Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 $0.01 per share | |
Trading Symbol | INBS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,732,567 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,280,544 | $ 8,238,301 |
Accounts receivable, net | 296,049 | |
Inventories | 736,221 | |
Grant receivable, current portion | 1,529,882 | |
Research and development tax incentive receivable | 578,456 | 353,048 |
Other current assets | 531,824 | 746,761 |
Total current assets | 4,423,094 | 10,867,992 |
Property and equipment, net | 478,120 | 391,408 |
Finance lease right-of-use assets | 472,253 | |
Goodwill | ||
Intangible assets, net | 5,295,234 | |
Long-term grant receivable | 1,092,773 | |
TOTAL ASSETS | 10,668,701 | 12,352,173 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,598,831 | 1,625,089 |
Current portion of finance lease liabilities | 174,215 | |
Current portion of deferred grant income | 1,093,157 | 2,836,582 |
Current employee benefit liabilities | 334,227 | 201,332 |
Current portion of notes payable | 335,528 | |
Total current liabilities | 3,535,958 | 4,663,003 |
Employee benefit liabilities | 24,939 | 50,626 |
Finance lease liabilities | 320,725 | |
Long-term deferred grant income | 1,092,773 | |
Notes payable | 470,872 | |
Convertible notes payable | 389,361 | |
Total liabilities | 4,741,855 | 5,806,402 |
Commitments and contingencies (Note 18) | ||
Shareholders’ equity: | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 1,685,467 and 744,496 shares issued and outstanding at March 31, 2023 and June 30, 2022, respectively | 16,855 | 7,445 |
Treasury stock, at cost, 1,386 and 0 shares as of March 31, 2023 and June 30, 2022, respectively | (14) | |
Additional paid-in capital | 45,772,664 | 38,581,465 |
Accumulated deficit | (39,148,652) | (31,175,853) |
Accumulated other comprehensive loss | (639,884) | (788,135) |
Total consolidated Intelligent Bio Solutions Inc. equity | 6,026,364 | 6,624,922 |
Non-controlling interest | (99,518) | (79,151) |
Total shareholders’ equity | 5,926,846 | 6,545,771 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 10,668,701 | 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 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | 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 | 1,685,467 | 744,496 |
Common stock, shares outstanding | 1,685,467 | 744,496 |
Treasury stock shares | 1,386 | 0 |
Series C Preferred Stock [Member] | ||
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, 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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 457,058 | $ 813,737 | ||
Cost of revenue | (424,009) | (536,644) | ||
Gross profit | 33,049 | 277,093 | ||
Other income: | ||||
Government support income | 117,680 | 192,500 | 698,625 | 370,291 |
Operating expenses: | ||||
Selling, general and administrative expenses | (1,898,754) | (1,122,004) | (5,594,461) | (3,457,768) |
Development and regulatory approval expenses | (299,898) | (413,325) | (380,363) | (3,161,306) |
Depreciation and amortization | (398,986) | (797,142) | ||
Goodwill impairment | (4,096,490) | (4,096,490) | ||
Total operating expenses | (6,694,128) | (1,535,329) | (10,868,456) | (6,619,074) |
Loss from operations | (6,543,399) | (1,342,829) | (9,892,738) | (6,248,783) |
Other income (expense): | ||||
Interest expense | (86,125) | (4,217) | (163,957) | (4,892) |
Realized foreign exchange income (loss) | 7,212 | 10 | (8,936) | (3,094) |
Fair value movements through profit and loss | 269,787 | 2,062,878 | ||
Interest income | 508 | 2,903 | 9,587 | 10,973 |
Total other income (expense) | 191,382 | (1,304) | 1,899,572 | 2,987 |
Loss before income taxes | (6,352,017) | (1,344,133) | (7,993,166) | (6,245,796) |
Income taxes | ||||
Net loss | (6,352,017) | (1,344,133) | (7,993,166) | (6,245,796) |
Net loss attributable to non-controlling interest | (8,111) | (8,887) | (20,367) | (17,900) |
Net loss attributable to Intelligent Bio Solutions Inc. | (6,343,906) | (1,335,246) | (7,972,799) | (6,227,896) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation (loss) income | (77,787) | 2,793 | 148,251 | (57,334) |
Total other comprehensive (loss) income | (77,787) | 2,793 | 148,251 | (57,334) |
Comprehensive loss | (6,429,804) | (1,341,340) | (7,844,915) | (6,303,130) |
Comprehensive loss attributable to non-controlling interest | (8,111) | (8,887) | (20,367) | (17,900) |
Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ (6,421,693) | $ (1,332,453) | $ (7,824,548) | $ (6,285,230) |
Net loss per share, basic and diluted | $ (5.72) | $ (1.79) | $ (8.67) | $ (8.54) |
Weighted average shares outstanding, basic and diluted | 1,108,672 | 744,495 | 919,545 | 729,533 |
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, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total | |
Balance 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 income | (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 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 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 income | (57,334) | ||||||||
Net loss | (6,245,796) | ||||||||
Balance at Mar. 31, 2022 | $ 7,445 | 38,581,465 | (29,097,699) | (718,594) | (69,126) | 8,703,491 | |||
Balance, shares at Mar. 31, 2022 | 744,495 | ||||||||
Balance 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 income | 7,355 | 7,355 | |||||||
Net loss | (3,459,998) | (3,825) | (3,463,823) | ||||||
Balance 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 | ||||||||
Foreign currency translation income | 2,793 | 2,793 | |||||||
Net loss | (1,335,246) | (8,887) | (1,344,133) | ||||||
Series B warrants exercised to purchase common shares | 4 | (4) | |||||||
Balance at Mar. 31, 2022 | $ 7,445 | 38,581,465 | (29,097,699) | (718,594) | (69,126) | 8,703,491 | |||
Balance, shares at Mar. 31, 2022 | 744,495 | ||||||||
Balance at Jun. 30, 2022 | $ 7,445 | 38,581,465 | (31,175,853) | (788,135) | (79,151) | 6,545,771 | |||
Balance, shares at Jun. 30, 2022 | 744,495 | ||||||||
Foreign currency translation income | (135,559) | (135,559) | |||||||
Net loss | (1,208,293) | (5,785) | (1,214,078) | ||||||
Balance 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 | 744,495 | ||||||||
Balance at Jun. 30, 2022 | $ 7,445 | 38,581,465 | (31,175,853) | (788,135) | (79,151) | 6,545,771 | |||
Balance, shares at Jun. 30, 2022 | 744,495 | ||||||||
Foreign currency translation income | 148,251 | ||||||||
Net loss | (7,993,166) | ||||||||
Balance at Mar. 31, 2023 | $ 25,395 | $ 16,855 | $ (14) | 45,772,664 | (39,148,652) | (639,884) | (99,518) | 5,926,846 | |
Balance, shares at Mar. 31, 2023 | 2,539,465 | 1,685,467 | (1,386) | ||||||
Balance 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 | 744,495 | ||||||||
Foreign currency translation income | 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 | $ 1,482 | 4,699,158 | 4,724,270 | |||||
Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs, shares | 2,363,003 | 148,155 | |||||||
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 | $ 250 | 259,750 | 260,000 | ||||||
Stock awards issued to employees, shares | 25,000 | ||||||||
Payment of tax withholding for employee stock awards | $ (14) | (14,393) | (14,407) | ||||||
Payment of tax withholding for employee stock awards, shares | (1,386) | ||||||||
Balance at Dec. 31, 2022 | $ 25,395 | $ 9,177 | $ (14) | 43,686,675 | (32,804,746) | (562,097) | (91,407) | 10,262,983 | |
Balance, shares at Dec. 31, 2022 | 2,539,465 | 917,650 | (1,386) | ||||||
Foreign currency translation income | (77,787) | (77,787) | |||||||
Net loss | (6,343,906) | (8,111) | (6,352,017) | ||||||
Reverse stock split rounding adjustment | $ 112 | (112) | |||||||
Reverse stock split rounding adjustment, shares | 11,250 | ||||||||
Issuance of common stock and warrants, net of issuance costs | $ 6,550 | 2,087,117 | 2,093,667 | ||||||
Issuance of common stock and warrants, net of issuance costs, shares | 654,990 | ||||||||
Issuanceof common stock upon cashless exercise of warrants | $ 1,016 | (1,016) | |||||||
Issuanceof common stock upon cashless exercise of warrants, shares | 101,577 | ||||||||
Balance at Mar. 31, 2023 | $ 25,395 | $ 16,855 | $ (14) | $ 45,772,664 | $ (39,148,652) | $ (639,884) | $ (99,518) | $ 5,926,846 | |
Balance, shares at Mar. 31, 2023 | 2,539,465 | 1,685,467 | (1,386) | ||||||
[1]Include adjustments for effect of reverse stock split |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (7,993,166) | $ (6,245,796) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 702,487 | |
Depreciation on leased assets | 94,171 | |
Non-cash loss on foreign currency translation, net | 8,936 | 3,094 |
Provision for inventory write-off | 186,834 | |
Goodwill impairment | 4,096,490 | |
Share-based compensation | 260,000 | |
Non-cash research and development charge | 2,600,000 | |
Non-cash refund of R&D expenditure claims | (125,128) | (177,035) |
Fair value gain on revaluation of convertible notes | (1,455,078) | |
Fair value gain on revaluation of holdback Series C Preferred Stock | (607,800) | |
Non-cash other operating activities | (121,254) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (296,049) | |
Inventories | (74,866) | |
Grant receivable/deferred grant income | (213,543) | 1,828,891 |
Research and development tax incentive receivable | (225,408) | 843,857 |
Other current assets | (187,273) | 146,854 |
Accounts and other payables | (937,960) | (514,896) |
Accounts payable - related party | (13,323) | |
Other long-term liabilities | (25,687) | 14,779 |
Net cash used in operating activities | (6,793,040) | (1,634,829) |
Cash flows from investing activities: | ||
Cash acquired from business acquisition | 174,481 | |
Cash payment for business acquisition | (181,750) | |
Amount invested on capital work in progress | (505,123) | (177,208) |
Net cash used in investing activities | (512,392) | (177,208) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and warrants | 2,554,463 | |
Proceeds from issuance of preferred stock | 220,578 | |
Payment of equity issuance costs - others | (464,727) | |
Payment of equity issuance costs relating to acquisition of IFP | (806,397) | |
Payment of tax withholding for employee stock awards | (14,407) | |
Payment of finance lease liabilities | (100,297) | |
Net cash provided by financing activities | 1,389,213 | |
Effect of foreign exchange rates on cash and cash equivalents | (41,538) | (5,559) |
Decrease in cash and cash equivalents | (5,957,757) | (1,817,596) |
Cash and cash equivalents, beginning of period | 8,238,301 | 12,573,685 |
Cash and cash equivalents, end of period | 2,280,544 | 10,756,089 |
Non-cash investing and financing activities | ||
Shares issued for business acquisition | 5,530,667 | |
Note receivable settled for business acquisition | 504,938 | |
Deferred consideration payable for business acquisition | 399,250 | |
Equity issuance costs in accounts payable and accrued expenses | 54,187 | |
Conversion of preferred shares into common shares | $ 13,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 9 Months Ended |
Mar. 31, 2023 | |
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 medical technology company delivering intelligent, rapid, non-invasive testing solutions 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 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 of the Company’s common stock. The Reverse Stock Split was effective at 4:05 p.m., Eastern Time, on February 9, 2023, at which time every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who were otherwise entitled to receive a fractional share instead received one whole share in lieu of a fractional share. The par value of the Company’s common stock and the number of authorized shares of the common stock were not affected by the Reverse Stock Split. 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 Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on the Nasdaq Capital Market. 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; and all amounts relating to our common stock in connection with the conversion or exercise of our preferred stock and warrants (including with regard to conversion prices and exercise prices) have been adjusted to reflect the 1-for-20 Reverse Stock Split. |
LIQUIDITY
LIQUIDITY | 9 Months Ended |
Mar. 31, 2023 | |
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 March 8, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “March 2023 Offering”) of shares of the Company’s Common Stock (the “March Shares”) and warrants to purchase shares of Common Stock (the “March Warrants”). Each of the March Shares was sold in combination with an accompanying one-third Warrant. The combined purchase price for each March Share and accompanying March Warrant was $ 3.90 569,560 170,868 85,430 25,629 The March 2023 Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April 8, 2022. The gross proceeds, before deducting underwriting discounts and commissions and other March 2023 Offering expenses, was approximately $ 2.55 32,750 4.875 3.90 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 0.15 529,386 0.05 26,469 0.05 5.80 10.40 1.25 26,464 26,478 1,324 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 $ 6,343,906 7,972,799 1,335,246 6,227,896 5,926,846 887,136 39,148,652 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 March 31, 2023, of $ 2,280,544 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 | 9 Months Ended |
Mar. 31, 2023 | |
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 nine months ended March 31, 2023, 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, and March 6, 2023 (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. Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss The Company previously included $ 123,800 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 selling, 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 nine months ended March 31, 2023. There were 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 2023 2022 2023 2022 2021 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 2021 Sales of goods - cartridges $ 252,682 $ — $ 467,043 $ — $ — Sales of goods - readers 134,366 — 237,554 — — Other sales 70,010 — 109,140 — — Total revenue $ 457,058 $ — $ 813,737 $ — $ — Other income The other income mainly comprised of grant income and R&D tax refund. a) 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 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 million was recognized as both a grant receivable and deferred grant income on the grant effective date. The grant receivable was reduced by $ 2.1 million for payments received during the year ended June 30, 2022 ( no payments were received during the three or nine months ended March 31, 2023). The project has been delayed due to global shortages of semiconductors that are used in manufacturing equipment and global supply chain disruption due to covid in the preceding year. The Company has only completed 4 of the 8 milestones in the grant agreement. As of March 31, 2023, there is uncertainty regarding the potential extension of the grant agreement past its original end of March 28, 2024. Therefore, management concluded that there is no reasonable assurance that the grant receivable recognized will be received. Accordingly, during the three months ended March 31, 2023, the Company reversed $2.5 million of the grant receivable and corresponding $2.5 million of the deferred income liability in accordance with IAS 20. 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 $ 26,576 125,128 147,865 179,264 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 $ 91,104 573,497 35,206 181,598 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 loss of $ 77,787 148,251 2,793 57,334 Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of March 31, 2023, 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 March 31, 2023. 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 had 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 write-back of $ 22,918 nil No Property, Plant and Equipment (PPE) & Construction in Progress (CIP) In accordance with the ASC 360, Property, Plant, and Equipment ● 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. Impairment of Long-lived Assets and Goodwill Long-lived assets consist of property and equipment, right-of-use assets and other intangible assets. We assess impairment of assets groups, including intangible assets at least annually or more frequently if there are any indicators for impairment. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. We perform an annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors, such as general economic conditions, market capitalization, the Company’s outlook, market performance and forecasted financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is not necessary. If an impairment test is necessary, we estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will record an impairment charge equal to the excess of the carrying value over the related fair value of the reporting unit. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. During the three months ended March 31, 2023, the Company’s market capitalization significantly declined. Furthermore, a s a result of macroeconomic factors and recurring cash burn of the reporting unit and continuous cash support from the parent entity, the Company tested the recoverability of its goodwill as of March 31, 2023. mpairment test on goodwill using a discounted cash flow analysis, which determined the carrying value of our reporting unit exceeded its fair value. As a result, we recognized goodwill impairment of $ 4.1 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. The management plans to assess the recoverability of intangible assets through a detailed analysis of the asset’s useful life, market value, impairment indicators, and potential technological changes at the June 2023 year end. During the three-month period ended March 31, 2023, in response to market and performance conditions, the Company tested the recoverability of its intangible assets. Utilizing the undiscounted cash flows, the Company performed a quantitative impairment test on amortizable intangible assets and concluded that the amortizable intangible assets were not impaired at March 31, 2023. Utilizing the discounted cash flows, the Company performed a quantitative impairment test on indefinite lived intangible assets and concluded that these intangible assets were not impaired at March 31, 2023. 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 including defined lived intangible 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 including defined lived intangible assets during the three and nine months ended March 31, 2023 and 2022. 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 are 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 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 IFPG $ 457,058 $ — $ 813,737 $ — SGBP — — — — Total Revenue $ 457,058 $ — $ 813,737 $ — B) Other Income (Government Support Income) 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 IFPG $ 49,267 $ — $ 156,824 $ — SGBP 68,413 192,500 541,801 370,291 Total Government Support Income $ 117,680 $ 192,500 $ 698,625 $ 370,291 |
INTELLIGENT FINGERPRINTING LIMI
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | 9 Months Ended |
Mar. 31, 2023 | |
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 (pre-Reverse Stock Split basis): SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION Purchase consideration 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 IFP 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 IFP Sellers upon the closing of the IFP Acquisition (the “IFP Closing”) an aggregate number of 148,183 shares of the Company’s common stock, and (ii) 2,363,003 shares of the Company’s Series C Convertible Preferred Stock, par value $ 0.01 per share (the “Series C Preferred Stock”). Up to an additional 1,649,273 500,000 1,149,273 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 Business Combinations The Company entered into various loan agreements in the aggregate amount of £ 1,254,270 17 22 Each share of Series C Preferred Stock (other than the IFP Lender Preferred Shares) would automatically convert into common stock upon approval of the Company’s stockholders of the conversion of Series C Preferred Stock into common stock, and each IFP Lender Preferred Share would convert into common stock at the option of the applicable holder of such IFP Lender Preferred Shares following approval of the Company’s stockholders of the conversion of Series C Preferred Stock into common stock. In the event Company stockholder approval is not received, the convertible notes and accrued interest would remain outstanding. The number of shares of common stock into which the Series C Preferred Stock is convertible is subject to adjustment in the case of any stock dividend, stock split, combinations, or other similar recapitalization with respect to the common stock. 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 effective on February 9, 2023, each share of Series C Preferred Stock is convertible into 0.15 shares of common stock. The loan receivable from IFP of $504,938 as of October 4, 2022, was treated as a cash consideration in accordance with ASC 805 Business Combinations. See Note 21 for further information and disclosures relating to the conversion of the Series C Preferred Stock. The cash purchase consideration includes $ 504,938 363,500 181,750 181,750 The Company incurred $ 806,397 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 $ 5,463,000 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 from IFP were remeasured at March 31, 2023 using the applicable spot rate. From the closing date of the IFP Acquisition through March 31, 2023, the Company recognized approximately $ 813,737 4,336,191 4,096,490 697,684 1,455,078 607,800 Pro-Forma Results of Operations The following unaudited pro-forma consolidated results of operations for the three months ended March 31, 2022, nine months ended March 31, 2023, and March 31, 2022, respectively, have been prepared as if the acquisition of IFP had occurred on July 1, 2021, and includes adjustments for amortization related to the valuation of acquired intangibles: SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS 2022 2022 2023 2023 2022 2022 Three Months Ended March 31 Nine Months Ended March 31 2022 2022 2023 2023 2022 2022 As Reported Pro Forma As Reported Pro Forma As Reported Pro Forma Revenue $ - $ 370,687 $ 813,737 $ 1,161,223 $ - $ 996,937 Net loss $ (1,344,133 ) $ (797,885 ) $ (7,993,166 ) $ (9,234,721 ) $ (6,245,796 ) $ (9,455,693 ) Net loss attributable to Intelligent Bio Solutions Inc. $ (1,335,246 ) $ (797,885 ) $ (7,972,799 ) $ (9,214,354 ) $ (6,227,896 ) $ (9,437,795 ) Net loss per share, basic and diluted $ (1.80 ) $ (0.89 ) $ (8.67 ) $ (8.67 ) $ (8.60 ) $ (10.75 ) |
INVENTORIES
INVENTORIES | 9 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES March 31, 2023 June 30, 2022 Work-in-progress $ 551,897 $ — Finished goods 378,174 — Less: provision for inventory obsolescence (193,850 ) — Inventory, net $ 736,221 $ — |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 390,527 116,525 Goods and services tax receivable 40,044 57,746 Deposits 101,253 46,602 Other receivables — 25,443 Total $ 531,824 $ 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 Business Combinations |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Production equipment $ 29,788 $ — Leasehold improvements 19,698 — Other equipment 7,638 — Construction in progress (CIP) 436,913 391,408 Gross property and equipment 494,037 391,408 Less: accumulated depreciation (15,917 ) Property and equipment, net $ 478,120 $ 391,408 The Company recorded an expense of $ 6,406 15,917 no During the three and nine months ended March 31, 2023, the Company incurred a cost of $ 5,368 91,010 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 March 31, 2023 June 30, 2022 Investments in construction in progress $ 873,826 $ 782,816 Less: 50% contributed under government grant (436,913 ) (391,408 ) Gross property and equipment $ 436,913 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Accounts and other payables $ 458,410 $ 715,902 Accruals 385,724 909,187 Deferred consideration * 399,250 — Other 355,447 — Total $ 1,598,831 $ 1,625,089 * The deferred consideration relates to: a) the second payment of $ 181,750 b) the fair value of $ 217,500 500,000 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill During the three months ended March 31, 2023, the Company’s market capitalization significantly declined and recurring cash burn of the reporting unit and continuous cash support from the parent entity 4.1 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 Impairment (4,096,490 ) Effect of foreign currency (33,547 ) Balance at March 31, 2023 $ — 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 March 31, 2023: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted Acquisition Effect of Accumulated Carrying Technology 5 years $ 5,119,000 $ 486,135 $ 634,510 $ 4,970,625 Customer relationships 3 years 252,000 23,932 52,060 223,872 Trade names and trademarks Indefinite 92,000 8,737 — 100,737 Total intangible assets $ 5,463,000 $ 518,804 $ 686,570 $ 5,295,234 Expense related to the amortization of other intangible assets for the three and nine months ended March 31, 2023, was $ 346,548 686,570 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 $ 895,599 2024 1,194,132 2025 1,171,745 2026 1,104,583 2027 828,438 Total $ 5,194,497 There were no |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Mar. 31, 2023 | |
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 Series C Preferred Stock that are convertible into common stock (as set forth in the Share Exchange Agreement) following approval by the Company’s stockholders of the Company Stockholder Approval Matters. See Note 21 for further information and disclosures relating to the conversion of the Series C Preferred Stock. 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 | 9 Months Ended |
Mar. 31, 2023 | |
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 | 9 Months Ended |
Mar. 31, 2023 | |
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. The components of finance lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Depreciation of finance lease right-of-use assets $ 45,548 $ — $ 94,171 $ — Interest on finance lease liabilities 23,712 — 46,160 — Total finance lease costs $ 69,260 $ — $ 140,331 $ — As of March 31, 2023, the remaining lease-term and discount rate on the Company’s lease was 2.4 17% The reconciliation of the maturities of the finance lease to the finance lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2023 $ 245,322 2024 255,135 2025 108,457 Total lease payments 608,914 Less: imputed interest (113,974 ) Present value of lease liabilities $ 494,940 Lease payments in the table above exclude $ 137,780 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 14. SHAREHOLDERS’ EQUITY As of March 31, 2023 there were March Warrants (defined below) to purchase 69,291 70,068 2,620 3,177 136,834 150,000 26,478 1,324 32,750 On March 8, 2023, the Company entered into the Underwriting Agreement with Ladenburg Thalmann & Co. Inc., as representative (the Representative) of the underwriters named therein, relating to the March 2023 Offering of shares of the Company’s Common Stock (the March Shares) and warrants to purchase shares of Common Stock (the March Warrants). Each of the March Shares was sold in combination with an accompanying one-third Warrant. The combined purchase price for each March Share and accompanying March Warrant was $ 3.90 569,560 170,868 85,430 25,629 The March 2023 Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April 8, 2022. The gross proceeds, before deducting underwriting discounts and commissions and other March 2023 Offering expenses, was approximately $ 2.55 32,750 4.875 3.90 On December 21, 2022, the Company entered into a December 2022 Purchase Agreement with 14 Series D Investors, pursuant to which the Company agreed to issue and sell to the Series D Investors in the December 2022 Private Placement (i) 176,462 shares of Series D Preferred Stock, with each share of Series D Preferred Stock convertible into 0.15 529,386 0.05 26,469 0.05 5.80 10.40 1.25 26,464 26,478 1,324 On October 6, 2022, the Company granted its employees 25,000 260,000 1,386 On October 4, 2022, the Company issued 148,183 2,363,003 806,397 500,000 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 | 9 Months Ended |
Mar. 31, 2023 | |
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 and elected to account for the convertible notes under the FVO. The Company estimated the fair value of the convertible notes based on the fair value of the maximum shares issuable upon conversion ( 1,149,273 22 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 interest incurred from the date of acquisition until March 31, 2023, are included as part of Interest expense in the condensed Consolidated Statements of Operations. None of the change in the value of the convertible notes was attributable to instrument specific credit risk. 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 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 Fair value gain on revaluation of convertible notes (204,207 ) Effect of foreign currency 69,865 Balance at March 31, 2023 $ 389,361 Balance $ 389,361 The Company has held back 500,000 0.15 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 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 holdback Series C Preferred Stock (525,300 ) Balance at December 31, 2022 300,000 Fair value gain on revaluation of holdback Series C Preferred Stock (82,500 ) Balance at March 31, 2023 $ 217,500 The Company did not have assets or liabilities carried at fair value using Level 1 inputs during the three and nine months ended March 31, 2023 and 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Mar. 31, 2023 | |
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 during the period July 1, 2022, to March 31, 2023: ● The Company incurred a total cost of $ nil during the three and nine months ended March 31, 2023 (three and nine months ended March 31, 2022: $ nil and $ 145,733 ), towards overhead cost reimbursement which includes salaries, rents and other related overheads directly attributable to the Company which are included in selling, general and administration expenses in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss. ● As of March 31, 2023, $ 8,821 (March 31, 2022: $ 9,833 ) remains payable to LSBD in relation to overhead reimbursements detailed above. December 2022 Private Placement Approximately 15.10 19,991 13,327 |
INVESTMENT IN AFFILIATE
INVESTMENT IN AFFILIATE | 9 Months Ended |
Mar. 31, 2023 | |
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 150,000 340 The carrying amount of investments in BiosensX (North America) Inc. was $ nil |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Mar. 31, 2023 | |
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 | 9 Months Ended |
Mar. 31, 2023 | |
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 $ 41,464,331 which are derived from its operations in Australia, the UK and the US and are available to reduce future taxable income. Such loss carry forwards may be carried forward indefinitely, subject to compliance with tests of continuity and additional rules. The net operating loss carried forward gives rise to a deferred tax asset of approximately $ 7,596,042 after offsetting associated deferred tax liabilities. However, the Company has determined that a valuation allowance of $ 7,596,042 against such deferred tax asset is necessary, as it cannot be determined that the losses carried forward will be utilized. |
LOSS PER SHARE
LOSS PER SHARE | 9 Months Ended |
Mar. 31, 2023 | |
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. 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 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net loss attributable to Intelligent Bio Solutions Inc. $ (6,343,906 ) $ (1,335,246 ) $ (7,972,799 ) $ (6,227,896 ) Basic and diluted net loss per share attributed to common shareholders $ (5.72 ) $ (1.79 ) $ (8.67 ) $ (8.54 ) Weighted-average number of shares outstanding 1,108,672 744,495 919,545 729,533 The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Anti-dilutive warrants and preferred shares - Common Stock Equivalent SCHEDULE OF ANTI-DILUTIVE WARRANTS 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Preferred Stock - Series C 354,432 - 354,432 - Preferred Stock - Series D 26,464 - 26,464 - Warrants - Common stock (March 23 public raise) 69,291 - 69,291 - Warrants - Series A 70,068 70,068 70,068 70,068 Warrants - Series B 2,620 2,620 2,620 2,620 Private placement warrants (Dec 2022) 26,478 - 26,478 - Warrants issued to Winx Capital Pty Ltd 1,324 - 1,324 - Warrants issued to underwriters (IPO) 3,177 3,177 3,177 3,177 Warrants issued to underwriters (March 23 public raise) 32,750 - 32,750 - Pre IPO warrants 136,834 136,834 136,834 136,834 Warrants issued to LSBD 150,000 150,000 150,000 150,000 Anti-dilutive warrants and preferred shares 150,000 150,000 150,000 150,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 21. SUBSEQUENT EVENTS The Company made the second payment of $ 181,750 At the special meeting of the Company’s stockholders held on May 8, 2023 (the “Special Meeting”), the stockholders of the Company approved, (a) for purposes of complying with Nasdaq Listing Rule 5635, the full conversion of Series C Preferred Stock issued by the Company pursuant to the terms of a Share Exchange Agreement, dated as of October 4, 2022, and the issuance of shares of Common Stock in connection with such conversion (the “Series C Conversion Approval”); and (b) the full conversion of Series D Preferred Stock, issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated as of December 21, 2022, and the issuance of shares of Common Stock in connection with such conversion (the “Series D Conversion Approval”). As of May 9, 2023, pursuant to the Series C Conversion Approval and the terms of the Share Exchange Agreement, the convertible notes to which the Company is a guarantor as a result of the IFP Acquisition, with an outstanding balance of £ 1,360,761 1,149,273 1,254,270 Upon conversion of the convertible notes into shares of Series C Preferred Stock, there will be 3,512,277 526,818 176,462 26,464 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
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 nine months ended March 31, 2023, 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, and March 6, 2023 (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. |
Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss | Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss The Company previously included $ 123,800 |
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 selling, 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 nine months ended March 31, 2023. There were 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 2023 2022 2023 2022 2021 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 2021 Sales of goods - cartridges $ 252,682 $ — $ 467,043 $ — $ — Sales of goods - readers 134,366 — 237,554 — — Other sales 70,010 — 109,140 — — Total revenue $ 457,058 $ — $ 813,737 $ — $ — Other income The other income mainly comprised of grant income and R&D tax refund. a) 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 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 million was recognized as both a grant receivable and deferred grant income on the grant effective date. The grant receivable was reduced by $ 2.1 million for payments received during the year ended June 30, 2022 ( no payments were received during the three or nine months ended March 31, 2023). The project has been delayed due to global shortages of semiconductors that are used in manufacturing equipment and global supply chain disruption due to covid in the preceding year. The Company has only completed 4 of the 8 milestones in the grant agreement. As of March 31, 2023, there is uncertainty regarding the potential extension of the grant agreement past its original end of March 28, 2024. Therefore, management concluded that there is no reasonable assurance that the grant receivable recognized will be received. Accordingly, during the three months ended March 31, 2023, the Company reversed $2.5 million of the grant receivable and corresponding $2.5 million of the deferred income liability in accordance with IAS 20. 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 $ 26,576 125,128 147,865 179,264 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 $ 91,104 573,497 35,206 181,598 |
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 loss of $ 77,787 148,251 2,793 57,334 |
Income taxes | Income taxes In accordance with the provisions of FASB ASC 740, Income Taxes As of March 31, 2023, 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 March 31, 2023. 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 had 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 write-back of $ 22,918 nil 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 ● 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. |
Impairment of Long-lived Assets and Goodwill | Impairment of Long-lived Assets and Goodwill Long-lived assets consist of property and equipment, right-of-use assets and other intangible assets. We assess impairment of assets groups, including intangible assets at least annually or more frequently if there are any indicators for impairment. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. We perform an annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors, such as general economic conditions, market capitalization, the Company’s outlook, market performance and forecasted financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is not necessary. If an impairment test is necessary, we estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will record an impairment charge equal to the excess of the carrying value over the related fair value of the reporting unit. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary. During the three months ended March 31, 2023, the Company’s market capitalization significantly declined. Furthermore, a s a result of macroeconomic factors and recurring cash burn of the reporting unit and continuous cash support from the parent entity, the Company tested the recoverability of its goodwill as of March 31, 2023. mpairment test on goodwill using a discounted cash flow analysis, which determined the carrying value of our reporting unit exceeded its fair value. As a result, we recognized goodwill impairment of $ 4.1 |
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. The management plans to assess the recoverability of intangible assets through a detailed analysis of the asset’s useful life, market value, impairment indicators, and potential technological changes at the June 2023 year end. During the three-month period ended March 31, 2023, in response to market and performance conditions, the Company tested the recoverability of its intangible assets. Utilizing the undiscounted cash flows, the Company performed a quantitative impairment test on amortizable intangible assets and concluded that the amortizable intangible assets were not impaired at March 31, 2023. Utilizing the discounted cash flows, the Company performed a quantitative impairment test on indefinite lived intangible assets and concluded that these intangible assets were not impaired at March 31, 2023. |
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 including defined lived intangible 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 including defined lived intangible assets during the three and nine months ended March 31, 2023 and 2022. |
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 are 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 2023 2022 2021 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 2021 Sales of goods - cartridges $ 252,682 $ — $ 467,043 $ — $ — Sales of goods - readers 134,366 — 237,554 — — Other sales 70,010 — 109,140 — — Total revenue $ 457,058 $ — $ 813,737 $ — $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 IFPG $ 457,058 $ — $ 813,737 $ — SGBP — — — — Total Revenue $ 457,058 $ — $ 813,737 $ — B) Other Income (Government Support Income) 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 IFPG $ 49,267 $ — $ 156,824 $ — SGBP 68,413 192,500 541,801 370,291 Total Government Support Income $ 117,680 $ 192,500 $ 698,625 $ 370,291 |
INTELLIGENT FINGERPRINTING LI_2
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 (pre-Reverse Stock Split basis): SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION Purchase consideration 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 | The following unaudited pro-forma consolidated results of operations for the three months ended March 31, 2022, nine months ended March 31, 2023, and March 31, 2022, respectively, have been prepared as if the acquisition of IFP had occurred on July 1, 2021, and includes adjustments for amortization related to the valuation of acquired intangibles: SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS 2022 2022 2023 2023 2022 2022 Three Months Ended March 31 Nine Months Ended March 31 2022 2022 2023 2023 2022 2022 As Reported Pro Forma As Reported Pro Forma As Reported Pro Forma Revenue $ - $ 370,687 $ 813,737 $ 1,161,223 $ - $ 996,937 Net loss $ (1,344,133 ) $ (797,885 ) $ (7,993,166 ) $ (9,234,721 ) $ (6,245,796 ) $ (9,455,693 ) Net loss attributable to Intelligent Bio Solutions Inc. $ (1,335,246 ) $ (797,885 ) $ (7,972,799 ) $ (9,214,354 ) $ (6,227,896 ) $ (9,437,795 ) Net loss per share, basic and diluted $ (1.80 ) $ (0.89 ) $ (8.67 ) $ (8.67 ) $ (8.60 ) $ (10.75 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES March 31, 2023 June 30, 2022 Work-in-progress $ 551,897 $ — Finished goods 378,174 — Less: provision for inventory obsolescence (193,850 ) — Inventory, net $ 736,221 $ — |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 390,527 116,525 Goods and services tax receivable 40,044 57,746 Deposits 101,253 46,602 Other receivables — 25,443 Total $ 531,824 $ 746,761 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT March 31, 2023 June 30, 2022 Production equipment $ 29,788 $ — Leasehold improvements 19,698 — Other equipment 7,638 — Construction in progress (CIP) 436,913 391,408 Gross property and equipment 494,037 391,408 Less: accumulated depreciation (15,917 ) Property and equipment, net $ 478,120 $ 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 March 31, 2023 June 30, 2022 Investments in construction in progress $ 873,826 $ 782,816 Less: 50% contributed under government grant (436,913 ) (391,408 ) Gross property and equipment $ 436,913 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 June 30, 2022 Accounts and other payables $ 458,410 $ 715,902 Accruals 385,724 909,187 Deferred consideration * 399,250 — Other 355,447 — Total $ 1,598,831 $ 1,625,089 * The deferred consideration relates to: |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 Impairment (4,096,490 ) Effect of foreign currency (33,547 ) Balance at March 31, 2023 $ — |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Other intangible assets consist of the following as of March 31, 2023: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted Acquisition Effect of Accumulated Carrying Technology 5 years $ 5,119,000 $ 486,135 $ 634,510 $ 4,970,625 Customer relationships 3 years 252,000 23,932 52,060 223,872 Trade names and trademarks Indefinite 92,000 8,737 — 100,737 Total intangible assets $ 5,463,000 $ 518,804 $ 686,570 $ 5,295,234 |
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 $ 895,599 2024 1,194,132 2025 1,171,745 2026 1,104,583 2027 828,438 Total $ 5,194,497 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Leases | |
SCHEDULE OF FINANCE LEASE EXPENSES | The components of finance lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Depreciation of finance lease right-of-use assets $ 45,548 $ — $ 94,171 $ — Interest on finance lease liabilities 23,712 — 46,160 — Total finance lease costs $ 69,260 $ — $ 140,331 $ — |
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 March 31, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2023 $ 245,322 2024 255,135 2025 108,457 Total lease payments 608,914 Less: imputed interest (113,974 ) Present value of lease liabilities $ 494,940 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 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 Fair value gain on revaluation of convertible notes (204,207 ) Effect of foreign currency 69,865 Balance at March 31, 2023 $ 389,361 Balance $ 389,361 |
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 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 holdback Series C Preferred Stock (525,300 ) Balance at December 31, 2022 300,000 Fair value gain on revaluation of holdback Series C Preferred Stock (82,500 ) Balance at March 31, 2023 $ 217,500 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES | SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Net loss attributable to Intelligent Bio Solutions Inc. $ (6,343,906 ) $ (1,335,246 ) $ (7,972,799 ) $ (6,227,896 ) Basic and diluted net loss per share attributed to common shareholders $ (5.72 ) $ (1.79 ) $ (8.67 ) $ (8.54 ) Weighted-average number of shares outstanding 1,108,672 744,495 919,545 729,533 |
SCHEDULE OF ANTI-DILUTIVE WARRANTS | The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Anti-dilutive warrants and preferred shares - Common Stock Equivalent SCHEDULE OF ANTI-DILUTIVE WARRANTS 2023 2022 2023 2022 Three Months Ended March 31, Nine Months Ended March 31, 2023 2022 2023 2022 Preferred Stock - Series C 354,432 - 354,432 - Preferred Stock - Series D 26,464 - 26,464 - Warrants - Common stock (March 23 public raise) 69,291 - 69,291 - Warrants - Series A 70,068 70,068 70,068 70,068 Warrants - Series B 2,620 2,620 2,620 2,620 Private placement warrants (Dec 2022) 26,478 - 26,478 - Warrants issued to Winx Capital Pty Ltd 1,324 - 1,324 - Warrants issued to underwriters (IPO) 3,177 3,177 3,177 3,177 Warrants issued to underwriters (March 23 public raise) 32,750 - 32,750 - Pre IPO warrants 136,834 136,834 136,834 136,834 Warrants issued to LSBD 150,000 150,000 150,000 150,000 Anti-dilutive warrants and preferred shares 150,000 150,000 150,000 150,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - shares | Feb. 08, 2023 | Mar. 31, 2023 | Jun. 30, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Common stock outstanding | 1,685,467 | 744,496 | |
Common stock authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Common stock outstanding | 18,325,289 | ||
Minimum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Common stock outstanding | 916,265 | ||
Stockholders [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stockholders' equity, reverse stock split | 1-for-2 and not more than 1-for-35 | ||
Board Of Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Stockholders' equity, reverse stock split | 1-for-20 reverse stock split |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||||||
May 10, 2023 | May 09, 2023 | Mar. 09, 2023 | Dec. 21, 2022 | Oct. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 08, 2023 | Mar. 08, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | [1] | |
Convertible preferred stock | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||
Net loss | $ 6,343,906 | $ 1,335,246 | $ 7,972,799 | $ 6,227,896 | ||||||||||||||
Shareholders' equity | 5,926,846 | 8,703,491 | 5,926,846 | 8,703,491 | $ 10,262,983 | $ 5,196,134 | $ 6,545,771 | $ 10,044,831 | $ 13,501,299 | $ 15,006,621 | ||||||||
Working capital | 887,136 | 887,136 | ||||||||||||||||
Accumulated deficit | 39,148,652 | 39,148,652 | 31,175,853 | |||||||||||||||
Cash and cash equivalents | $ 2,280,544 | 2,280,544 | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Offering expenses | $ 2,550,000 | |||||||||||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||||||||||
Warrants exercise price | $ 4.875 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Number of shares of stock issued | 654,990 | |||||||||||||||||
Stock issued durimg the period value new issue | 148,183 | |||||||||||||||||
Shareholders' equity | $ 16,855 | $ 7,445 | $ 16,855 | $ 7,445 | $ 9,177 | $ 7,445 | $ 7,445 | $ 7,441 | $ 7,441 | $ 6,791 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Warrants exercise price | $ 3.90 | |||||||||||||||||
Conversion of shares | 26,464 | 526,818 | ||||||||||||||||
Underwriting Agreement [Member] | March Warrant [Member] | ||||||||||||||||||
Warrants exercisable | 170,868 | |||||||||||||||||
Number of shares of stock issued | 25,629 | |||||||||||||||||
Underwriting Agreement [Member] | Warrant [Member] | ||||||||||||||||||
Warrants exercisable | 32,750 | |||||||||||||||||
Underwriting Agreement [Member] | March Shares [Member] | ||||||||||||||||||
Warrants exercisable | 569,560 | |||||||||||||||||
Number of shares of stock issued | 85,430 | |||||||||||||||||
Securities Purchase Agreement [Member] | Series D Warrants [Member] | Winx Capital Pty Ltd [Member] | ||||||||||||||||||
Warrants exercisable | 1,324 | |||||||||||||||||
Warrants exercise price | $ 10.40 | |||||||||||||||||
Shares issues per share | $ 0.05 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 26,469 | |||||||||||||||||
Securities Purchase Agreement [Member] | Series D Warrant [Member] | ||||||||||||||||||
Warrants exercisable | 26,478 | |||||||||||||||||
Warrants exercise price | $ 5.80 | |||||||||||||||||
Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||||||
Share price | $ 3.90 | |||||||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Conversion of shares | 176,462 | |||||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Stock issued durimg the period value new issue | 176,462 | |||||||||||||||||
Convertible preferred stock | $ 0.01 | |||||||||||||||||
Debt convertible per share | 0.15 | |||||||||||||||||
Shares issues per share | $ 1.25 | |||||||||||||||||
Conversion of shares | 26,464 | |||||||||||||||||
Series D Warrants [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||
Stock issued durimg the period value new issue | 529,386 | |||||||||||||||||
Shares issues per share | $ 0.05 | |||||||||||||||||
[1]Include adjustments for effect of reverse stock split |
SCHEDULE OF REVENUE SALES OF RE
SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Product Information [Line Items] | |||||
Total revenue | $ 457,058 | $ 813,737 | |||
Sales Of Goods Cartidges [Member] | |||||
Product Information [Line Items] | |||||
Total revenue | 252,682 | 467,043 | |||
Sales Of Goods Readers [Member] | |||||
Product Information [Line Items] | |||||
Total revenue | 134,366 | 237,554 | |||
Other Sales [Member] | |||||
Product Information [Line Items] | |||||
Total revenue | $ 70,010 | $ 109,140 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||||||||
Selling and administrative expenses | $ 123,800 | |||||||||
Revenue | $ 457,058 | $ 813,737 | ||||||||
Deferred income | $ 4,700,000 | |||||||||
Grants Receivable | $ 2,100,000 | |||||||||
Accounts Receivable, Sale | 0 | |||||||||
Research and development tax refund | 91,104 | 35,206 | 573,497 | 181,598 | ||||||
Foreign currency translation gain (loss) | 77,787 | 2,793 | 148,251 | 57,334 | ||||||
Expenses | 299,898 | 413,325 | 380,363 | 3,161,306 | ||||||
Provision for bad debts | 22,918 | |||||||||
Goodwill impairment loss | $ 4,096,490 | $ 4,096,490 | ||||||||
Computer Equipment [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property plant and equipment useful life | 3 years | 3 years | ||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property plant and equipment useful life | 2 years | 2 years | ||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||
Property plant and equipment useful life | 4 years | 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 | $ 26,576 | $ 147,865 | $ 125,128 | $ 179,264 |
SCHEDULE OF REVENUE AND OTHER I
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from External Customer [Line Items] | |||||
Total Revenue | $ 457,058 | $ 813,737 | |||
Total Government Support Income | 117,680 | 192,500 | 698,625 | 370,291 | |
Intelligent Fingerprinting Products [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total Revenue | 457,058 | 813,737 | |||
Total Government Support Income | 49,267 | 156,824 | |||
Saliva Glucose Biosensor Platform [Member] | |||||
Revenue from External Customer [Line Items] | |||||
Total Revenue | |||||
Total Government Support Income | $ 68,413 | $ 192,500 | $ 541,801 | $ 370,291 |
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) | Oct. 04, 2022 $ / shares shares | Oct. 04, 2022 $ / shares shares | Oct. 04, 2022 $ / shares shares |
Common Stock [Member] | |||
Stock issued during period shares new issues | 148,183 | ||
Intelligent Fingerprinting Limited [Member] | Series C Preferred Stock Holdback [Member] | |||
Stock issued during period shares new issues | 500,000 | ||
Share price | $ / shares | $ 0.5502 | $ 0.5502 | $ 0.5502 |
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | |||
Stock issued during period shares new issues | 2,363,003 | 2,963,091 | |
Share price | $ / shares | $ 0.5502 | 0.5502 | $ 0.5502 |
Intelligent Fingerprinting Limited [Member] | Series C Preferred Stock Base [Member] | |||
Stock issued during period shares new issues | 2,363,003 | ||
Share price | $ / shares | $ 0.5502 | $ 0.5502 | $ 0.5502 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES (Details) - USD ($) | Mar. 31, 2023 | 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 ($) | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | $ 813,737 | ||
Net loss | (1,344,133) | (7,993,166) | (6,245,796) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (1,335,246) | $ (7,972,799) | $ (6,227,896) |
Net loss per share, basic and diluted | $ (1.80) | $ (8.67) | $ (8.60) |
Pro Forma [Member] | |||
Revenue | $ 370,687 | $ 1,161,223 | $ 996,937 |
Net loss | (797,885) | (9,234,721) | (9,455,693) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (797,885) | $ (9,214,354) | $ (9,437,795) |
Net loss per share, basic and diluted | $ (0.89) | $ (8.67) | $ (10.75) |
INTELLIGENT FINGERPRINTING LI_3
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Details Narrative) | 3 Months Ended | 9 Months Ended | |||||||||||
May 09, 2023 shares | Apr. 04, 2023 USD ($) | Oct. 04, 2022 USD ($) $ / shares shares | Oct. 04, 2022 USD ($) $ / shares shares | Oct. 04, 2022 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) shares | Mar. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Mar. 31, 2021 USD ($) | Oct. 04, 2022 GBP (£) shares | Jun. 30, 2022 USD ($) $ / shares | |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Note receivable settled for business acquisition | $ 504,938 | ||||||||||||
Equity issuance costs | 464,727 | ||||||||||||
Acquired intangible assets | $ 5,463,000 | $ 5,463,000 | $ 5,463,000 | ||||||||||
Goodwill | $ 3,803,293 | $ 3,803,293 | $ 3,803,293 | $ 4,130,037 | |||||||||
Revenue | 457,058 | 813,737 | |||||||||||
Net loss | (6,343,906) | (1,335,246) | (7,972,799) | (6,227,896) | |||||||||
Goodwill impairment | 4,096,490 | 4,096,490 | |||||||||||
Amortization of other intangible assets | 346,548 | $ 0 | 686,570 | $ 0 | |||||||||
Series C Preferred Stock [Member] | |||||||||||||
Stock issued during period shares new issues | shares | 2,363,003 | ||||||||||||
Reserved for future issuance | shares | 1,649,273 | 1,649,273 | 1,649,273 | 1,649,273 | |||||||||
Convertible notes | 607,800 | 607,800 | |||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||
Stock issued during period shares acquisitions | shares | 1,149,273 | ||||||||||||
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 | $ 504,938 | $ 504,938 | ||||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | Convertible Loan Holders [Member] | |||||||||||||
Stock issued during period shares new issues | shares | 1,149,273 | ||||||||||||
Hold-back Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||||
Stock issued during period shares acquisitions | shares | 500,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stock issued during period shares new issues | shares | 148,183 | ||||||||||||
Stock issued during period shares acquisitions | shares | 148,155 | ||||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||||
Payments to Acquire Notes Receivable | $ 363,500 | ||||||||||||
Acquired intangible assets | 5,463,000 | $ 5,463,000 | 5,463,000 | ||||||||||
Goodwill | 3,803,293 | 3,803,293 | 3,803,293 | ||||||||||
Revenue | 813,737 | ||||||||||||
Net loss | 4,336,191 | ||||||||||||
Amortization of other intangible assets | 697,684 | ||||||||||||
Convertible notes | $ 1,455,078 | $ 1,455,078 | |||||||||||
Intelligent Fingerprinting Limited [Member] | Technology-Based Intangible Assets [Member] | |||||||||||||
Acquired intangible assets | $ 5,119,000 | 5,119,000 | 5,119,000 | ||||||||||
Estimated useful life | 5 years | ||||||||||||
Intelligent Fingerprinting Limited [Member] | Customer Relationships [Member] | |||||||||||||
Acquired intangible assets | $ 252,000 | 252,000 | 252,000 | ||||||||||
Estimated useful life | 3 years | ||||||||||||
Intelligent Fingerprinting Limited [Member] | Trademarks and Trade Names [Member] | |||||||||||||
Acquired intangible assets | $ 92,000 | $ 92,000 | $ 92,000 | ||||||||||
Weighted average useful lives (years) | indefinite | ||||||||||||
Intelligent Fingerprinting Limited [Member] | Subsequent Event [Member] | Second Installment [Member] | |||||||||||||
Payments to Acquire Notes Receivable | $ 181,750 | ||||||||||||
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 | ||||||||||||
Loan bear interest percentage | 17% | 17% | 17% | 17% | |||||||||
Loan bear variable interest percentage | 22% | 22% | 22% | 22% | |||||||||
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | |||||||||||||
Number of shares post-reverse stock split | shares | 148,183 | ||||||||||||
Stock issued during period shares new issues | shares | 2,363,003 | 2,963,091 | |||||||||||
Share Exchange Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
IFP Acquisition [Member] | Series C Preferred Stock [Member] | |||||||||||||
Equity issuance costs | $ 806,397 | ||||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||||
Equity method ownership percentage | 100% | 100% | 100% | 100% |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Work-in-progress | $ 551,897 | |
Finished goods | 378,174 | |
Less: provision for inventory obsolescence | (193,850) | |
Inventory, net | $ 736,221 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intelligent Fingerprinting Limited note receivable | $ 500,445 | |
Prepayments | 390,527 | 116,525 |
Goods and services tax receivable | 40,044 | 57,746 |
Deposits | 101,253 | 46,602 |
Other receivables | 25,443 | |
Total | $ 531,824 | $ 746,761 |
OTHER CURRENT ASSETS (Details N
OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Mar. 31, 2023 | 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 ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 494,037 | $ 391,408 |
Less: accumulated depreciation | (15,917) | |
Property and equipment, net | 478,120 | 391,408 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 29,788 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 19,698 | |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 7,638 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 436,913 | $ 391,408 |
SUMMARY OF AMOUNT RECORDED IN T
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Investments in construction in progress | $ 873,826 | $ 782,816 |
Less: 50% contributed under government grant | (436,913) | (391,408) |
Gross property and equipment | $ 436,913 | $ 391,408 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation of property and equipment | $ 6,406 | $ 0 | $ 15,917 | $ 0 |
Percentage of reimbursement on construction cost | 50% | 50% | ||
Construction in Progress [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Construction in progress incurred cost | $ 5,368 | $ 91,010 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2023 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts and other payables | $ 458,410 | $ 715,902 | |
Accruals | 385,724 | 909,187 | |
Deferred consideration | [1] | 399,250 | |
Other | 355,447 | ||
Total | $ 1,598,831 | $ 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 | ||
Apr. 04, 2023 | Oct. 04, 2022 | Mar. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||
Payments to Acquire Notes Receivable | $ 363,500 | ||
Second Installment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Number of shares held back, fair value | $ 217,500 | ||
Number of shares held back | 500,000 | ||
Subsequent Event [Member] | Second Installment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Payments to Acquire Notes Receivable | $ 181,750 |
SCHEDULE OF CARRYING AMOUNT OF
SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance | $ 4,130,037 | |
Acquisition of IFP | 3,803,293 | |
Effect of foreign currency | (33,547) | 326,744 |
Impairment | (4,096,490) | |
Balance | $ 4,130,037 |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | |
Mar. 31, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | $ 5,463,000 | |
Effect of foreign currency | 518,804 | |
Accumulated amortization technology | 686,570 | |
Carrying value technology | $ 5,295,234 | |
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 | 486,135 | |
Accumulated amortization technology | 634,510 | |
Carrying value technology | $ 4,970,625 | |
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 | 23,932 | |
Accumulated amortization technology | 52,060 | |
Carrying value technology | 223,872 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | 92,000 | |
Effect of foreign currency | 8,737 | |
Accumulated amortization technology | ||
Carrying value technology | $ 100,737 | |
Weighted average useful lives (years) | Indefinite |
SCHEDULE OF EXPECTED AMORTIZATI
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 895,599 |
2024 | 1,194,132 |
2025 | 1,171,745 |
2026 | 1,104,583 |
2027 | 828,438 |
Total | $ 5,194,497 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment charges | $ 4,100,000 | |||
Amortization of other intangible assets | $ 346,548 | $ 0 | $ 686,570 | $ 0 |
Impairment charges of goodwill and intangible assets |
CONVERTIBLE NOTES (Details Narr
CONVERTIBLE NOTES (Details Narrative) - Convertible Notes Payable [Member] | 9 Months Ended |
Mar. 31, 2023 | |
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) | 9 Months Ended | |
Mar. 31, 2023 | Jun. 16, 2022 | |
Debt Disclosure [Abstract] | ||
Interest rate, debt | 0.97% | 2% |
Gross revenue, rate | 10% | |
Subsequent sales to distributor, rate | 50% |
SCHEDULE OF FINANCE LEASE EXPEN
SCHEDULE OF FINANCE LEASE EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Leases | ||||
Depreciation of finance lease right-of-use assets | $ 45,548 | $ 94,171 | ||
Interest on finance lease liabilities | 23,712 | 46,160 | ||
Total finance lease costs | $ 69,260 | $ 140,331 |
SCHEDULE OF MATURITIES OF THE F
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details) | Mar. 31, 2023 USD ($) |
Leases | |
2023 | $ 245,322 |
2024 | 255,135 |
2025 | 108,457 |
Total lease payments | 608,914 |
Less: imputed interest | (113,974) |
Present value of lease liabilities | $ 494,940 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Mar. 31, 2023 USD ($) |
Leases | |
Finance lease remaining lease, term | 2 years 4 months 24 days |
Finance lease, discount rate | 17% |
Minimun lease payment, outstanding | $ 137,780 |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||||||||
May 10, 2023 | May 09, 2023 | Mar. 09, 2023 | Dec. 21, 2022 | Oct. 06, 2022 | Oct. 04, 2022 | Oct. 04, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 08, 2023 | Mar. 08, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||
Share based compensation shares granted | 25,000 | |||||||||||||
Stock compensation expense | $ 260,000 | $ 260,000 | ||||||||||||
Payment of withholding taxes shares | 1,386 | |||||||||||||
Equity issuance costs | $ 464,727 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Offering expenses | $ 2,550,000 | |||||||||||||
Underwriting Agreement [Member] | March Shares [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercisable | 569,560 | |||||||||||||
Number of shares of stock issued | 85,430 | |||||||||||||
Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Share price | $ 3.90 | |||||||||||||
Series D Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Conversion of shares | 176,462 | |||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Debt convertible per share | $ 0.15 | |||||||||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 176,462 | |||||||||||||
Shares issues per share | $ 1.25 | |||||||||||||
Conversion of shares | 26,464 | |||||||||||||
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 | |||||||||||||
Shares issues per share | $ 0.05 | |||||||||||||
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 | |||||||||||||
Series C Preferred Stock [Member] | IFP Acquisition [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Equity issuance costs | $ 806,397 | |||||||||||||
Series C Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Conversion of shares | 3,512,277 | |||||||||||||
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 B Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 2,620 | |||||||||||||
March Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercisable | 170,868 | |||||||||||||
Number of shares of stock issued | 25,629 | |||||||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercise price | $ 4.875 | |||||||||||||
Warrant [Member] | Underwriting Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercisable | 32,750 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Number of shares of stock issued | 654,990 | |||||||||||||
Issuance of Series D preferred stock, net of issuance costs, shares | 148,183 | |||||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercise price | $ 3.90 | |||||||||||||
Conversion of shares | 26,464 | 526,818 | ||||||||||||
Series D Warrants [Member] | Securities Purchase Agreement [Member] | Winx Capital Pty Ltd [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercisable | 1,324 | |||||||||||||
Warrants exercise price | $ 10.40 | |||||||||||||
Shares issues per share | $ 0.05 | |||||||||||||
Class of Warrant or Right, Outstanding | 26,469 | |||||||||||||
Series D Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants exercisable | 26,478 | |||||||||||||
Warrants exercise price | $ 5.80 | |||||||||||||
Warrants Common Stock March [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 69,291 | |||||||||||||
Warrants - Series A [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 70,068 | 70,068 | 70,068 | 70,068 | ||||||||||
Warrants Issued To IPO [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 3,177 | |||||||||||||
Pre IPO Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 136,834 | 136,834 | 136,834 | 136,834 | ||||||||||
Warrants Issued to LSBD [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 150,000 | 150,000 | 150,000 | 150,000 | ||||||||||
Series D Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 26,478 | |||||||||||||
Warrants Issued To Winx [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 1,324 | |||||||||||||
Representatives Warrants [Member] | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||||||
Warrants | 32,750 |
SCHEDULE OF CONVERTIBLE NOTE LI
SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value gain on revaluation of convertible notes | $ (1,455,078) | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Balance at December 31, 2022 | $ 523,703 | |||
Fair value of convertible notes at acquisition (Note 5) | 1,683,764 | |||
Fair value gain on revaluation of convertible notes | (204,207) | (1,267,791) | ||
Effect of foreign currency | 69,865 | 107,730 | ||
Balance | $ 389,361 | $ 523,703 | $ 389,361 |
SCHEDULE OF PREFERRED STOCK AT
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
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 | $ (607,800) | |||
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 | $ 300,000 | |||
Fair value of holdback Series C Preferred Stock at acquisition (Note 5) | (82,500) | 825,300 | ||
Fair value gain on revaluation of hold back Series C Preferred Stock | (525,300) | |||
Preferred Stock carried at fair value, ending value | $ 217,500 | $ 300,000 | $ 217,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - shares | 9 Months Ended | ||
Oct. 04, 2022 | Mar. 31, 2023 | Oct. 04, 2023 | |
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 ($) | 6 Months Ended | 9 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
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 | $ 8,821 | $ 9,833 | |
General and Administrative Expense [Member] | |||
Costs and Expenses, Related Party | $ 145,733 |
INVESTMENT IN AFFILIATE (Detail
INVESTMENT IN AFFILIATE (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2023 | May 29, 2020 | |
Common stock, shares, issued | 744,496 | 1,685,467 | |
Common stock price per share | $ 0.01 | $ 0.01 | |
Purchase of warrant | $ 150,000 | ||
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 | Mar. 31, 2023 | |
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) | Mar. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforward | $ 41,464,331 |
Deferred Tax Assets, Net | 7,596,042 |
Deferred Tax Assets, Valuation Allowance | $ 7,596,042 |
SCHEDULE OF BASIC LOSS PER COMM
SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to Intelligent Bio Solutions Inc. | $ (6,343,906) | $ (1,335,246) | $ (7,972,799) | $ (6,227,896) |
Basic and diluted net loss per share attributed to common shareholders | $ (5.72) | $ (1.79) | $ (8.67) | $ (8.54) |
Weighted-average number of shares outstanding | 1,108,672 | 744,495 | 919,545 | 729,533 |
SCHEDULE OF ANTI-DILUTIVE WARRA
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 150,000 | 150,000 | 150,000 | 150,000 |
Series C Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 354,432 | 354,432 | ||
Series D Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 26,464 | 26,464 | ||
Warrants - Common Stock (March 23 Public Raise) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 69,291 | 69,291 | ||
Warrants - Series A [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 70,068 | 70,068 | 70,068 | 70,068 |
Warrants - Series B [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 2,620 | 2,620 | 2,620 | 2,620 |
Private Placement Warrants (Dec 2022) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 26,478 | 26,478 | ||
Warrants Issued to Winx Capital Pty Ltd [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 1,324 | 1,324 | ||
Warrants Issued to Underwriters (IPO) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 3,177 | 3,177 | 3,177 | 3,177 |
Warrants Issued to Underwriters (March 23 Public Raise) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 32,750 | 32,750 | ||
Pre IPO Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 136,834 | 136,834 | 136,834 | 136,834 |
Warrants Issued to LSBD [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive warrants and preferred shares | 150,000 | 150,000 | 150,000 | 150,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | 3 Months Ended | ||
May 10, 2023 shares | May 09, 2023 GBP (£) shares | Apr. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) shares | |
Subsequent Event [Line Items] | ||||
Stock issued during period shares new issues | $ | $ 162,460 | |||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock issued during period shares new issues | 148,155 | |||
Stock issued during period shares new issues | $ | ||||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Payment to shareholders | $ | $ 181,750 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Units | 26,464 | 526,818 | ||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal and accrued interest | £ | £ 1,360,761 | |||
Stock issued during period shares new issues | 1,149,273 | |||
Stock issued during period shares new issues | £ | £ 1,254,270 | |||
Stock Issued During Period, Shares, Conversion of Units | 3,512,277 | |||
Subsequent Event [Member] | Series D Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock Issued During Period, Shares, Conversion of Units | 176,462 |