 | ||||||||||
Net gain | 315,753 | ||||||||||
Amortization of other intangible assets | 340,022 | ||||||||||
Convertible notes | $ 1,267,791 | $ 1,267,791 | |||||||||
Intelligent Fingerprinting Limited [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Acquired intangible assets | $ 5,119,000 | ||||||||||
Estimated useful life | 5 years | ||||||||||
Intelligent Fingerprinting Limited [Member] | Customer Relationships [Member] | |||||||||||
Acquired intangible assets | $ 252,000 | ||||||||||
Estimated useful life | 3 years | ||||||||||
Intelligent Fingerprinting Limited [Member] | Trademarks and Trade Names [Member] | |||||||||||
Acquired intangible assets | $ 92,000 | ||||||||||
Estimated useful life | indefinite | ||||||||||
Intelligent Fingerprinting Limited [Member] | First Installment [Member] | |||||||||||
Payments to Acquire Notes Receivable | $ 181,750 | ||||||||||
Intelligent Fingerprinting Limited [Member] | Bridge Facility Agreement [Member] | |||||||||||
Note receivable settled for business acquisition | $ 504,938 | ||||||||||
Intelligent Fingerprinting Limited [Member] | Various Loan Agreement [Member] | |||||||||||
Accrued Liabilities | £ | £ 1,254,270.26 | ||||||||||
Loan bear interest percentage | 17% | 17% | |||||||||
Loan bear variable interest percentage | 22% | 22% | |||||||||
Intelligent Fingerprinting Limited [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Stock issued during period shares new issues | shares | 2,363,003 | ||||||||||
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | |||||||||||
Stock issued during period shares new issues | shares | 2,963,091 | ||||||||||
Number of shares post-reverse stock split | shares | 148,155 | ||||||||||
Share Exchange Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Preferred stock par value | $ / shares | $ 0.01 | ||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||
Equity method ownership percentage | 100% | 100% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Work-in-progress | $ 643,730 | |
Finished goods | 215,602 | |
Less: Provision for inventory obsolescence | (188,364) | |
Inventory, net | $ 670,968 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intelligent Fingerprinting Limited note receivable | $ 500,445 | |
Prepayments | 329,840 | 116,525 |
Goods and services tax receivable | 29,752 | 57,746 |
Deposits | 99,120 | 46,602 |
Other receivables | 63,182 | 25,443 |
Total | $ 521,894 | $ 746,761 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Dec. 31, 2022 | Oct. 04, 2022 | Jun. 16, 2022 |
Unsecured term loan | $ 500,000 | ||
Interest rate | 0.97% | 2% | |
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||
Business combination loan receivable | $ 504,938 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 493,812 | $ 391,408 |
Less: accumulated depreciation | (9,511) | |
Property and equipment, net | 484,301 | 391,408 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 28,945 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 19,141 | |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 7,422 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 438,304 | $ 391,408 |
SUMMARY OF AMOUNT RECORDED IN T
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Investments in construction in progress | $ 876,608 | $ 782,816 |
Less: 50% contributed under government grant | (438,304) | (391,408) |
Carrying amount | $ 438,304 | $ 391,408 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation of property and equipment | $ 9,511 | $ 0 | ||
Percentage of reimbursement on construction cost | 50% | 50% | 50% | |
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Construction in progress incurred cost | $ 49,242 | $ 93,792 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts and other payables | $ 989,423 | $ 715,902 | |
Accruals | 309,469 | 909,187 | |
Deferred consideration | [1] | 481,750 | |
Others | 74,823 | ||
Total | $ 1,855,465 | $ 1,625,089 | |
[1]The deferred consideration relates to: |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - Intelligent Fingerprinting Limited [Member] - USD ($) | 9 Months Ended | |
Oct. 04, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Payments to Acquire Notes Receivable | $ 363,500 | |
Second Installment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Payments to Acquire Notes Receivable | $ 181,750 | |
Number of shares held back, fair value | $ 300,000 | |
Number of shares held back | 500,000 |
SCHEDULE OF CARRYING AMOUNT OF
SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance at June 30, 2022 | |
Acquisition of IFP | 3,803,293 |
Effect of foreign currency | 326,744 |
Balance at December 31, 2022 | $ 4,130,037 |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | $ 5,463,000 | |
Effect of foreign currency | 349,532 | |
Accumulated amortization technology | 340,022 | |
Carrying value technology | $ 5,472,510 | |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives (years) | 5 years | |
Original cost technology | $ 5,119,000 | |
Effect of foreign currency | 327,523 | |
Accumulated amortization technology | 314,729 | |
Carrying value technology | $ 5,131,794 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives (years) | 3 years | |
Original cost technology | $ 252,000 | |
Effect of foreign currency | 16,123 | |
Accumulated amortization technology | 25,293 | |
Carrying value technology | 242,830 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | 92,000 | |
Effect of foreign currency | 5,886 | |
Accumulated amortization technology | ||
Carrying value technology | $ 97,886 | |
Weighted average useful lives (years) | Indefinite |
SCHEDULE OF EXPECTED AMORTIZATI
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 1,178,679 |
2024 | 1,178,679 |
2025 | 1,156,335 |
2026 | 1,089,305 |
2027 | 771,626 |
Total | $ 5,374,624 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of other intangible assets | $ 340,022 | $ 0 | $ 340,022 | $ 0 |
Impairment charges of goodwill and intangible assets | $ 0 | $ 0 |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - Convertible Notes Payable [Member] | 6 Months Ended |
Dec. 31, 2022 | |
Minimum [Member] | |
Short-Term Debt [Line Items] | |
Convertible notes interest rate increase | 17% |
Maximum [Member] | |
Short-Term Debt [Line Items] | |
Convertible notes interest rate increase | 22% |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 6 Months Ended | |
Dec. 31, 2022 | Jun. 16, 2022 | |
Debt Disclosure [Abstract] | ||
Interest rate, debt | 0.97% | 2% |
Gross revenue, rate | 10% | |
Subsequent sales to distributor, rate | 50% |
SCHEDULE OF MATURITIES OF THE F
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details) | Dec. 31, 2022 USD ($) |
Leases | |
2023 | $ 236,874 |
2024 | 244,904 |
2025 | 168,622 |
Total lease payments | 650,400 |
Less: Imputed interest | (132,248) |
Present value of lease liabilities | $ 518,152 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | |||
Finance lease right of use asset, amortization | $ 48,623 | $ 48,623 | |
Finance lease interest expense | $ 22,448 | $ 22,448 | |
Finance lease remaining lease, term | 2 years 8 months 12 days | 2 years 8 months 12 days | |
Finance lease, discount rate | 17% | 17% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 21, 2022 | Oct. 06, 2022 | Oct. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Convertible preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of shares post-reverse stock split | 25,000 | 1,386 | 150,000 | ||||
Initial exercise price | $ 17 | ||||||
Number of shares post-reverse stock split, per share | 340 | ||||||
Share price | 0.52 | $ 0.52 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 500,000 | ||||||
Share-Based Payment Arrangement, Noncash Expense | $ 260,000 | ||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | 27,706 | ||||||
Equity issuance costs | $ 806,397 | ||||||
Series D Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Convertible preferred stock | 0.01 | $ 0.01 | 0.01 | ||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 176,462 | ||||||
Convertible preferred stock | $ 0.01 | ||||||
Series D Warrants [Member] | Securities Purchase Agreement [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 529,386 | ||||||
Number of shares post-reverse stock split | 0.05 | ||||||
Initial exercise price | $ 0.29 | ||||||
Number of shares post-reverse stock split, per share | 5.80 | ||||||
Share price | $ 1.25 | ||||||
Series C Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 2,363,003 | ||||||
Convertible preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Equity issuance costs | $ 806,397 | ||||||
Series C Preferred Stock [Member] | One Year Anniversary [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 500,000 | ||||||
Series A Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 1,401,377 | 1,401,377 | |||||
Series B Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 52,400 | 52,400 | |||||
Series D Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 529,386 | 529,386 | |||||
Winx Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 26,469 | 26,469 | |||||
Series D Warrants [Member] | Securities Purchase Agreement [Member] | Winx Capital Pty Ltd [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Class of Warrant or Right, Outstanding | 26,469 | ||||||
Number of shares post-reverse stock split | 0.15 | 0.05 | |||||
Initial exercise price | $ 0.52 | ||||||
Number of shares post-reverse stock split, per share | $ 10.40 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 2,963,091 | ||||||
Number of shares post-reverse stock split | 26,470 | ||||||
Convertible, shares | 529,386 |
SCHEDULE OF CONVERTIBLE NOTE LI
SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value gain on revaluation of convertible notes | $ (1,267,791) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at June 30, 2022 | ||
Fair value of convertible notes at acquisition (Note 5) | 1,683,764 | |
Fair value gain on revaluation of convertible notes | (1,267,791) | |
Effect of foreign currency | 107,730 | |
Balance at December 31, 2022 | $ 523,703 |
SCHEDULE OF PREFERRED STOCK AT
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value gain on revaluation of hold back Series C Preferred Stock | $ (525,300) | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Preferred Stock carried at fair value, beginning value | ||
Fair value of holdback Series C Preferred Stock at acquisition (Note 5) | 825,300 | |
Fair value gain on revaluation of hold back Series C Preferred Stock | (525,300) | |
Preferred Stock carried at fair value, ending value | $ 300,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - shares | 6 Months Ended | 12 Months Ended | |||
Oct. 06, 2022 | Oct. 04, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | Oct. 04, 2023 | |
Number of shares post-reverse stock split | 25,000 | 1,386 | 150,000 | ||
Intelligent Fingerprinting Limited [Member] | Various Loan Agreement [Member] | |||||
Loan bear variable interest percentage | 22% | ||||
Intelligent Fingerprinting Limited [Member] | Various Loan Agreement [Member] | Forecast [Member] | |||||
Loan bear variable interest percentage | 22% | ||||
Series C Convertible Preferred Stock [Member] | |||||
Conversion, shares | 1,149,273 | ||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||
Stock issued during period shares acquisitions | 500,000 | ||||
Number of shares post-reverse stock split | 0.15 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
December 2022 Private Placement [Member] | Chief Financial Officer And Director [Member] | |||
Funds raised, rate | 15.10% | ||
December 2022 Private Placement [Member] | Sakiris [Member] | |||
Investment | $ 19,991 | ||
December 2022 Private Placement [Member] | Kostandas [Member] | |||
Investment | 13,327 | ||
Life Science Biosensor Diagnostics Pty Ltd [Member] | |||
Remaining amount payble to related party | 8,545 | $ 9,536 | |
General and Administrative Expense [Member] | |||
Total cost | $ 26,081 | $ 145,733 |
INVESTMENT IN AFFILIATE (Detail
INVESTMENT IN AFFILIATE (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Oct. 06, 2022 | Dec. 31, 2022 | Jun. 30, 2022 | May 29, 2020 | |
Common stock, shares, issued | 917,650 | 744,496 | ||
Common stock price per share | $ 0.01 | $ 0.01 | ||
Purchase of warrant | $ 3,000,000 | |||
Number of shares post-reverse stock split | 25,000 | 1,386 | 150,000 | |
Exercise price | $ 17 | |||
Number of shares post-reverse stock split, per share | $ 340 | |||
BiosensX [Member] | ||||
Common stock, shares, issued | 14,000,000 | |||
Common stock price per share | $ 0.001 | |||
Equity interest percentage | 50% | |||
Investments |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2022 | |
Purchase commitments | $ 0 | |
University Of Newcastle [Member] | ||
Research and development expense | $ 847,021 | |
Remaining payable amount | $ 847,021 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) | Dec. 31, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 30,023,714 |
Deferred tax assets | 8,149,550 |
Valuation allowance | $ 8,149,550 |
SCHEDULE OF BASIC LOSS PER COMM
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Intelligent Bio Solutions Inc. | $ (420,600) | $ (3,459,998) | $ (1,628,893) | $ (4,892,650) |
Basic and diluted net loss per share attributed to common shareholders | $ (0.46) | $ (4.65) | $ (1.97) | $ (6.77) |
Weighted-average number of shares outstanding | 908,283 | 744,126 | 826,389 | 722,216 |
SCHEDULE OF ANTI-DILUTIVE WARRA
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - Pre Reverse Split [Member] - shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants Series A [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 1,401,377 | 1,401,377 | 1,401,377 | 1,401,377 |
Warrants Series B [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 52,400 | 59,782 | 52,400 | 59,782 |
Private Placement Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 529,386 | 529,386 | ||
Winx Capital Pty Ltd [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 26,469 | 26,469 | ||
Warrants Issued To Underwriters [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 63,529 | 63,529 | 63,529 | 63,529 |
Pre I P O Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 2,736,675 | 2,736,675 | 2,736,675 | 2,736,675 |
Warrant Issued To L S B D [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants issued to LSBD | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 |
SCHEDULE OF NET LOSS PER COMMON
SCHEDULE OF NET LOSS PER COMMON SHARE AND WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED FOR IMPACT OF REVERSE STOCK SPLIT (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Net Loss | $ (420,600) | $ (3,459,998) | $ (1,628,893) | $ (4,892,650) | ||
Shares Outstanding | ||||||
Basic | 908,283 | 744,126 | 826,389 | 722,216 | ||
Loss per Share | ||||||
Basic | $ (0.46) | $ (4.65) | $ (1.97) | $ (6.77) | ||
Pre Reverse Split [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Net Loss | $ (420,600) | $ (3,459,998) | $ (1,628,893) | $ (4,892,650) | $ (8,306,051) | $ (7,037,286) |
Shares Outstanding | ||||||
Basic | 18,165,656 | 14,882,522 | 16,527,780 | 14,444,324 | 14,665,263 | 10,414,886 |
Diluted | 18,165,656 | 14,882,522 | 16,527,780 | 14,444,324 | 14,665,263 | 10,414,886 |
Loss per Share | ||||||
Basic | $ (0.02) | $ (0.23) | $ (0.10) | $ (0.34) | $ (0.57) | $ (0.68) |
Diluted | $ (0.02) | $ (0.23) | $ (0.10) | $ (0.34) | $ (0.57) | $ (0.68) |
Post Reverse Split [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Net Loss | $ (420,600) | $ (3,459,998) | $ (1,628,893) | $ (4,892,650) | $ (8,306,051) | $ (7,037,286) |
Shares Outstanding | ||||||
Basic | 908,283 | 744,126 | 826,389 | 722,216 | 733,263 | 520,744 |
Diluted | 908,283 | 744,126 | 826,389 | 722,216 | 733,263 | 520,744 |
Loss per Share | ||||||
Basic | $ (0.46) | $ (4.65) | $ (1.97) | $ (6.77) | $ (11.33) | $ (13.51) |
Diluted | $ (0.46) | $ (4.65) | $ (1.97) | $ (6.77) | $ (11.33) | $ (13.51) |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - $ / shares | Feb. 08, 2023 | Feb. 09, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Common Stock, Shares, Outstanding | 917,650 | 744,496 | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Reserve stock split | the reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders. Pursuant to such authority granted by the Company’s stockholders, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split. The Amendment was filed with the Secretary of State of the State of Delaware and the Reverse Stock Split became effective in accordance with the terms of the Amendment at 4:05 p.m. Eastern Time on February 9, 2023 (the “Effective Time”). | |||
Common stock, par value | $ 0.01 | |||
Common Stock, Shares, Outstanding | 18,325,289 | 916,265 | ||
Common Stock, Shares Authorized | 100,000,000 |