Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2023 | Nov. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --06-30 | |
Entity File Number | 001-39825 | |
Entity Registrant Name | Intelligent Bio Solutions Inc. | |
Entity Central Index Key | 0001725430 | |
Entity Tax Identification Number | 82-1512711 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | Intelligent Bio Solutions Inc | |
Entity Address, Address Line Two | 142 West, 57th Street | |
Entity Address, Address Line Three | 11th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (646) | |
Local Phone Number | 828-8258 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | INBS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,734,381 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | |
Current assets: | |||
Cash and cash equivalents | $ 186,401 | $ 1,537,244 | |
Accounts receivable, net | 567,510 | 293,861 | |
Inventories, net | 965,091 | 979,907 | |
Research and development tax incentive receivable | 559,588 | 498,758 | |
Other current assets | 413,305 | 552,791 | |
Total current assets | 2,691,895 | 3,862,561 | |
Property and equipment, net | 664,922 | 690,175 | |
Operating lease right-of-use assets | 471,532 | 546,475 | |
Intangible assets, net | 4,872,141 | 5,255,401 | |
TOTAL ASSETS | 8,700,490 | 10,354,612 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 3,628,797 | 2,610,028 | |
Current portion of operating lease liabilities | 227,414 | 223,447 | |
Current portion of deferred grant income | 2,240,929 | 2,338,057 | |
Current employee benefit liabilities | 406,964 | 358,942 | |
Current portion of notes payable | 341,834 | 353,211 | |
Total current liabilities | 6,845,938 | 5,883,685 | |
Employee benefit liabilities, less current portion | 27,732 | 24,902 | |
Operating lease liabilities, less current portion | 284,028 | 356,165 | |
Notes payable, less current portion | 306,234 | 402,862 | |
Total liabilities | 7,463,932 | 6,667,614 | |
Commitments and contingencies (Note 13) | |||
Shareholders’ equity: | |||
Common stock, $0.01 par value, 100,000,000 shares authorized, 2,330,399 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively | 23,304 | 23,304 | |
Treasury stock, at cost, 1,386 shares as of September 30, 2023 and June 30, 2023, respectively | (14) | (14) | |
Additional paid-in capital | 46,158,763 | 46,158,763 | |
Accumulated deficit | (44,232,777) | (41,807,573) | |
Accumulated other comprehensive loss | (593,512) | (575,496) | |
Total consolidated Intelligent Bio Solutions Inc. equity | 1,355,764 | 3,798,984 | |
Non-controlling interest | (119,206) | (111,986) | |
Total shareholders’ equity | [1] | 1,236,558 | 3,686,998 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 8,700,490 | $ 10,354,612 | |
[1]Common Stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
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 | 2,330,399 |
Common stock, shares outstanding | 2,330,399 | 2,330,399 |
Treasury stock shares | 1,386 | 1,386 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Income Statement [Abstract] | |||
Revenue | $ 796,094 | ||
Cost of revenue (exclusive of amortization shown separately below) | (563,763) | ||
Gross profit | 232,331 | ||
Other income: | |||
Government support income | 109,871 | 311,320 | |
Operating expenses: | |||
Selling, general and administrative expenses | (2,457,060) | (1,450,418) | |
Development and regulatory approval expenses | (103,947) | (79,274) | |
Depreciation and amortization | (307,560) | ||
Total operating expenses | (2,868,567) | (1,529,692) | |
Loss from operations | (2,526,365) | (1,218,372) | |
Other income (expense): | |||
Interest expense | (37,448) | (1,065) | |
Realized foreign exchange loss | (2,247) | ||
Fair value gain on revaluation of financial instrument | 131,250 | ||
Interest income | 139 | 7,606 | |
Total other income | 93,941 | 4,294 | |
Net loss | [1] | (2,432,424) | (1,214,078) |
Net loss attributable to non-controlling interest | (7,220) | (5,785) | |
Net loss attributable to Intelligent Bio Solutions Inc. | (2,425,204) | (1,208,293) | |
Other comprehensive loss, net of tax: | |||
Foreign currency translation loss | [1] | (18,016) | (135,559) |
Total other comprehensive loss | (18,016) | (135,559) | |
Comprehensive loss | (2,450,440) | (1,349,637) | |
Comprehensive loss attributable to non-controlling interest | (7,220) | (5,785) | |
Comprehensive loss attributable to Intelligent Bio Solutions Inc. | $ (2,443,220) | $ (1,343,852) | |
Net loss per share, basic | [2] | $ (1.04) | $ (1.62) |
Net loss per share, diluted | [2] | $ (1.04) | $ (1.62) |
Weighted average shares outstanding, basic | [2] | 2,330,399 | |
Weighted average shares outstanding, diluted | [2] | 2,330,399 | 744,495 |
[1]Common Stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 1 for 20 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Other Comprehensive Loss (Unaudited) (Parenthetical) | 3 Months Ended | |
Feb. 09, 2023 | Sep. 30, 2023 | |
Income Statement [Abstract] | ||
Reverse stock split | 1-for-20 | 1 for 20 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) | 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, 2022 | [1] | $ 7,445 | $ 38,581,465 | $ (31,175,853) | $ (788,135) | $ (79,151) | $ 6,545,771 | |
Balance, shares at Jun. 30, 2022 | [1] | 744,495 | ||||||
Foreign currency translation loss | [1] | (135,559) | (135,559) | |||||
Net loss | [1] | (1,208,293) | (5,785) | (1,214,078) | ||||
Balance at Sep. 30, 2022 | [1] | $ 7,445 | 38,581,465 | (32,384,146) | (923,694) | (84,936) | 5,196,134 | |
Balance, shares at Sep. 30, 2022 | [1] | 744,495 | ||||||
Balance at Jun. 30, 2023 | [1] | $ 23,304 | $ (14) | 46,158,763 | (41,807,573) | (575,496) | (111,986) | 3,686,998 |
Balance, shares at Jun. 30, 2023 | [1] | 2,330,399 | (1,386) | |||||
Foreign currency translation loss | [1] | (18,016) | (18,016) | |||||
Net loss | [1] | (2,425,204) | (7,220) | (2,432,424) | ||||
Balance at Sep. 30, 2023 | [1] | $ 23,304 | $ (14) | $ 46,158,763 | $ (44,232,777) | $ (593,512) | $ (119,206) | $ 1,236,558 |
Balance, shares at Sep. 30, 2023 | [1] | 2,330,399 | (1,386) | |||||
[1]Common Stock and per share amount have been retroactively adjusted to reflect the decreased number of shares resulting from a 1 for 20 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended | |
Feb. 09, 2023 | Sep. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Reverse stock split | 1-for-20 | 1 for 20 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Cash flows from operating activities: | |||
Net loss | [1] | $ (2,432,424) | $ (1,214,078) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 247,598 | ||
Amortization of right-of-use assets | 59,962 | ||
Non-cash loss on foreign currency translation, net | 2,247 | ||
Provision for inventory obsolescence | 67,851 | ||
Non-cash refund of R&D expenditure claims | (33,523) | (60,413) | |
Fair value gain on revaluation of holdback Series C preferred stock | (131,250) | ||
Non-cash other operating activities | 104,485 | 25,035 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (273,649) | ||
Inventories | (53,035) | ||
Grant receivable / deferred grant income | (97,128) | (177,476) | |
Research and development tax incentive receivable | (60,830) | (218,812) | |
Other current assets | 139,486 | (207,104) | |
Accounts and other payables | 1,215,964 | (13,299) | |
Operating lease liabilities | (68,170) | ||
Other long-term liabilities | 2,830 | (29,835) | |
Net cash used in operating activities | (1,311,833) | (1,893,735) | |
Cash flows from investing activities: | |||
Amount invested on construction in progress | (474,891) | ||
Net cash used in investing activities | (474,891) | ||
Effect of foreign exchange rates on cash and cash equivalents | (39,010) | (127,049) | |
Decrease in cash and cash equivalents | (1,350,843) | (2,495,675) | |
Cash and cash equivalents, beginning of period | 1,537,244 | 8,238,301 | |
Cash and cash equivalents, end of period | $ 186,401 | $ 5,742,626 | |
[1]Common Stock and per share amount have 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 | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF THE BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS Business Intelligent Bio Solutions Inc. (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”). INBS and its subsidiaries (collectively, “we,” “us,” “our,” “INBS” or the “Company,” unless context requires or indicates otherwise) were formed to provide a non-invasive, pain free innovative medical devices and screening devices. Our headquarters are in New York, New York. We are a medical technology company focused on developing and delivering intelligent, rapid, non-invasive testing and screening solutions. We operate globally with the objective of providing innovative and accessible solutions that improve the quality of life. 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 9, 2023, a 1-for-20 reverse split of the Company’s common stock (the “Reverse Stock Split”). |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN The Company incurred net losses of $ 2,425,204 1,208,293 1,236,558 4,154,043 44,232,777 The Company anticipates operating losses for the foreseeable future. The Company 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 unaudited condensed consolidated financial statements. The Company expects that its cash and cash equivalents as of September 30, 2023, of $ 186,401 Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully raise additional capital. On October 4, 2023, subsequent to the quarter ended September 30, 2023, the Company raised approximately $ 4.378 3.35 The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended June 30, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2023 (the “2023 Form 10-K”). The unaudited condensed 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 unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. Principles of consolidation These unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant 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. 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 quarter ended September 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 Three Months Ended September 30, 2023 2022 Sales of goods - cartridges $ 380,059 $ — Sales of goods - readers 238,802 — Other sales 177,233 — Total revenue $ 796,094 $ — Other income The other income is mainly comprised of grant income and research and development (“R&D”) tax refund. a) Grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers 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. A total of $ 629,354 646,116 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 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 $ 33,523 60,413 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 $ 76,348 250,907 Development and regulatory approval expenses Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the condensed consolidated statements of operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion above). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the spot rate on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of INBS is the United States dollar. Foreign currency movements resulted in a loss of $ 18,016 135,559 Income taxes In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes As of September 30, 2023, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the unaudited condensed consolidated financial statements. Additionally, the Company had no 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 September 30, 2023 and June 30, 2023, there were no 0 1,114,687 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. Property, Plant and Equipment (PPE) & Construction in Progress (CIP) In accordance with the ASC 360, Property, Plant, and Equipment ● 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 fiscal 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 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 unaudited condensed 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 260, Earning Per Share Potentially dilutive common shares are calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. Recent Accounting Pronouncements The company assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. There were no new material accounting standards issued in 2024 that impacted the Company. 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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 4. SEGMENT INFORMATION 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, we conduct our business through two operating segments: 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 three months ended September 30, 2023. No revenue was recognized during the three months ended September 30, 2022. 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 three months ended September 30, 2023. No revenue was recognized during the three months ended September 30, 2022. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue: IFPG SGBP Total Three Months Ended September 30, 2023 IFPG SGBP Total United Kingdom $ 755,150 $ — $ 755,150 Australia 8,082 — 8,082 Other 32,862 — 32,862 Total Revenue $ 796,094 $ — $ 796,094 B) Other IFPG SGBP Total Three Months Ended September 30, 2023 IFPG SGBP Total Australia $ — $ 64,550 $ 64,550 United Kingdom 45,321 — 45,321 Total Government Support Income $ 45,321 $ 64,550 $ 109,871 IFPG SGBP Total Three Months Ended September 30, 2022 IFPG SGBP Total Australia $ — $ 311,320 $ 311,320 United Kingdom — — — Total Government Support Income $ — $ 311,320 $ 311,320 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: September 30, 2023 June 30, 2023 Australia $ 731,579 $ 761,220 United Kingdom 404,875 475,430 Total $ 1,136,454 $ 1,236,650 |
INTELLIGENT FINGERPRINTING LIMI
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | 3 Months Ended |
Sep. 30, 2023 | |
Intelligent Fingerprinting Limited Acquisition | |
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION | NOTE 5. INTELLIGENT FINGERPRINTING LIMITED ACQUISITION On October 4, 2022, INBS acquired 100% of the outstanding shares of Intelligent Fingerprinting Limited (IFP), a company registered in England and Wales, pursuant to a Share Exchange Agreement, dated October 4, 2022 (the “Share Exchange Agreement”) by and among IFP, the holders of all of the issued shares in the capital of IFP (the “IFP Sellers”) and a representative of the IFP Sellers. IFP owns a portfolio of intellectual property for diagnostic tests and associated technologies, including drug testing through the analysis of fingerprint sweat. The acquisition of IFP has expanded the Company’s platform of rapid, non-invasive diagnostic testing technologies. 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 final 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 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 condensed consolidated statement of operations. Intangible assets acquired from IFP were remeasured at September 30, 2023 and June 30, 2023 using the applicable spot rate. Pro-Forma Results of Operations Unaudited pro-forma consolidated results of operations for the three months ended September 30, 2023 are not required because the results of the acquired business are included in the Company’s results. The following unaudited pro-forma consolidated results of operations for the three months ended September 30, 2022, has been prepared as if the acquisition of IFP had occurred on July 1, 2022 and includes adjustments for amortization related to the valuation of acquired intangibles: SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS As Reported Pro Forma Three Months Ended September 30, 2022 As Reported Pro Forma Revenue $ — $ 347,486 Net loss (1,214,078 ) (2,455,633 ) Net loss attributable to Intelligent Bio Solutions Inc. (1,208,293 ) (2,449,848 ) Net loss per share, basic and diluted (1.62 ) (2.74 ) |
INVENTORIES
INVENTORIES | 3 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of the following: SCHEDULE OF INVENTORIES September 30, 2023 June 30, 2023 Raw material and work-in-progress $ — $ 419,889 Finished goods 1,221,689 757,518 Less: provision for inventory obsolescence (256,598 ) (197,500 ) Inventory, net $ 965,091 $ 979,907 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 3 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | NOTE 7. INTANGIBLE ASSETS, NET Intangible assets, net consist of the following as of September 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 $ 407,724 $ 935,292 $ 4,591,432 Customer relationships 3 years 252,000 20,072 90,691 181,381 Trade names and trademarks Indefinite 92,000 7,328 — 99,328 Total intangible assets $ 5,463,000 $ 435,124 $ 1,025,983 $ 4,872,141 Intangible assets, net consist of the following as of June 30, 2023: 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 Intangibles assets recognized from the acquisition of IFP were allocated to the IFPG operating and reportable segment. Expense related to the amortization of intangible assets for the three months ended September 30, 2023, was $ 175,201 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 Remainder of 2024 $ 641,947 2025 855,929 2026 787,911 2027 765,239 2028 765,239 Thereafter 956,548 Total $ 4,772,813 There were no |
NOTE PAYABLE
NOTE PAYABLE | 3 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 8. NOTE PAYABLE As a result of the acquisition of IFP, the Company assumed a note payable due to a distributor of IFP. The unpaid principal balance of the loan will accrue interest at a rate of 0.97 ● Payments of 10 ● 50 The classification of the notes payables is based on sales forecast prepared by the management. |
LEASES
LEASES | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
LEASES | NOTE 9. 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 three months ended September 30, 2022. The components of lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 2022 Three Months Ended September 30, 2023 2022 Amortization of operating lease right-of-use assets $ 59,962 $ — Interest on operating lease liabilities 21,171 — Total lease costs $ 81,133 $ — As of September 30, 2023, the weighted average remaining lease-term and discount rate on the Company’s leases were 2.1 13.2 The reconciliation of the maturities of the operating leases to the operating lease liabilities recorded in the consolidated balance sheet as of September 30, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES Remainder of 2024 $ 215,434 2025 299,090 2026 81,091 Total lease payments 595,615 Less: present value discount (84,173 ) Lease liabilities $ 511,442 |
SHAREHOLDERS_ EQUITY
SHAREHOLDERS’ EQUITY | 3 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY | NOTE 10. SHAREHOLDERS’ EQUITY As of September 30, 2023, there were warrants outstanding to purchase 426,521 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 11. FAIR VALUE MEASUREMENTS 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, 2023 $ 208,500 Fair value gain on revaluation of holdback Series C Preferred Stock (131,250 ) Balance at September 30, 2023 $ 77,250 The Company did not have assets or liabilities carried at fair value using Level 1 inputs during the three months ended September 30, 2023 and 2022. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12. 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. As of September 30, 2023 and June 30, 2023, $ 0 8,714 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES During November 2022, the Company signed a deed of variation with the University of Newcastle for the research and development of the Saliva Glucose Biosensor. The Company agreed to pay the University of Newcastle $ 847,021 847,021 The Company has no From time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business. Based on information currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, legal matters are inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company. |
LOSS PER SHARE
LOSS PER SHARE | 3 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
LOSS PER SHARE | NOTE 14. 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 September 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 licensor - LSBD 150,000 150,000 Anti-dilutive 150,000 150,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15. SUBSEQUENT EVENTS Subsequent to the quarter ended September 30, 2023, on October 4, 2023, the Company completed a capital raise consisting a total of 2,232,221 5,728,723 7,960,944 five-and-a-half-year 7,960,944 one-and-a-half-year 0.55 4.378 3.35 Subsequent to the quarter ended September 30, 2023, through to November 7, 2023, a total of 4,571,761 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three months ended September 30, 2023, are not necessarily indicative of the results that may be expected for the year ending June 30, 2024. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the fiscal year ended June 30, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 23, 2023 (the “2023 Form 10-K”). The unaudited condensed 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 unaudited condensed consolidated financial statements have been retrospectively adjusted to reflect the Reverse Stock Split for all periods presented. |
Principles of consolidation | Principles of consolidation These unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated. All significant intercompany transactions and balances have been eliminated upon consolidation. |
Equity offering costs | Equity offering costs The Company complies with the requirements of 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. |
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 quarter ended September 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 Three Months Ended September 30, 2023 2022 Sales of goods - cartridges $ 380,059 $ — Sales of goods - readers 238,802 — Other sales 177,233 — Total revenue $ 796,094 $ — Other income The other income is mainly comprised of grant income and research and development (“R&D”) tax refund. a) Grant income On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $ 4.7 Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers 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. A total of $ 629,354 646,116 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 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 $ 33,523 60,413 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 $ 76,348 250,907 |
Development and regulatory approval expenses | Development and regulatory approval expenses Expenditures relating to R&D are expensed as incurred and recorded in development and regulatory approval in the condensed consolidated statements of operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion above). Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred. In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense. |
Foreign currency translation | Foreign currency translation Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the spot rate on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. The functional currency of INBS is the United States dollar. Foreign currency movements resulted in a loss of $ 18,016 135,559 |
Income taxes | Income taxes In accordance with the provisions of the Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes As of September 30, 2023, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the unaudited condensed consolidated financial statements. Additionally, the Company had no 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 September 30, 2023 and June 30, 2023, there were no 0 1,114,687 |
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. |
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 ● 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 fiscal 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 |
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 unaudited condensed 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 | 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 260, Earning Per Share Potentially dilutive common shares are calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities. As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The company assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s financial statements as well as material updates to previous assessments, if any, from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023. There were no new material accounting standards issued in 2024 that impacted the Company. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Sep. 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 Three Months Ended September 30, 2023 2022 Sales of goods - cartridges $ 380,059 $ — Sales of goods - readers 238,802 — Other sales 177,233 — Total revenue $ 796,094 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Sep. 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 three months ended September 30, 2023. No revenue was recognized during the three months ended September 30, 2022. SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT A) Revenue: IFPG SGBP Total Three Months Ended September 30, 2023 IFPG SGBP Total United Kingdom $ 755,150 $ — $ 755,150 Australia 8,082 — 8,082 Other 32,862 — 32,862 Total Revenue $ 796,094 $ — $ 796,094 IFPG SGBP Total Three Months Ended September 30, 2023 IFPG SGBP Total Australia $ — $ 64,550 $ 64,550 United Kingdom 45,321 — 45,321 Total Government Support Income $ 45,321 $ 64,550 $ 109,871 IFPG SGBP Total Three Months Ended September 30, 2022 IFPG SGBP Total Australia $ — $ 311,320 $ 311,320 United Kingdom — — — Total Government Support Income $ — $ 311,320 $ 311,320 September 30, 2023 June 30, 2023 Australia $ 731,579 $ 761,220 United Kingdom 404,875 475,430 Total $ 1,136,454 $ 1,236,650 |
INTELLIGENT FINGERPRINTING LI_2
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Tables) | 3 Months Ended |
Sep. 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 final 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 | Unaudited pro-forma consolidated results of operations for the three months ended September 30, 2023 are not required because the results of the acquired business are included in the Company’s results. The following unaudited pro-forma consolidated results of operations for the three months ended September 30, 2022, has been prepared as if the acquisition of IFP had occurred on July 1, 2022 and includes adjustments for amortization related to the valuation of acquired intangibles: SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS As Reported Pro Forma Three Months Ended September 30, 2022 As Reported Pro Forma Revenue $ — $ 347,486 Net loss (1,214,078 ) (2,455,633 ) Net loss attributable to Intelligent Bio Solutions Inc. (1,208,293 ) (2,449,848 ) Net loss per share, basic and diluted (1.62 ) (2.74 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consist of the following: SCHEDULE OF INVENTORIES September 30, 2023 June 30, 2023 Raw material and work-in-progress $ — $ 419,889 Finished goods 1,221,689 757,518 Less: provision for inventory obsolescence (256,598 ) (197,500 ) Inventory, net $ 965,091 $ 979,907 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER INTANGIBLE ASSETS | Intangible assets, net consist of the following as of September 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 $ 407,724 $ 935,292 $ 4,591,432 Customer relationships 3 years 252,000 20,072 90,691 181,381 Trade names and trademarks Indefinite 92,000 7,328 — 99,328 Total intangible assets $ 5,463,000 $ 435,124 $ 1,025,983 $ 4,872,141 Intangible assets, net consist of the following as of June 30, 2023: 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 Remainder of 2024 $ 641,947 2025 855,929 2026 787,911 2027 765,239 2028 765,239 Thereafter 956,548 Total $ 4,772,813 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Leases | |
SCHEDULE OF FINANCE LEASE EXPENSES | The components of lease expense are as follows: SCHEDULE OF FINANCE LEASE EXPENSES 2023 2022 Three Months Ended September 30, 2023 2022 Amortization of operating lease right-of-use assets $ 59,962 $ — Interest on operating lease liabilities 21,171 — Total lease costs $ 81,133 $ — |
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 September 30, 2023, is as follows: SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES Remainder of 2024 $ 215,434 2025 299,090 2026 81,091 Total lease payments 595,615 Less: present value discount (84,173 ) Lease liabilities $ 511,442 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
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, 2023 $ 208,500 Fair value gain on revaluation of holdback Series C Preferred Stock (131,250 ) Balance at September 30, 2023 $ 77,250 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 3 Months Ended |
Sep. 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 September 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 licensor - LSBD 150,000 150,000 Anti-dilutive 150,000 150,000 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) | 3 Months Ended | |
Feb. 09, 2023 | Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Stockholders' Equity, Reverse Stock Split | 1-for-20 | 1 for 20 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||||
Oct. 04, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Subsequent Event [Line Items] | ||||||
Net loss | $ 2,425,204 | $ 1,208,293 | ||||
Shareholders' equity | [1] | 1,236,558 | $ 5,196,134 | $ 3,686,998 | $ 6,545,771 | |
Working capital deficit | 4,154,043 | |||||
Accumulated deficit | 44,232,777 | 41,807,573 | ||||
Cash and cash equivalents | $ 186,401 | $ 1,537,244 | ||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Gross proceeds from October 2023 capital raise | $ 4,378,000 | |||||
Net proceeds from October 2023 capital raise | $ 3,350,000 | |||||
[1]Common Stock and per share amount have 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 ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||
Total revenue | $ 796,094 | |
Sales of Goods Cartidges [Member] | ||
Product Information [Line Items] | ||
Total revenue | 380,059 | |
Sales of Goods Readers [Member] | ||
Product Information [Line Items] | ||
Total revenue | 238,802 | |
Other Sales [Member] | ||
Product Information [Line Items] | ||
Total revenue | $ 177,233 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Revenue | $ 796,094 | |||
Deferred grant income | $ 4,700,000 | |||
Construction in progress | 629,354 | $ 646,116 | ||
Research and development tax refund | 76,348 | 250,907 | ||
Foreign currency translation gain (loss) | 18,016 | 135,559 | ||
Income tax interest and penalties | 0 | |||
Cash equivalents | 0 | 0 | ||
Cash, FDIC insured amount | $ 0 | 1,114,687 | ||
Impairment charges | $ 4,200,000 | |||
Other Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 3 years | |||
Production Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 2 years | |||
Production Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment useful life | 4 years | |||
Leasehold Improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Property plant and equipment, description | 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 | $ 33,523 | $ 60,413 |
SCHEDULE OF REVENUE AND OTHER I
SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT (Details) - USD ($) | 3 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | |
Revenue from External Customer [Line Items] | |||
Total Revenue | $ 796,094 | ||
Total Government Support Income | 109,871 | 311,320 | |
Total | 1,136,454 | $ 1,236,650 | |
UNITED KINGDOM | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 755,150 | ||
Total Government Support Income | 45,321 | ||
Total | 404,875 | 475,430 | |
AUSTRALIA | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 8,082 | ||
Total Government Support Income | 64,550 | 311,320 | |
Total | 731,579 | $ 761,220 | |
Other Country [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 32,862 | ||
Intelligent Finger printing Products [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 796,094 | ||
Total Government Support Income | 45,321 | ||
Intelligent Finger printing Products [Member] | UNITED KINGDOM | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 755,150 | ||
Total Government Support Income | 45,321 | ||
Intelligent Finger printing Products [Member] | AUSTRALIA | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 8,082 | ||
Total Government Support Income | |||
Intelligent Finger printing Products [Member] | Other Country [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | 32,862 | ||
Saliva Glucose Biosensor Platform [Member] | |||
Revenue from External Customer [Line Items] | |||
Total Revenue | |||
Total Government Support Income | 64,550 | 311,320 | |
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 | 64,550 | $ 311,320 | |
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) | Oct. 04, 2022 USD ($) |
Cash | $ 363,500 |
Note receivable settled for business acquisition | 504,938 |
Total purchase price | 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 Hold back [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) - Intelligent Fingerprinting Limited [Member] | Oct. 04, 2022 $ / shares shares |
Stock issued during period shares new issues | 2,363,003 |
Series C Preferred Stock Hold back [Member] | |
Stock issued during period shares new issues | 500,000 |
Share price | $ / shares | $ 0.5502 |
Common Stock [Member] | |
Stock issued during period shares new issues | 2,963,091 |
Share price | $ / shares | $ 0.5502 |
Series C Preferred Stock Base [Member] | |
Stock issued during period shares new issues | 2,363,003 |
Share price | $ / shares | $ 0.5502 |
SCHEDULE OF ASSETS ACQUIRED AND
SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES (Details) | Oct. 04, 2022 USD ($) |
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 |
SCHEDULE OF UNAUDITED PRO-FORMA
SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS (Details) | 3 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | |
Revenue | |
Net loss | (1,214,078) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (1,208,293) |
Net loss per share, basic and diluted | $ / shares | $ (1.62) |
Pro Forma [Member] | |
Revenue | $ 347,486 |
Net loss | (2,455,633) |
Net loss attributable to Intelligent Bio Solutions Inc. | $ (2,449,848) |
Net loss per share, basic and diluted | $ / shares | $ (2.74) |
INTELLIGENT FINGERPRINTING LI_3
INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Details Narrative) | 3 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 | Sep. 30, 2023 shares | Jun. 30, 2023 shares | Oct. 04, 2022 GBP (£) shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | ||
Note receivable settled for business acquisition | $ | $ 504,938 | ||||||||||
Acquired intangible assets | $ | 5,463,000 | $ 5,463,000 | |||||||||
Goodwill | $ | $ 3,803,293 | $ 3,803,293 | |||||||||
Series C Preferred Stock [Member] | |||||||||||
Number of shares post-reverse stock split | 0.15 | ||||||||||
Reserved for future issuance | 1,649,273 | 1,649,273 | 1,649,273 | ||||||||
Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||
Shares outstanding | 3,512,277 | ||||||||||
Converted into shares of common stock. | 526,818 | ||||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Number of shares post-reverse stock split | 0.15 | 0.15 | |||||||||
Stock issued during period shares acquisitions | 500,000 | ||||||||||
Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | Convertible Loan Holders [Member] | |||||||||||
Stock issued during period shares new issues | 1,149,273 | ||||||||||
Hold Back Series C Preferred Stock [Member] | Share Exchange Agreement [Member] | |||||||||||
Stock issued during period shares acquisitions | 500,000 | ||||||||||
Common Stock [Member] | |||||||||||
Shares outstanding | [1] | 2,330,399 | 2,330,399 | 744,495 | 744,495 | ||||||
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 shares of common stock. | 75,000 | ||||||||||
Closing Holdback Shares [Member] | Series C Preferred Stock [Member] | Stockholders [Member] | |||||||||||
Shares outstanding | 500,000 | ||||||||||
Intelligent Fingerprinting Limited [Member] | |||||||||||
Stock issued during period shares new issues | 2,363,003 | ||||||||||
Note receivable settled for business acquisition | $ | $ 504,938 | ||||||||||
Acquired intangible assets | $ | $ 5,463,000 | ||||||||||
Goodwill | $ | 3,803,293 | ||||||||||
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 | ||||||||||
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 | £ 1,254,270 | ||||||||
Loan bear interest percentage | 17% | 17% | 17% | ||||||||
Loan bear variable interest percentage | 22% | 22% | 22% | ||||||||
Intelligent Fingerprinting Limited [Member] | Common Stock [Member] | |||||||||||
Number of shares post-reverse stock split | 148,183 | ||||||||||
Stock issued during period shares new issues | 2,963,091 | ||||||||||
Share Exchange Agreement [Member] | Series C Convertible Preferred Stock [Member] | |||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||
IFP Acquisition [Member] | Series C Preferred Stock [Member] | |||||||||||
Equity issuance costs | $ | $ 806,397 | ||||||||||
[1]Common Stock and per share amount have 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 ($) | Sep. 30, 2023 | Jun. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw material and work-in-progress | $ 419,889 | |
Finished goods | 1,221,689 | 757,518 |
Less: provision for inventory obsolescence | (256,598) | (197,500) |
Inventory, net | $ 965,091 | $ 979,907 |
SCHEDULE OF OTHER INTANGIBLE AS
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | $ 5,463,000 | $ 5,463,000 |
Effect of foreign currency | 435,124 | 643,183 |
Accumulated amortization technology | 1,025,983 | 850,782 |
Carrying value technology | $ 4,872,141 | $ 5,255,401 |
Technology-Based Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives (years) | 7 years | 7 years |
Original cost technology | $ 5,119,000 | $ 5,119,000 |
Effect of foreign currency | 407,724 | 603,422 |
Accumulated amortization technology | 935,292 | 780,500 |
Carrying value technology | $ 4,591,432 | $ 4,941,922 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average useful lives (years) | 3 years | 3 years |
Original cost technology | $ 252,000 | $ 252,000 |
Effect of foreign currency | 20,072 | 29,127 |
Accumulated amortization technology | 90,691 | 70,282 |
Carrying value technology | 181,381 | 210,845 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original cost technology | 92,000 | 92,000 |
Effect of foreign currency | 7,328 | 10,634 |
Accumulated amortization technology | ||
Carrying value technology | $ 99,328 | $ 102,634 |
Weighted average useful lives (years) | Indefinite | Indefinite |
SCHEDULE OF EXPECTED AMORTIZATI
SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details) | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2024 | $ 641,947 |
2025 | 855,929 |
2026 | 787,911 |
2027 | 765,239 |
2028 | 765,239 |
Thereafter | 956,548 |
Total | $ 4,772,813 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of other intangible assets | $ 175,201 | $ 0 |
Impairment charges of goodwill and intangible assets | $ 0 |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) | 3 Months Ended |
Sep. 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) - USD ($) | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Amortization of operating lease right-of-use assets | $ 59,962 | |
Interest on operating lease liabilities | 21,171 | |
Total lease costs | $ 81,133 |
SCHEDULE OF MATURITIES OF THE F
SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details) | Sep. 30, 2023 USD ($) |
Leases | |
Remainder of 2024 | $ 215,434 |
2025 | 299,090 |
2026 | 81,091 |
Total lease payments | 595,615 |
Less: present value discount | (84,173) |
Lease liabilities | $ 511,442 |
LEASES (Details Narrative)
LEASES (Details Narrative) | Sep. 30, 2023 |
Leases | |
Finance lease remaining lease, term | 2 years 1 month 6 days |
Finance lease, discount rate | 13.20% |
SHAREHOLDERS_ EQUITY (Details N
SHAREHOLDERS’ EQUITY (Details Narrative) | Sep. 30, 2023 shares |
Equity [Abstract] | |
Warrants to purchase common stock | 426,521 |
SCHEDULE OF PREFERRED STOCK AT
SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS (Details) - Fair Value, Inputs, Level 2 [Member] | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock carried at fair value, beginning value | $ 208,500 |
Fair value of holdback Series C Preferred Stock at acquisition (Note 5) | (131,250) |
Preferred Stock carried at fair value, ending value | $ 77,250 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Narrative) - Series C Preferred Stock [Member] - shares | 3 Months Ended | ||
Feb. 09, 2023 | Oct. 04, 2022 | Sep. 30, 2023 | |
Number of shares post-reverse stock split | 0.15 | ||
Share Exchange Agreement [Member] | |||
Held-back Series C Preferred Stock | 500,000 | ||
Number of shares post-reverse stock split | 0.15 | 0.15 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Jun. 30, 2023 | |
Life Science Biosensor Diagnostics Pty Ltd [Member] | ||
Remaining amount payble to related party | $ 0 | $ 8,714 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | |
Nov. 30, 2022 | Sep. 30, 2023 | |
Purchase commitments | $ 0 | |
University of Newcastle [Member] | ||
Amount agreed as per deed of variation with University of Newcastle | $ 847,021 | |
Remaining payable amount | $ 847,021 |
SCHEDULE OF ANTI-DILUTIVE WARRA
SCHEDULE OF ANTI-DILUTIVE WARRANTS (Details) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 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 IPO [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 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Oct. 04, 2023 | Nov. 07, 2023 | Sep. 30, 2023 | Jun. 30, 2023 |
Subsequent Event [Line Items] | ||||
Common stock, shares, issued | 2,330,399 | 2,330,399 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares, issued | 2,232,221 | |||
Warrants issuance date | 5 years 6 months | |||
Gross proceeds from October 2023 capital raise | $ 4,378,000 | |||
Net proceeds from October 2023 capital raise | $ 3,350,000 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Share price | $ 0.55 | |||
Subsequent Event [Member] | Series E Convertible Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued | 5,728,723 | |||
Warrants purchased | 7,960,944 | |||
Convertible preferred stock | 4,571,761 | |||
Subsequent Event [Member] | Series F Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrants purchased | 7,960,944 | |||
Warrants issuance date | 1 year 6 months |