Cover
Cover | 12 Months Ended |
Jun. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 5 |
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 | 142 West 57th Street |
Entity Address, Address Line Two | 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 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 142 West 57th Street |
Entity Address, Address Line Two | 11th Floor |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10019 |
Contact Personnel Name | Harry Simeonidis |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | |
Current assets: | |||
Cash and cash equivalents | $ 1,537,244 | $ 8,238,301 | |
Accounts receivable, net | 293,861 | ||
Inventories, net | 979,907 | ||
Grant receivable, current portion | 1,529,882 | ||
Research and development tax incentive receivable | 498,758 | 353,048 | |
Other current assets | 552,791 | 746,761 | |
Total current assets | 3,862,561 | 10,867,992 | |
Property and equipment, net | 690,175 | 391,408 | |
Operating lease right-of-use assets | 546,475 | ||
Intangible assets, net | 5,255,401 | ||
Long-term grant receivable | 1,092,773 | ||
TOTAL ASSETS | 10,354,612 | 12,352,173 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 2,610,028 | 1,625,089 | |
Current portion of operating lease liabilities | 223,447 | ||
Current portion of deferred grant income | 2,338,057 | 2,836,582 | |
Current employee benefit liabilities | 358,942 | 201,332 | |
Current portion of notes payable | 353,211 | ||
Total current liabilities | 5,883,685 | 4,663,003 | |
Employee benefit liabilities, less current portion | 24,902 | 50,626 | |
Operating lease liabilities, less current portion | 356,165 | ||
Long-term deferred grant income | 1,092,773 | ||
Notes payable, less current portion | 402,862 | ||
Total liabilities | 6,667,614 | 5,806,402 | |
Commitments and contingencies (Note 16) | |||
Shareholders’ equity: | |||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,330,399 and 744,495 shares issued and outstanding at June 30, 2023 and 2022, respectively | [1] | 23,304 | 7,445 |
Treasury stock, at cost, 1,386 and 0 shares as of June 30, 2023 and 2022, respectively | (14) | ||
Additional paid-in capital | 46,158,763 | 38,581,465 | |
Accumulated deficit | (41,807,573) | (31,175,853) | |
Accumulated other comprehensive loss | (575,496) | (788,135) | |
Total consolidated Intelligent Bio Solutions Inc. equity | 3,798,984 | 6,624,922 | |
Non-controlling interest | (111,986) | (79,151) | |
Total shareholders’ equity | [2] | 3,686,998 | 6,545,771 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 10,354,612 | 12,352,173 | |
Series C Preferred Stock [Member] | |||
Shareholders’ equity: | |||
Preferred stock value | |||
Series D Preferred Stock [Member] | |||
Shareholders’ equity: | |||
Preferred stock value | |||
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 1 for 20 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Jun. 30, 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 | 2,330,399 | 744,495 |
Common stock, shares outstanding | 2,330,399 | 744,495 |
Treasury stock shares | 1,386 | 0 |
Reverse stock split | 1 for 20 | |
Series C Preferred Stock [Member] | ||
Preferred stock, shares designated | 4,012,276 | 4,012,276 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares designated | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Other Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 1,256,872 | ||
Cost of revenue (exclusive of amortization shown separately below) | (930,204) | ||
Gross profit | 326,668 | ||
Other income: | |||
Government support income | 737,628 | 437,146 | |
Operating expenses: | |||
Selling, general and administrative expenses | (8,026,703) | (4,920,103) | |
Development and regulatory approval expenses | (507,424) | (3,853,919) | |
Depreciation and amortization | (966,732) | ||
Goodwill impairment | (4,158,670) | ||
Total operating expenses | (13,659,529) | (8,774,022) | |
Loss from operations | (12,595,233) | (8,336,876) | |
Other income (expense): | |||
Interest expense | (223,534) | (7,539) | |
Realized foreign exchange loss | (9,829) | (3,987) | |
Fair value gain on revaluation of financial instruments | 2,154,365 | ||
Interest income | 9,676 | 14,426 | |
Total other income | 1,930,678 | 2,900 | |
Net loss | [1] | (10,664,555) | (8,333,976) |
Net loss attributable to non-controlling interest | (32,835) | (27,925) | |
Net loss attributable to Intelligent Bio Solutions Inc. | (10,631,720) | (8,306,051) | |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation income (loss) | [1] | 212,639 | (126,875) |
Total other comprehensive income (loss) | 212,639 | (126,875) | |
Comprehensive loss | (10,451,916) | (8,460,851) | |
Comprehensive loss attributable to non-controlling interest | (32,835) | (27,925) | |
Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ (10,419,081) | $ (8,432,926) | |
Net loss per share, basic | [2] | $ (10.58) | $ (11.33) |
Net loss per share, diluted | [2] | $ (10.58) | $ (11.33) |
Weighted average shares outstanding, basic | [2] | 1,004,593 | 733,263 |
Weighted average shares outstanding, diluted | [2] | 1,004,593 | 733,263 |
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 1 for 20 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Other Comprehensive Loss (Parenthetical) | 12 Months Ended | |
Feb. 10, 2023 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||
Reverse stock split | 1-for-20 | 1 for 20 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - 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 | $ 13,000 | $ 6,791 | [1] | [1] | $ 38,569,119 | [1] | $ (22,869,802) | [1] | $ (661,260) | [1] | $ (51,226) | $ 15,006,622 | [1] | ||
Balance, shares at Jun. 30, 2021 | [1] | 1,300,000 | 679,106 | ||||||||||||
Series B warrants exercised to purchase common shares | [1] | $ 4 | (4) | ||||||||||||
Series B warrants exercised to purchase common shares, shares | [1] | 389 | |||||||||||||
Conversion of convertible preferred shares into common shares | [1] | $ (13,000) | $ 650 | 12,350 | |||||||||||
Conversion of convertible preferred shares into common shares, shares | [1] | (1,300,000) | 65,000 | ||||||||||||
Foreign currency translation income | [1] | (126,875) | (126,875) | ||||||||||||
Net loss | [1] | (8,306,051) | (27,925) | (8,333,976) | |||||||||||
Balance at Jun. 30, 2022 | $ 7,445 | [1] | [1] | 38,581,465 | [1] | (31,175,853) | [1] | (788,135) | [1] | (79,151) | 6,545,771 | [1] | |||
Balance, shares at Jun. 30, 2022 | [1] | 744,495 | |||||||||||||
Conversion of convertible preferred shares into common shares | [1] | $ (36,888) | $ 5,533 | 31,355 | |||||||||||
Conversion of convertible preferred shares into common shares, shares | [1] | (3,688,739) | 553,282 | ||||||||||||
Foreign currency translation income | [1] | 212,639 | 212,639 | ||||||||||||
Net loss | [1] | (10,631,720) | (32,835) | (10,664,555) | |||||||||||
Reverse stock split rounding adjustment | [1] | $ 112 | (112) | ||||||||||||
Reverse stock split rounding adjustment, shares | [1] | 11,250 | |||||||||||||
Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs | [1] | $ 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 | [1] | 2,363,003 | 148,155 | ||||||||||||
Issuance of Series D preferred stock, net of issuance costs | [1] | $ 1,765 | 160,695 | 162,460 | |||||||||||
Issuance of Series D preferred stock, net of issuance costs, shares | [1] | 176,462 | |||||||||||||
Stock awards issued to employees | [1] | $ 250 | 259,750 | 260,000 | |||||||||||
Stock awards issued to employees, shares | [1] | 25,000 | |||||||||||||
Payment of tax withholding for employee stock awards | [1] | $ (14) | (14,393) | (14,407) | |||||||||||
Payment of tax withholding for employee stock awards, shares | (1,386) | ||||||||||||||
Issuance of common stock and warrants, net of issuance costs | [1] | $ 6,550 | 2,087,117 | 2,093,667 | |||||||||||
Issuance of common stock and warrants, net of issuance costs, shares | [1] | 654,990 | |||||||||||||
Issuance of common stock upon cashless exercise of warrants | [1] | $ 1,932 | (1,932) | ||||||||||||
Issuanceof common stock upon cashless exercise of warrants, shares | [1] | 193,227 | |||||||||||||
Conversion of convertible notes payable into Series C preferred stock | [1] | $ 11,493 | 355,660 | 367,153 | |||||||||||
Conversion of convertible notes payable into Series C preferred stock, shares | [1] | 1,149,274 | |||||||||||||
Balance at Jun. 30, 2023 | $ 23,304 | [1] | $ (14) | [1] | $ 46,158,763 | [1] | $ (41,807,573) | [1] | $ (575,496) | [1] | $ (111,986) | $ 3,686,998 | [1] | ||
Balance, shares at Jun. 30, 2023 | [1] | 2,330,399 | (1,386) | ||||||||||||
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) | 12 Months Ended | |
Feb. 10, 2023 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split | 1-for-20 | 1 for 20 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (10,664,555) | $ (8,333,976) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 814,481 | ||
Amortization of right-of-use assets | 152,251 | ||
Non-cash loss (gain) on foreign currency translation, net | 9,829 | (3,987) | |
Provision for inventory obsolescence | 189,670 | ||
Goodwill impairment | 4,158,670 | ||
Share-based compensation | 260,000 | ||
Non-cash research and development charge | 2,600,000 | ||
Non-cash refund of R&D expenditure claims | (127,944) | (50,958) | |
Fair value gain on revaluation of convertible notes | (1,537,565) | ||
Fair value gain on revaluation of holdback Series C preferred stock | (616,800) | ||
Non-cash other operating activities | (94,332) | (8,179) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (293,861) | ||
Inventories | (345,390) | ||
Grant receivable / deferred grant income | 1,031,357 | 1,828,891 | |
Research and development tax incentive receivable | (145,710) | 672,407 | |
Other current assets | (118,335) | (333,743) | |
Accounts and other payables | 84,502 | 255,978 | |
Accounts payable - related party | (13,323) | ||
Operating lease liabilities | (107,922) | ||
Other long-term liabilities | (25,724) | 28,856 | |
Net cash used in operating activities | (7,377,378) | (3,358,034) | |
Cash flows from investing activities: | |||
Issuance of note receivable | (500,000) | ||
Cash acquired from business acquisition | 174,481 | ||
Cash payment for business acquisition | (363,500) | ||
Amount invested on construction in progress | (505,123) | (380,221) | |
Net cash used in investing activities | (694,142) | (880,221) | |
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 | (518,914) | ||
Payment of equity issuance costs relating to acquisition of IFP | (806,397) | ||
Payment of tax withholding for employee stock awards | (14,407) | ||
Net cash provided by financing activities | 1,435,323 | ||
Effect of foreign exchange rates on cash and cash equivalents | (64,860) | (97,129) | |
Decrease in cash and cash equivalents | (6,701,057) | (4,335,384) | |
Cash and cash equivalents, beginning of period | 8,238,301 | 12,573,685 | |
Cash and cash equivalents, end of period | 1,537,244 | 8,238,301 | |
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 | 208,500 | ||
Recording of right-of-use asset and lease liability | 702,566 | ||
Conversion of convertible notes payable into preferred stock | 367,153 | ||
Conversion of preferred shares into common shares | $ 36,888 | $ 13,000 | |
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Intelligent Bio Solutions Inc. (formerly known as GBS Inc.), and its wholly owned Delaware subsidiary, GBS Operations Inc. were each formed on December 5, 2016, under the laws of the state of Delaware. 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”). Our headquarters are in New York, New York. We are a medical technology company focused on developing and delivering non-invasive, rapid and pain free innovative testing and screening solutions. We operate globally with the objective of providing intelligent, pain-free, and accessible solutions that improve the quality of life. Our current product portfolio includes: ● Intelligent Fingerprinting Platform - ● The Biosensor Platform ● These platform technologies have the potential to develop a range of POCT including the modalities of clinical chemistry, immunology, tumor markers, allergens, and endocrinology. Reverse Stock Split On February 9, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to its amended and restated certificate of incorporation to effect, as of February 10, 2023, a 1-for-20 of the Company’s common stock (the “Reverse Stock Split”). On February 10, 2023, the Company effected the Reverse Stock Split. Conversion of Series C and Series D Preferred Stocks On May 8, 2023, the stockholders of the Company approved, (a) 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; 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. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN The Company incurred a net loss of $ 10,631,720 8,306,051 3,686,998 2,021,124 41,807,573 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 consolidated financial statements. The Company expects that its cash and cash equivalents as of June 30, 2023, of $ 1,537,244 The Company’s 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 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 | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2023 and 2022. The consolidated financial statements and notes thereto give retrospective effect to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units, warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Principles of consolidation These consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. Equity offering costs The Company complies with the requirements of Accounting Standards Codification (“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. Change in accounting principle During the quarter ended June 30, 2023, the Company performed an analysis on the useful life of its technology asset which resulted in increasing the useful life from 5 7 As the result of change in useful life, the amortization expenses for the year ended June 30, 2023 decreased by $ 84,374 0.07 10.58 337,496 485,150 759,366 189,841 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 is accounted for under ASC 606 Revenue from Contracts with Customers ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue when or as the Company satisfies a performance obligation. The Company recognized revenue from contracts with customers it 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 year ended June 30, 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 Year Ended June 30, 2023 2022 Sales of goods - cartridges $ 724,304 $ — Sales of goods - readers 335,863 — Other sales 196,705 — Total revenue $ 1,256,872 $ — Other income The other income is mainly comprised of grant income and R&D tax refunds. 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 Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant income liability. 646,116 391,408 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 1.4 2.1 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 $ 127,944 51,258 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 as the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $ 609,684 385,888 Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the 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 below). 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 rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of the Company is the United States dollar. Foreign currency movements are recognized in other comprehensive loss on the consolidated statement of operations and other comprehensive income (loss) and resulted in a gain of $ 212,639 126,875 Income taxes In accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes As of June 30, 2023, and 2022, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. Cash and Cash equivalent The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. As of June 30, 2023 and 2022, there were no cash equivalents. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. The amounts over these insured limits as of June 30, 2023 and 2022 was $ 1,114,687 7,816,077 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. Account receivable, net 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 did not recognize bad debt provision during the year ended June 30, 2023 and June 30, 2022. Trade receivables are recognized net of bad debt provision. Property, Plant and Equipment (“PPE”) & Construction in Progress (“CIP”) In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, is stated at cost net of accumulated depreciation and impairment losses, if any. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: ● Other equipment – 3 ● Production equipment – 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 year ended June 30, 2023, the Company’s market capitalization significantly declined and recurring cash burn of the reporting unit and continuous cash support from the parent entity Intangible assets Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any. The definite lived intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Certain of our intangible assets have been assigned an indefinite life as we currently anticipate that these trade names and trademarks will contribute cash flows to the Company indefinitely. Indefinite-lived intangible assets are not amortized, but are evaluated at least annually to determine whether the indefinite useful life is appropriate. 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. Employee benefits The costs of short-term employee benefits are recognized as a liability and an expense, unless those costs are required to be recognized as part of the cost of inventories or non-current assets. The cost of any unused holiday entitlement is recognized in the period in which the employee’s services are received. Termination benefits are recognized immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. Net loss per share attributable to common shareholders (“EPS”) The Company calculates earnings per share attributable to common shareholders in accordance with ASC Topic 260, Earning Per Share Potentially dilutive common shares shall be 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. Recent 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. Latest announcement: In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718) (“ASU 2023-13”). This update requires to disclose and present income or loss related to common stock transactions on the face of the income statement, (2) to modify the existing classification and measurement of redeemable preferred shares and redeemable equity-classified shares (3) and modify accounting treatment for stock-based compensation. The FASB has not set an effective date on ASU 2023-03 and adoption is permitted. The Company is currently evaluating the impact of the provisions of ASU 2023-03 on its consolidated financial statement disclosures. Adopted: In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (“ASU 2021-10”). This update requires annual disclosures about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy. Required disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted the provisions of this amendment effective July 1, 2022. There was no significant impact to the consolidated financial statements. Refer to disclosures within grant income in Note 3. In August 2020, the FASB issued 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 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 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. 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 REPORTING
SEGMENT REPORTING | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 4. SEGMENT REPORTING FASB ASC Topic 280, Segment Reporting Our Segments 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. Following the acquisition of IFP 1) Commercially available Intelligent Fingerprinting Products (“IFPG” or “IFPG segment”) 2) Development Stage Saliva Glucose Biosensor Platform (“SGBP” or “SGBP segment”) The Company has determined it operates in two operating and 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. The IFPG segment accounted for 100% of the Company’s revenue during the year ended June 30, 2023. The following table sets forth the Company’s revenue and other income by operating and reportable segment, disaggregated into geographic locations based on sales billed from the respective county, for the years ended June 30, 2023 and 2022, respectively. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue Year Ended June 30, 2023 IFPG SGBP Total United Kingdom $ 1,061,191 $ — $ 1,061,191 Australia 6,491 — 6,491 Other 189,190 — 189,190 Total Revenue $ 1,256,872 — $ 1,256,872 No revenue was recognized during the year ended June 30, 2022. B) Other Income (Government Support Income) Year Ended June 30, 2023 IFPG SGBP Total Australia $ — 544,010 544,010 United Kingdom 193,618 — 193,618 Total Government Support Income $ 193,618 544,010 $ 737,628 Year Ended June 30, 2022 IFPG SGBP Total Australia $ — 437,146 437,146 United Kingdom — — — Total Government Support Income $ — 437,146 $ 437,146 The Company operates in various geographic locations. The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. The Company’s consolidated assets are not specifically ascribed to its individual reportable segments. Rather, assets used in operations are generally shared across the Company’s operating and reportable segments. Property and equipment, net and operating lease right-of-use assets, by geographic location, are summarized as follows: 2023 2022 June 30, 2023 June 30, 2022 Australia $ 761,220 391,408 United Kingdom 475,430 — Total $ 1,236,650 $ 391,408 |
INTELLIGENT FINGERPRINTING LIMI
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | 12 Months Ended |
Jun. 30, 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 $ 363,500 Note receivable settled for business acquisition 504,938 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 Purchase Consideration of Common Stock and Series C Preferred Stock 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 2,363,003 0.01 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 $ 1,425,307 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 initially 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 0.15 504,938 The Company incurred $ 806,397 On May 8, 2023, at a special meeting of the Company’s stockholders (the “Special Meeting”), the last of the remaining Company Stockholder Approval Matters were approved when the Company’s stockholders approved the full conversion of all Series C Preferred Stock and an increase in the number of shares authorized for issuance under the 2019 Long Term Incentive Plan (“2019 Plan” or the “Plan”). Subsequently, effective as of May 10, 2023, all 3,512,277 1,149,273 500,000 526,818 The 500,000 75,000 The 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 7 252,000 3 92,000 indefinite The acquisition produced $ 3,803,293 Transaction costs, except for the equity issuance costs discussed above, were not material and are included in Selling, general and administrative expenses on the Company’s consolidated statement of operations. Intangible assets acquired from IFP were remeasured at June 30, 2023 using the applicable spot rate. From the closing date of the IFP Acquisition through June 30, 2023, the Company recognized approximately $ 1,256,872 5,131,628 4,158,670 805,764 1,537,565 616,800 Pro-Forma Results of Operations The following unaudited pro-forma consolidated results of operations for the year ended June 30, 2023 and 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 Reported Pro forma As Reported Pro Forma Year Ended June 30, 2023 Year Ended June 30, 2022 Reported Pro forma As Reported Pro Forma Revenue $ 1,256,872 $ 1,604,358 $ — $ 1,564,224 Net loss (10,664,555 ) (11,906,109 ) (8,333,976 ) (12,248,340 ) Net loss attributable to Intelligent Bio Solutions Inc. (10,631,720 ) (11,873,274 ) (8,306,051 ) (12,220,415 ) Net loss per share, basic and diluted (10.58 ) (11.82 ) (11.33 ) (13.51 ) |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2023 June 30, 2022 Raw material and work-in-progress $ 419,889 $ — Finished goods 757,518 — Less: provision for inventory obsolescence (197,500 ) — Inventory, net $ 979,907 $ — |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Jun. 30, 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 June 30, 2023 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 359,953 116,525 Goods and services tax receivable 20,418 57,746 Deposits 118,193 46,602 Deferred charges 34,100 - Other receivables 20,127 25,443 Total $ 552,791 $ 746,761 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Jun. 30, 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 June 30, 2023 June 30, 2022 Production equipment $ 30,348 $ — Leasehold improvements 20,069 — Other equipment 27,411 — Construction in progress (CIP) 646,116 391,408 Gross property and equipment 723,944 391,408 Less: accumulated depreciation and amortization (33,769 ) — Property and equipment, net $ 690,175 $ 391,408 The Company recorded an expense of $ 33,769 no During the years ended June 30, 2023 and 2022, the Company incurred a cost of $ 509,416 782,816 50 The following table summarizes the amount of CIP recorded in property and equipment, net on the consolidated balance sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS June 30, 2023 June 30, 2022 Investments in construction in progress $ 1,292,232 $ 782,816 Less: 50% contributed under government grant (646,116 ) (391,408 ) Gross property and equipment $ 646,116 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Jun. 30, 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 June 30, 2023 June 30, 2022 Accounts and other payables $ 1,196,222 $ 715,902 Accruals 777,086 909,187 Deferred consideration * 208,500 — Other 428,220 — Total $ 2,610,028 $ 1,625,089 * Deferred consideration relates to the fair value of $ 208,500 in relation to 500,000 Series C Preferred Stock that are being held back from the IFP Sellers for one year after the IFP Acquisition date to secure potential indemnification claims by the Company against the IFP Sellers. See Note 5 for further details of the IFP Acquisition. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill During the year ended June 30, 2023, the Company’s market capitalization significantly declined and recurring cash burn of the reporting unit and continuous cash support from the parent entity 4.2 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 355,377 Impairment (4,158,670 ) Balance at June 30, 2023 $ — The Company did not have any goodwill during the year ended June 30, 2022. Goodwill resulting from the acquisition of IFP was allocated to the IFPG operating and reportable segment. Other intangible assets Other intangible assets consist of the following as of June 30, 2023: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 7 years $ 5,119,000 $ 603,422 $ 780,500 $ 4,941,922 Customer relationships 3 years 252,000 29,127 70,282 210,845 Trade names and trademarks Indefinite 92,000 10,634 — 102,634 Total intangible assets $ 5,463,000 $ 643,183 $ 850,782 $ 5,255,401 The Company did not have any other intangible assets during the year ended June 30, 2022. Intangibles assets recognized from the acquisition of IFP were allocated to the IFPG operating and reportable segment. During the quarter ended June 30, 2023, the Company performed an analysis on the useful life of its technology asset which resulted in increasing the useful life from 5 years 7 years Expense related to the amortization of other intangible assets for the year ended June 30, 2023, was $ 850,782 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 2024 $ 884,416 2025 884,416 2026 814,135 2027 790,708 2028 790,708 Thereafter 988,384 Total $ 5,152,767 There were no |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 11. 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 payable is based on sales forecast prepared by the management. |
LEASES
LEASES | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
LEASES | NOTE 12. LEASES In relation to the IFP Acquisition, the Company assumed a non-cancelable operating lease agreement. The Company entered into another non-cancelable operating lease that commenced in May 2023. The leases have original lease periods expiring from August 2025 to April 2026. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company did not have any lease during the year ended June 30, 2022. The components of operating lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 Year Ended June 30, Amortization of operating lease right-of-use assets $ 152,251 Interest on operating lease liabilities 68,357 Total operating lease costs $ 220,608 As of June 30, 2023, the weighted average remaining lease-term and discount rate on the Company’s leases were 2.3 13.2 The reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the consolidated balance sheet as of June 30, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2024 $ 295,369 2025 308,749 2026 83,534 Total lease payments 687,652 Less: imputed interest (108,040 ) Present value of lease liabilities $ 579,612 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 13. SHAREHOLDERS’ EQUITY As of June 30, 2023 there were March Warrants (defined below) to purchase 3,270 70,068 2,620 3,177 136,834 150,000 26,478 1,324 32,750 On May 8, 2023, the Company’s stockholders approved the full conversion of all Series C Preferred Stock and an increase in the number of shares authorized for issuance under the 2019 Plan. Subsequently, effective as of May 10, 2023, all 3,512,277 1,149,273 500,000 526,818 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 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 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 14. FAIR VALUE MEASUREMENTS Convertible notes As detailed in Note 5, 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 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 the conversion in May 2023, are included as part of Interest expense in the condensed Consolidated Statements of Operations. None of the changes 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 carried at fair value (Level 3) Balance at June 30, 2022 $ — Fair value of convertible notes at acquisition (Note 5) 1,683,764 Fair value gain on revaluation of convertible notes (1,537,565 ) Effect of foreign currency 220,954 Conversion into Series C Preferred Stock (367,153 ) Balance at June 30, 2023 $ — 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 carried at fair value (Level 2) Balance at June 30, 2022 $ — Fair value of holdback Series C Preferred Stock at acquisition (Note 5) 825,300 Fair value gain on revaluation of holdback Series C Preferred Stock (616,800 ) Balance at June 30, 2023 $ 208,500 The Company did not have assets or liabilities carried at fair value using Level 1 inputs during years ended June 30, 2023 and 2022. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 15. 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 during the years ended June 30, 2023 and 2022. The Company incurred a total cost of $ nil 145,733 During the year ended June 30, 2022, the Company contributed a total of $ 2,600,000 As of June 30, 2023, $ 8,714 9,054 December 2022 Private Placement Approximately 15.10 19,991 13,327 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES During September 2022, the Company entered into a purchase agreement of $ 528,431 105,656 422,625 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 | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | NOTE 17. INCOME TAX The Company computes income taxes using the asset and liability method in accordance with FASB ASC Topic 740, Income Taxes The components of net deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2023 June 30, 2022 Deferred tax assets (liabilities): Net operating loss - U.S. $ 3,914,445 $ 4,321,600 Net operating loss - Foreign 5,347,487 1,682,879 Employee benefits 153,199 59,546 Inventory adjustments 38,034 — Foreign exchange 77,539 — Total deferred tax assets, net 9,530,704 6,064,025 Less: valuation allowance (9,530,704 ) (6,064,025 ) Net deferred taxes $ — $ — Our statutory income tax rate is expected to be approximately 21%. The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Year Ended June 30, 2023 2022 Current $ — $ — Deferred — — Total $ — $ — The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense reported in the accompanying consolidated financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Year Ended June 30, 2023 2022 U.S. federal statutory rate applies to pretax income (loss) $ (2,310,635 ) $ (1,770,915 ) Different tax rate of subsidiary (18,715 ) (106,634 ) Permanent differences 680,221 117,039 Tax benefit on carry forward losses of acquired business (3,289,886 ) — Cumulative adjustment to deferred taxes 1,681,562 1,643,216 Change in state tax rates and other (209,226 ) — Change in valuation allowance (3,466,679 ) (117,294 ) Total $ — $ — As of June 30, 2023, and 2022, the Company had federal and foreign income tax net operating loss carryforwards of approximately $ 44,492,527 27,310,563 |
LOSS PER SHARE
LOSS PER SHARE | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 18. 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. The following outstanding warrants, options 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: SCHEDULE OF ANTI-DILUTIVE WARRANTS 2023 2022 Year Ended June 30, 2023 2022 Warrants - Common stock (March 23 public raise) 3,270 - Warrants - Series A 70,068 70,068 Warrants - Series B 2,620 2,620 Private placement warrants (Dec 2022) 26,478 - Warrants issued to Winx Capital Pty Ltd 1,324 - Warrants issued to underwriters (IPO) 3,177 3,177 Warrants issued to underwriters (March 23 public raise) 32,750 - Pre IPO warrants 136,834 136,834 Warrants issued to LSBD 150,000 150,000 Anti-dilutive 150,000 150,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS External Administrator of LSBD (the Licensor of our SGT and COV2T products), pursuant to a creditors meeting held on July 21, 2023, sent notice to the creditors on July 24, 2023, stating that LSBD has appointed a liquidator on July 21, 2023. Our understanding is that the ownership of the intellectual property rights licensed by us reverts to the University of Newcastle. Accordingly, the Company plans to discuss the future licensing of the SGT products with the University of Newcastle. As of the date of this report, our understanding is the Intellectual property rights have not reverted back to University of Newcastle. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) as of June 30, 2023 and 2022. The consolidated financial statements and notes thereto give retrospective effect to the Reverse Stock Split for all periods presented. All common stock, options exercisable for common stock, restricted stock units, warrants and per share amounts contained in the consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. |
Principles of consolidation | Principles of consolidation These consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Equity offering costs | Equity offering costs The Company complies with the requirements of Accounting Standards Codification (“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. |
Change in accounting principle | Change in accounting principle During the quarter ended June 30, 2023, the Company performed an analysis on the useful life of its technology asset which resulted in increasing the useful life from 5 7 As the result of change in useful life, the amortization expenses for the year ended June 30, 2023 decreased by $ 84,374 0.07 10.58 337,496 485,150 759,366 189,841 |
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 is accounted for under ASC 606 Revenue from Contracts with Customers ● Identify the contract with a customer; ● Identify the performance obligations in the contract; ● Determine the transaction price; ● Allocate the transaction price to performance obligations in the contract; and ● Recognize revenue when or as the Company satisfies a performance obligation. The Company recognized revenue from contracts with customers it 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 year ended June 30, 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 Year Ended June 30, 2023 2022 Sales of goods - cartridges $ 724,304 $ — Sales of goods - readers 335,863 — Other sales 196,705 — Total revenue $ 1,256,872 $ — Other income The other income is mainly comprised of grant income and R&D tax refunds. 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 Accounting for Government Grants and Disclosure of Government Assistance The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant income liability. 646,116 391,408 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 1.4 2.1 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 $ 127,944 51,258 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 as the Company believes that it is probable that the amount will be recovered in full through a future claim. A total of $ 609,684 385,888 |
Development and regulatory approval costs | Development and regulatory approval costs Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the 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 below). 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 rate of exchange in effect on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of the Company is the United States dollar. Foreign currency movements are recognized in other comprehensive loss on the consolidated statement of operations and other comprehensive income (loss) and resulted in a gain of $ 212,639 126,875 |
Income taxes | Income taxes In accordance with the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes As of June 30, 2023, and 2022, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes. The Company accounts for current and deferred income taxes and, when appropriate, deferred tax assets and liabilities are recorded with respect to temporary differences in the accounting treatment of items for financial reporting purposes and for income tax purposes. Where, based on the weight of all available evidence, it is more likely than not that some amount of the recorded deferred tax assets will not be realized, a valuation allowance is established for that amount that, in management’s judgment, is sufficient to reduce the deferred tax asset to an amount that is more likely than not to be realized. |
Cash and Cash equivalent | Cash and Cash equivalent The Company considers all highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents. The carrying values of cash and cash equivalents approximate their fair values due to the short-term nature of these instruments. As of June 30, 2023 and 2022, there were no cash equivalents. The Company maintains cash accounts with financial institutions. At times, balances in these accounts may exceed federally insured limits. The amounts over these insured limits as of June 30, 2023 and 2022 was $ 1,114,687 7,816,077 |
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. |
Account receivable, net and other receivables | Account receivable, net 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 did not recognize bad debt provision during the year ended June 30, 2023 and June 30, 2022. Trade receivables are recognized net of bad debt provision. |
Property, Plant and Equipment (“PPE”) & Construction in Progress (“CIP”) | Property, Plant and Equipment (“PPE”) & Construction in Progress (“CIP”) In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, is stated at cost net of accumulated depreciation and impairment losses, if any. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms: ● Other equipment – 3 ● Production equipment – 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 year ended June 30, 2023, the Company’s market capitalization significantly declined and recurring cash burn of the reporting unit and continuous cash support from the parent entity |
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 definite lived intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Certain of our intangible assets have been assigned an indefinite life as we currently anticipate that these trade names and trademarks will contribute cash flows to the Company indefinitely. Indefinite-lived intangible assets are not amortized, but are evaluated at least annually to determine whether the indefinite useful life is appropriate. |
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. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | |
Employee benefits | Employee benefits The costs of short-term employee benefits are recognized as a liability and an expense, unless those costs are required to be recognized as part of the cost of inventories or non-current assets. The cost of any unused holiday entitlement is recognized in the period in which the employee’s services are received. Termination benefits are recognized immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
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 Topic 260, Earning Per Share Potentially dilutive common shares shall be 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. |
Recent accounting pronouncements | Recent 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. Latest announcement: In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718) (“ASU 2023-13”). This update requires to disclose and present income or loss related to common stock transactions on the face of the income statement, (2) to modify the existing classification and measurement of redeemable preferred shares and redeemable equity-classified shares (3) and modify accounting treatment for stock-based compensation. The FASB has not set an effective date on ASU 2023-03 and adoption is permitted. The Company is currently evaluating the impact of the provisions of ASU 2023-03 on its consolidated financial statement disclosures. Adopted: In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (“ASU 2021-10”). This update requires annual disclosures about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy. Required disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company adopted the provisions of this amendment effective July 1, 2022. There was no significant impact to the consolidated financial statements. Refer to disclosures within grant income in Note 3. In August 2020, the FASB issued 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 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 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. |
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) | 12 Months Ended |
Jun. 30, 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 Year Ended June 30, 2023 2022 Sales of goods - cartridges $ 724,304 $ — Sales of goods - readers 335,863 — Other sales 196,705 — Total revenue $ 1,256,872 $ — |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT | The following table sets forth the Company’s revenue and other income by operating and reportable segment, disaggregated into geographic locations based on sales billed from the respective county, for the years ended June 30, 2023 and 2022, respectively. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue Year Ended June 30, 2023 IFPG SGBP Total United Kingdom $ 1,061,191 $ — $ 1,061,191 Australia 6,491 — 6,491 Other 189,190 — 189,190 Total Revenue $ 1,256,872 — $ 1,256,872 Year Ended June 30, 2023 IFPG SGBP Total Australia $ — 544,010 544,010 United Kingdom 193,618 — 193,618 Total Government Support Income $ 193,618 544,010 $ 737,628 Year Ended June 30, 2022 IFPG SGBP Total Australia $ — 437,146 437,146 United Kingdom — — — Total Government Support Income $ — 437,146 $ 437,146 2023 2022 June 30, 2023 June 30, 2022 Australia $ 761,220 391,408 United Kingdom 475,430 — Total $ 1,236,650 $ 391,408 |
INTELLIGENT FINGERPRINTING LI_2
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Tables) | 12 Months Ended |
Jun. 30, 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 $ 363,500 Note receivable settled for business acquisition 504,938 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 Purchase Consideration of Common Stock and Series C Preferred Stock 825,300 Total purchase price $ 7,224,404 |
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES | The 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 year ended June 30, 2023 and 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 Reported Pro forma As Reported Pro Forma Year Ended June 30, 2023 Year Ended June 30, 2022 Reported Pro forma As Reported Pro Forma Revenue $ 1,256,872 $ 1,604,358 $ — $ 1,564,224 Net loss (10,664,555 ) (11,906,109 ) (8,333,976 ) (12,248,340 ) Net loss attributable to Intelligent Bio Solutions Inc. (10,631,720 ) (11,873,274 ) (8,306,051 ) (12,220,415 ) Net loss per share, basic and diluted (10.58 ) (11.82 ) (11.33 ) (13.51 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES June 30, 2023 June 30, 2022 Raw material and work-in-progress $ 419,889 $ — Finished goods 757,518 — Less: provision for inventory obsolescence (197,500 ) — Inventory, net $ 979,907 $ — |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Jun. 30, 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 June 30, 2023 June 30, 2022 Intelligent Fingerprinting Limited note receivable $ — $ 500,445 Prepayments 359,953 116,525 Goods and services tax receivable 20,418 57,746 Deposits 118,193 46,602 Deferred charges 34,100 - Other receivables 20,127 25,443 Total $ 552,791 $ 746,761 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT June 30, 2023 June 30, 2022 Production equipment $ 30,348 $ — Leasehold improvements 20,069 — Other equipment 27,411 — Construction in progress (CIP) 646,116 391,408 Gross property and equipment 723,944 391,408 Less: accumulated depreciation and amortization (33,769 ) — Property and equipment, net $ 690,175 $ 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 consolidated balance sheets: SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS June 30, 2023 June 30, 2022 Investments in construction in progress $ 1,292,232 $ 782,816 Less: 50% contributed under government grant (646,116 ) (391,408 ) Gross property and equipment $ 646,116 $ 391,408 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Jun. 30, 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 June 30, 2023 June 30, 2022 Accounts and other payables $ 1,196,222 $ 715,902 Accruals 777,086 909,187 Deferred consideration * 208,500 — Other 428,220 — Total $ 2,610,028 $ 1,625,089 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jun. 30, 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 355,377 Impairment (4,158,670 ) Balance at June 30, 2023 $ — |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Other intangible assets consist of the following as of June 30, 2023: SCHEDULE OF OTHER INTANGIBLE ASSETS Weighted average useful lives (years) Acquisition cost Effect of foreign currency Accumulated amortization Carrying value Technology 7 years $ 5,119,000 $ 603,422 $ 780,500 $ 4,941,922 Customer relationships 3 years 252,000 29,127 70,282 210,845 Trade names and trademarks Indefinite 92,000 10,634 — 102,634 Total intangible assets $ 5,463,000 $ 643,183 $ 850,782 $ 5,255,401 |
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 2024 $ 884,416 2025 884,416 2026 814,135 2027 790,708 2028 790,708 Thereafter 988,384 Total $ 5,152,767 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases | |
SCHEDULE OF FINANCE LEASE EXPENSES | The components of operating lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 Year Ended June 30, Amortization of operating lease right-of-use assets $ 152,251 Interest on operating lease liabilities 68,357 Total operating lease costs $ 220,608 |
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES | The reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the consolidated balance sheet as of June 30, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES 2024 $ 295,369 2025 308,749 2026 83,534 Total lease payments 687,652 Less: imputed interest (108,040 ) Present value of lease liabilities $ 579,612 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jun. 30, 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 carried at fair value (Level 3) Balance at June 30, 2022 $ — Fair value of convertible notes at acquisition (Note 5) 1,683,764 Fair value gain on revaluation of convertible notes (1,537,565 ) Effect of foreign currency 220,954 Conversion into Series C Preferred Stock (367,153 ) Balance at June 30, 2023 $ — |
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS | The following table provides a reconciliation of the beginning and ending balance of the holdback Preferred Stock measured at fair value on a recurring basis during the period: SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS Preferred stock carried at fair value (Level 2) Balance at June 30, 2022 $ — Fair value of holdback Series C Preferred Stock at acquisition (Note 5) 825,300 Fair value gain on revaluation of holdback Series C Preferred Stock (616,800 ) Balance at June 30, 2023 $ 208,500 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | The components of net deferred taxes are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2023 June 30, 2022 Deferred tax assets (liabilities): Net operating loss - U.S. $ 3,914,445 $ 4,321,600 Net operating loss - Foreign 5,347,487 1,682,879 Employee benefits 153,199 59,546 Inventory adjustments 38,034 — Foreign exchange 77,539 — Total deferred tax assets, net 9,530,704 6,064,025 Less: valuation allowance (9,530,704 ) (6,064,025 ) Net deferred taxes $ — $ — |
SCHEDULE OF PROVISION FOR INCOME TAXES | Our statutory income tax rate is expected to be approximately 21%. The provision for income taxes consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2023 2022 Year Ended June 30, 2023 2022 Current $ — $ — Deferred — — Total $ — $ — |
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) | The reconciliation between the income tax expense (benefit) calculated by applying statutory rates to net loss and the income tax expense reported in the accompanying consolidated financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Year Ended June 30, 2023 2022 U.S. federal statutory rate applies to pretax income (loss) $ (2,310,635 ) $ (1,770,915 ) Different tax rate of subsidiary (18,715 ) (106,634 ) Permanent differences 680,221 117,039 Tax benefit on carry forward losses of acquired business (3,289,886 ) — Cumulative adjustment to deferred taxes 1,681,562 1,643,216 Change in state tax rates and other (209,226 ) — Change in valuation allowance (3,466,679 ) (117,294 ) Total $ — $ — |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE WARRANTS | The following outstanding warrants, options 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: SCHEDULE OF ANTI-DILUTIVE WARRANTS 2023 2022 Year Ended June 30, 2023 2022 Warrants - Common stock (March 23 public raise) 3,270 - Warrants - Series A 70,068 70,068 Warrants - Series B 2,620 2,620 Private placement warrants (Dec 2022) 26,478 - Warrants issued to Winx Capital Pty Ltd 1,324 - Warrants issued to underwriters (IPO) 3,177 3,177 Warrants issued to underwriters (March 23 public raise) 32,750 - Pre IPO warrants 136,834 136,834 Warrants issued to LSBD 150,000 150,000 Anti-dilutive 150,000 150,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) | 12 Months Ended | |
Feb. 10, 2023 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reverse stock split | 1-for-20 | 1 for 20 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 10,631,720 | $ 8,306,051 | ||
Shareholders' equity | [1] | 3,686,998 | 6,545,771 | $ 15,006,622 |
Working capital deficit | 2,021,124 | |||
Accumulated deficit | 41,807,573 | $ 31,175,853 | ||
Cash and cash equivalents | $ 1,537,244 | |||
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
SCHEDULE OF REVENUE SALES OF RE
SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Product Information [Line Items] | ||
Total revenue | $ 1,256,872 | |
Sales Of Goods Cartidges [Member] | ||
Product Information [Line Items] | ||
Total revenue | 724,304 | |
Sales Of Goods Readers [Member] | ||
Product Information [Line Items] | ||
Total revenue | 335,863 | |
Other Sales [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 196,705 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Earnings per share basic decreased | $ 0.07 | ||
Earnings per share diluted decreased | $ 10.58 | ||
Revenue | $ 1,256,872 | ||
Deferred grant income | $ 4,700,000 | ||
Construction in progress | 646,116 | 391,408 | |
Account receivable, grant | 1,400,000 | 2,100,000 | |
Research and development tax refund | 609,684 | 385,888 | |
Foreign currency translation gain (loss) | 212,639 | 126,875 | |
Cash, FDIC insured amount | $ 1,114,687 | 7,816,077 | |
Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 3 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 | ||
Grant Income [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Other income | $ 127,944 | $ 51,258 | |
Technology Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | 84,374 | ||
Technology Asset [Member] | FY 2024 - 2027 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | 337,496 | ||
Technology Asset [Member] | FY 2028 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | 485,150 | ||
Technology Asset [Member] | FY 2029 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | 759,366 | ||
Technology Asset [Member] | FY 2023 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Amortization expenses | $ 189,841 | ||
Minimum [Member] | Production Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 2 years | ||
Minimum [Member] | Technology Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Technology assets useful life | 5 years | ||
Maximum [Member] | Production Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property plant and equipment useful life | 4 years | ||
Maximum [Member] | Technology Asset [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Technology assets useful life | 7 years |
SCHEDULE OF REVENUE AND OTHER I
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from External Customer [Line Items] | ||
Total Revenue | $ 1,256,872 | |
Total Government Support Income | 737,628 | 437,146 |
Total | 1,236,650 | 391,408 |
UNITED KINGDOM | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 1,061,191 | |
Total Government Support Income | 193,618 | |
Total | 475,430 | |
AUSTRALIA | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 6,491 | |
Total Government Support Income | 544,010 | 437,146 |
Total | 761,220 | 391,408 |
Other Country [Member] | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 189,190 | |
Intelligent Finger printing Products [Member] | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 1,256,872 | |
Total Government Support Income | 193,618 | |
Intelligent Finger printing Products [Member] | UNITED KINGDOM | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 1,061,191 | |
Total Government Support Income | 193,618 | |
Intelligent Finger printing Products [Member] | AUSTRALIA | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 6,491 | |
Total Government Support Income | ||
Intelligent Finger printing Products [Member] | Other Country [Member] | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | 189,190 | |
Saliva Glucose Biosensor Platform [Member] | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | ||
Total Government Support Income | 544,010 | 437,146 |
Saliva Glucose Biosensor Platform [Member] | UNITED KINGDOM | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | ||
Total Government Support Income | ||
Saliva Glucose Biosensor Platform [Member] | AUSTRALIA | ||
Revenue from External Customer [Line Items] | ||
Total Revenue | ||
Total Government Support Income | 544,010 | $ 437,146 |
Saliva Glucose Biosensor Platform [Member] | Other Country [Member] | ||
Revenue from External Customer [Line Items] | ||
Total Revenue |
SCHEDULE OF FAIR VALUE OF THE C
SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION (Details) - USD ($) | 12 Months Ended | |||
Oct. 04, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 08, 2023 | |
Cash | $ 363,500 | |||
Note receivable settled for business acquisition | 504,938 | $ 504,938 | ||
Total purchase price | 7,224,404 | $ 7,224,404 | ||
Series C Preferred Stock Base [Member] | ||||
Purchase Consideration of Common Stock and Series C Preferred Stock | 3,900,373 | |||
Series C Preferred Stock Holdback [Member] | ||||
Purchase Consideration of Common Stock and Series C Preferred Stock | 825,300 | |||
Common Stock [Member] | ||||
Purchase Consideration of Common Stock and Series C Preferred Stock | $ 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 |
Common Stock [Member] | ||
Stock issued during period shares new issues | 148,183 | |
Intelligent Fingerprinting Limited [Member] | ||
Stock issued during period shares new issues | 2,363,003 | |
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 |
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | ||
Stock issued during period shares new issues | 2,963,091 | |
Share price | $ / shares | 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 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES (Details) - USD ($) | Jun. 30, 2023 | May 08, 2023 | 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 | 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 | $ 7,224,404 |
SCHEDULE OF UNAUDITED PRO-FORMA
SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 1,256,872 | |
Net loss | (10,664,555) | (8,333,976) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (10,631,720) | $ (8,306,051) |
Net loss per share, basic and diluted | $ (10.58) | $ (11.33) |
Pro Forma [Member] | ||
Revenue | $ 1,604,358 | $ 1,564,224 |
Net loss | (11,906,109) | (12,248,340) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (11,873,274) | $ (12,220,415) |
Net loss per share, basic and diluted | $ (11.82) | $ (13.51) |
INTELLIGENT FINGERPRINTING LI_3
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Details Narrative) | 12 Months Ended | ||||||||||
May 10, 2023 shares | May 08, 2023 USD ($) shares | Feb. 09, 2023 shares | Oct. 04, 2022 USD ($) $ / shares shares | Oct. 04, 2022 USD ($) $ / shares shares | Oct. 04, 2022 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Oct. 04, 2022 GBP (£) shares | Jun. 30, 2021 shares | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
Note receivable settled for business acquisition | $ 504,938 | $ 504,938 | |||||||||
Equity issuance costs | 518,914 | ||||||||||
Acquired intangible assets | $ 5,463,000 | ||||||||||
Goodwill | $ 3,803,293 | ||||||||||
Revenue | 1,256,872 | ||||||||||
Net loss | (10,631,720) | (8,306,051) | |||||||||
Goodwill impairment | 4,158,670 | ||||||||||
Amortization of other intangible assets | 850,782 | $ 0 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Number of shares post-reverse stock split | shares | 0.15 | ||||||||||
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 | $ 616,800 | ||||||||||
Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||
Shares outstanding | shares | 3,512,277 | ||||||||||
Converted into shares of common stock. | shares | 526,818 | ||||||||||
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 | ||||||||||
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 | [1] | 148,155 | |||||||||
Shares outstanding | shares | [1] | 2,330,399 | 744,495 | 679,106 | |||||||
Lender Preferred Shares [Member] | Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||
Shares outstanding | shares | 1,149,273 | ||||||||||
Closing Holdback Shares [Member] | Series C Preferred Stock [Member] | |||||||||||
Shares outstanding | shares | 500,000 | ||||||||||
Converted into shares of common stock. | shares | 75,000 | ||||||||||
Closing Holdback Shares [Member] | Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||
Shares outstanding | shares | 500,000 | ||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||
Stock issued during period shares new issues | shares | 2,363,003 | ||||||||||
Note receivable settled for business acquisition | $ 504,938 | ||||||||||
Acquired intangible assets | $ 5,463,000 | ||||||||||
Goodwill | 3,803,293 | ||||||||||
Revenue | $ 1,256,872 | ||||||||||
Net loss | 5,131,628 | ||||||||||
Amortization of other intangible assets | 805,764 | ||||||||||
Convertible notes | $ 1,537,565 | ||||||||||
Intelligent Fingerprinting Limited [Member] | Technology-Based Intangible Assets [Member] | |||||||||||
Acquired intangible assets | $ 5,119,000 | ||||||||||
Estimated useful life | 7 years | ||||||||||
Intelligent Fingerprinting Limited [Member] | Customer Relationships [Member] | |||||||||||
Acquired intangible assets | $ 252,000 | ||||||||||
Estimated useful life | 3 years | ||||||||||
Intelligent Fingerprinting Limited [Member] | Trademarks and Trade Names [Member] | |||||||||||
Acquired intangible assets | $ 92,000 | ||||||||||
Weighted average useful lives (years) | indefinite | ||||||||||
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 | $ 1,425,307 | $ 1,425,307 | $ 1,425,307 | £ 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 | 2,963,091 | ||||||||||
Share Exchange Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Preferred stock, par value | $ / 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% | |||||||
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw material and work-in-progress | $ 419,889 | |
Finished goods | 757,518 | |
Less: provision for inventory obsolescence | (197,500) | |
Inventory, net | $ 979,907 |
SCHEDULE OF OTHER CURRENT ASSET
SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Intelligent Fingerprinting Limited note receivable | $ 500,445 | |
Prepayments | 359,953 | 116,525 |
Goods and services tax receivable | 20,418 | 57,746 |
Deposits | 118,193 | 46,602 |
Deferred charges | 34,100 | |
Other receivables | 20,127 | 25,443 |
Total | $ 552,791 | $ 746,761 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 723,944 | $ 391,408 |
Less: accumulated depreciation and amortization | (33,769) | |
Property and equipment, net | 690,175 | 391,408 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 30,348 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 20,069 | |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | 27,411 | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property and equipment | $ 646,116 | $ 391,408 |
SUMMARY OF AMOUNT RECORDED IN T
SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Abstract] | ||
Investments in construction in progress | $ 1,292,232 | $ 782,816 |
Less: 50% contributed under government grant | (646,116) | (391,408) |
Gross property and equipment | $ 646,116 | $ 391,408 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation of property and equipment | $ 33,769 | $ 0 |
Percentage of reimbursement on construction cost | 50% | |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress gross incurred cost | $ 509,416 | $ 782,816 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |||
Accounts and other payables | $ 1,196,222 | $ 715,902 | |
Accruals | 777,086 | 909,187 | |
Deferred consideration | [1] | 208,500 | |
Other | 428,220 | ||
Total | $ 2,610,028 | $ 1,625,089 | |
[1]Deferred consideration relates to the fair value of $ 208,500 |
SCHEDULE OF ACCOUNTS PAYABLE _2
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (Parenthetical) - Intelligent Fingerprinting Limited [Member] - Second Installment [Member] | 12 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Restructuring Cost and Reserve [Line Items] | |
Fair value of held-back shares | $ | $ 208,500 |
No. of held back Series C Preferred Stock | shares | 500,000 |
SCHEDULE OF CARRYING AMOUNT OF
SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance, value | |
Acquisition of IFP | 3,803,293 |
Effect of foreign currency | 355,377 |
Impairment | (4,158,670) |
Balance, value |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | $ 5,463,000 | |
Effect of foreign currency | 643,183 | |
Accumulated amortization technology | 850,782 | |
Carrying value technology | $ 5,255,401 | |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives (years) | 7 years | |
Original cost technology | $ 5,119,000 | |
Effect of foreign currency | 603,422 | |
Accumulated amortization technology | 780,500 | |
Carrying value technology | $ 4,941,922 | |
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 | 29,127 | |
Accumulated amortization technology | 70,282 | |
Carrying value technology | 210,845 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | 92,000 | |
Effect of foreign currency | 10,634 | |
Accumulated amortization technology | ||
Carrying value technology | $ 102,634 | |
Weighted average useful lives (years) | Indefinite |
SCHEDULE OF EXPECTED AMORTIZATI
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Jun. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 884,416 |
2025 | 884,416 |
2026 | 814,135 |
2027 | 790,708 |
2028 | 790,708 |
Thereafter | 988,384 |
Total | $ 5,152,767 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment charges | $ 4,200,000 | ||
Amortization of other intangible assets | 850,782 | $ 0 | |
Impairment charges of goodwill and intangible assets | |||
Technology-Based Intangible Assets [Member] | Minimum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Weighted average useful lives (years) | 5 years | ||
Technology-Based Intangible Assets [Member] | Maximum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Weighted average useful lives (years) | 7 years |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Interest rate, debt | 0.97% |
Gross revenue, rate | 10% |
Subsequent sales to distributor, rate | 50% |
SCHEDULE OF FINANCE LEASE EXPEN
SCHEDULE OF FINANCE LEASE EXPENSES (Details) | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Leases | |
Amortization of operating lease right-of-use assets | $ 152,251 |
Interest on operating lease liabilities | 68,357 |
Total operating lease costs | $ 220,608 |
SCHEDULE OF MATURITIES OF THE F
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details) | Jun. 30, 2023 USD ($) |
Leases | |
2024 | $ 295,369 |
2025 | 308,749 |
2026 | 83,534 |
Total lease payments | 687,652 |
Less: imputed interest | (108,040) |
Present value of lease liabilities | $ 579,612 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Jun. 30, 2023 |
Leases | |
Finance lease remaining lease, term | 2 years 3 months 18 days |
Finance lease, discount rate | 13.20% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||
May 10, 2023 | May 08, 2023 | Mar. 09, 2023 | Dec. 21, 2022 | Oct. 06, 2022 | Oct. 04, 2022 | Oct. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 08, 2023 | Mar. 08, 2023 | Jun. 30, 2021 | ||
Offering expenses | $ 2,550,000 | ||||||||||||||
Share based compensation shares granted | 25,000 | ||||||||||||||
Stock compensation expense | $ 260,000 | $ 260,000 | $ 260,000 | ||||||||||||
Payment of withholding taxes shares | 1,386 | ||||||||||||||
Equity issuance costs | $ 518,914 | ||||||||||||||
Underwriting Agreement [Member] | March Shares [Member] | |||||||||||||||
Warrants exercisable | 569,560 | ||||||||||||||
Number of shares of stock issued | 85,430 | ||||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Stock issued during period new issues, shares | 2,363,003 | ||||||||||||||
Series C Preferred Stock [Member] | IFP Acquisition [Member] | |||||||||||||||
Equity issuance costs | $ 806,397 | ||||||||||||||
Series C Preferred Stock [Member] | One Year Anniversary [Member] | |||||||||||||||
Stock issued during period new issues, shares | 500,000 | ||||||||||||||
Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||||||
Shares outstanding | 3,512,277 | ||||||||||||||
Converted into aggregate shares of common stock. | 526,818 | ||||||||||||||
Warrant [Member] | Underwriting Agreement [Member] | |||||||||||||||
Share price | $ 3.90 | ||||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Stock issued during period new issues, shares | 176,462 | ||||||||||||||
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 during period new issues, shares | 529,386 | ||||||||||||||
Shares issues per share | $ 0.05 | ||||||||||||||
Series B Warrants [Member] | |||||||||||||||
Warrants | 2,620 | ||||||||||||||
Lender Preferred Shares [Member] | Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||||||
Shares outstanding | 1,149,273 | ||||||||||||||
Closing Holdback Shares [Member] | Series C Preferred Stock [Member] | |||||||||||||||
Shares outstanding | 500,000 | ||||||||||||||
Converted into aggregate shares of common stock. | 75,000 | ||||||||||||||
Closing Holdback Shares [Member] | Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||||||
Shares outstanding | 500,000 | ||||||||||||||
March Warrant [Member] | Underwriting Agreement [Member] | |||||||||||||||
Warrants exercisable | 170,868 | ||||||||||||||
Number of shares of stock issued | 25,629 | ||||||||||||||
Warrant [Member] | |||||||||||||||
Warrants exercise price | $ 4.875 | ||||||||||||||
Warrant [Member] | Underwriting Agreement [Member] | |||||||||||||||
Warrants exercisable | 32,750 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Shares outstanding | [1] | 2,330,399 | 744,495 | 679,106 | |||||||||||
Number of shares of stock issued | [1] | 654,990 | |||||||||||||
Warrants exercise price | $ 3.90 | ||||||||||||||
Stock issued during period new issues, shares | 148,183 | ||||||||||||||
Series D Warrants [Member] | Securities Purchase Agreement [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 | ||||||||||||||
Series D Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Warrants exercisable | 26,478 | ||||||||||||||
Warrants exercise price | $ 5.80 | ||||||||||||||
Warrants Common Stock March [Member] | |||||||||||||||
Warrants | 3,270 | ||||||||||||||
Warrants - Series A [Member] | |||||||||||||||
Warrants | 70,068 | 70,068 | |||||||||||||
Warrants Issued to IPO [Member] | |||||||||||||||
Warrants | 3,177 | ||||||||||||||
Pre IPO Warrants [Member] | |||||||||||||||
Warrants | 136,834 | 136,834 | |||||||||||||
Warrants Issued to LSBD [Member] | |||||||||||||||
Warrants | 150,000 | 150,000 | |||||||||||||
Series D Warrants [Member] | |||||||||||||||
Warrants | 26,478 | ||||||||||||||
Warrants Issued to Winx [Member] | |||||||||||||||
Warrants | 1,324 | ||||||||||||||
Representatives Warrants [Member] | |||||||||||||||
Warrants | 32,750 | ||||||||||||||
[1]Common Stock has been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
SCHEDULE OF CONVERTIBLE NOTE LI
SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value gain on revaluation of convertible notes | $ (1,537,565) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at June 30, 2022 | ||
Fair value of convertible notes at acquisition (Note 5) | 1,683,764 | |
Fair value gain on revaluation of convertible notes | (1,537,565) | |
Effect of foreign currency | 220,954 | |
Conversion into Series C Preferred Stock | (367,153) | |
Balance at June 30, 2023 |
SCHEDULE OF PREFERRED STOCK AT
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 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 | $ (616,800) | |
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 | ||
Fair value of holdback Series C Preferred Stock at acquisition (Note 5) | 825,300 | |
Fair value gain on revaluation of hold back Series C Preferred Stock | (616,800) | |
Preferred Stock carried at fair value, ending value | $ 208,500 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - shares | 12 Months Ended | ||
Feb. 09, 2023 | Oct. 04, 2022 | Jun. 30, 2023 | |
Series C Convertible Preferred Stock [Member] | |||
Conversion, shares | 1,149,273 | ||
Series C Preferred Stock [Member] | |||
Number of shares post-reverse stock split | 0.15 | ||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||
Held-back Series C Preferred Stock | 500,000 | ||
Number of shares post-reverse stock split | 0.15 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |||
Development and regulatory approval expenses | $ 507,424 | $ 3,853,919 | |
December 2022 Private Placement [Member] | Chief Financial Officer and Director [Member] | |||
Related Party Transaction [Line Items] | |||
Funds raised, rate | 15.10% | ||
December 2022 Private Placement [Member] | Sakiris [Member] | |||
Related Party Transaction [Line Items] | |||
Investment | $ 19,991 | ||
December 2022 Private Placement [Member] | Kostandas [Member] | |||
Related Party Transaction [Line Items] | |||
Investment | $ 13,327 | ||
Life Science Biosensor Diagnostics Pty Ltd [Member] | |||
Related Party Transaction [Line Items] | |||
Remaining amount payble to related party | 8,714 | 9,054 | |
BiosensX [Member] | |||
Related Party Transaction [Line Items] | |||
Development and regulatory approval expenses | 2,600,000 | ||
General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Costs and expenses, related party | $ 145,733 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | ||
Sep. 30, 2022 | Nov. 30, 2022 | Jun. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase commitments | $ 0 | ||
University of Newcastle [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Remaining payable amount | 847,021 | ||
Amount agreed as per deed of variation with University of Newcastle | $ 847,021 | ||
Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Contract amount as per the agreement to purchase printing machine | $ 528,431 | ||
Advance payment for printing machine | $ 105,656 | ||
Remaining payable amount | $ 422,625 |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss - U.S. | $ 3,914,445 | $ 4,321,600 |
Net operating loss - Foreign | 5,347,487 | 1,682,879 |
Employee benefits | 153,199 | 59,546 |
Inventory adjustments | 38,034 | |
Foreign exchange | 77,539 | |
Total deferred tax assets, net | 9,530,704 | 6,064,025 |
Less: valuation allowance | (9,530,704) | (6,064,025) |
Net deferred taxes |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Current | ||
Deferred | ||
Total |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) (Details) - USD ($) | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate applies to pretax income (loss) | $ (2,310,635) | $ (1,770,915) |
Different tax rate of subsidiary | (18,715) | (106,634) |
Permanent differences | 680,221 | 117,039 |
Tax benefit on carry forward losses of acquired business | (3,289,886) | |
Cumulative adjustment to deferred taxes | 1,681,562 | 1,643,216 |
Change in state tax rates and other | (209,226) | |
Change in valuation allowance | (3,466,679) | (117,294) |
Total |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 44,492,527 | $ 27,310,563 |
SCHEDULE OF ANTI-DILUTIVE WARRA
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Warrants Common Stock March Twenty Three Public Raise [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 3,270 | |
Warrants - Series A [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 70,068 | 70,068 |
Warrants Series B [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 2,620 | 2,620 |
Private Placement Warrants December Two Thousand Twenty Two [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 26,478 | |
Warrants Issued To Winx Capital Pty Ltd [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 1,324 | |
Warrants Issued To Underwriters I P O [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 3,177 | 3,177 |
Warrants Issued To Underwriters March Twenty Three Public Raise [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 32,750 | |
Pre IPO Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 136,834 | 136,834 |
Warrants Issued to LSBD [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive | 150,000 | 150,000 |