UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No: 2)

(Mark One)

For the fiscal year ended June 30, 2022

or

For the transition period from _____ to _____

Commission File Number 001-39825

INTELLIGENT BIO SOLUTIONS INC.

(Exact name of Registrant as specified in its Charter)

Registrant’s telephone number, including area code: (646) 828-8258

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐  NO ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the voting and non-voting common equity on December 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, held by nonaffiliates, was $17,348,826.

As of March 2, 2023, there were 916,265 of the registrant’s Common Stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Intelligent Bio Solutions Inc., formerly known as GBS Inc. (the “Company,” “we,” “us” or “our”), is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to further amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2022 (the “Original Form 10-K”) and amended on Form 10-K/A filed with the SEC on October 7, 2022.

The purpose of this Amendment is solely to file the consent of our independent registered public accounting firm (the “Auditor Consent”), which was inadvertently omitted from the Original Form 10-K. The Auditor Consent, which is filed herewith as Exhibit 23.1, does not change any previously reported financial results of operations contained in the Original Form 10-K. The cover page of this Amendment also reflects (i) the Company’s new name, Intelligent Bio Solutions Inc., and trading symbol (INBS), which changed since the filing of the Original Form 10-K, (ii) an updated address of the Company, and (iii) the number of shares of the Company issued and outstanding as of March 2, 2023.

Pursuant to the rules of the SEC, Item 15 of Part IV has been amended to include the Auditor Consent (Exhibit 23.1) and the currently dated certifications of the Company’s principal executive officer and principal financial officer (Exhibits 31.3 and 31.4) required under Section 302 of the Sarbanes-Oxley Act of 2002.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

*Indicates management contract or compensatory plan.

# Filed with the original 10-K.

** Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.