0001493152-23-016436 | 10-Q | XBRL Viewer | Intelligent BIO Solutions INC

(67,482)

Series B warrants exercised to purchase common shares

(1,432,652)

(5,188)

(1,437,840)

Series B warrants exercised to purchase common shares, shares

Conversion of convertible preferred shares into common shares

$ (13,000)

$ 650

12,350

Conversion of convertible preferred shares into common shares, shares

(1,300,000)

65,000

Balance at Sep. 30, 2021

$ 7,441

38,581,469

(24,302,455)

(728,742)

(56,414)

13,501,299

Balance, shares at Sep. 30, 2021

744,126

Balance at Jun. 30, 2021

^[1]

$ 13,000

$ 6,791

38,569,119

(22,869,803)

(661,260)

(51,226)

15,006,621

Balance, shares at Jun. 30, 2021

^[1]

1,300,000

679,106

(57,334)

Balance, shares at Mar. 31, 2022

(6,245,796)

Balance at Mar. 31, 2022

$ 7,445

38,581,465

(29,097,699)

(718,594)

(69,126)

8,703,491

744,495

Balance at Sep. 30, 2021

$ 7,441

38,581,469

(24,302,455)

(728,742)

(56,414)

13,501,299

Balance, shares at Sep. 30, 2021

744,126

7,355

Balance, shares at Dec. 31, 2021

(3,459,998)

(3,825)

(3,463,823)

Balance at Dec. 31, 2021

$ 7,441

38,581,469

(27,762,453)

(721,387)

(60,239)

10,044,831

744,126

2,793

Series B warrants exercised to purchase common shares

(1,335,246)

(8,887)

(1,344,133)

(4)

Balance at Mar. 31, 2022

$ 7,445

38,581,465

(29,097,699)

(718,594)

(69,126)

8,703,491

Balance, shares at Mar. 31, 2022

744,495

Balance at Jun. 30, 2022

$ 7,445

38,581,465

(31,175,853)

(788,135)

(79,151)

6,545,771

Balance, shares at Jun. 30, 2022

744,495

(135,559)

Balance, shares at Sep. 30, 2022

(1,208,293)

(5,785)

(1,214,078)

Balance at Sep. 30, 2022

$ 7,445

38,581,465

(32,384,146)

(923,694)

(84,936)

5,196,134

744,495

Balance at Jun. 30, 2022

$ 7,445

38,581,465

(31,175,853)

(788,135)

(79,151)

6,545,771

Balance, shares at Jun. 30, 2022

744,495

148,251

Balance, shares at Mar. 31, 2023

(7,993,166)

Balance at Mar. 31, 2023

$ 25,395

$ 16,855

$ (14)

45,772,664

(39,148,652)

(639,884)

(99,518)

5,926,846

2,539,465

1,685,467

(1,386)

Balance at Sep. 30, 2022

$ 7,445

38,581,465

(32,384,146)

(923,694)

(84,936)

5,196,134

Balance, shares at Sep. 30, 2022

744,495

361,597

Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs

(420,600)

(6,471)

(427,071)

$ 23,630

$ 1,482

4,699,158

4,724,270

Issuance of Series C preferred stock and common stock for acquisition, net of issuance costs, shares

2,363,003

148,155

Issuance of Series D preferred stock, net of issuance costs

$ 1,765

160,695

162,460

Issuance of Series D preferred stock, net of issuance costs, shares

176,462

Stock awards issued to employees

$ 250

259,750

260,000

Stock awards issued to employees, shares

25,000

Payment of tax withholding for employee stock awards

$ (14)

(14,393)

(14,407)

Payment of tax withholding for employee stock awards, shares

(1,386)

Balance at Dec. 31, 2022

$ 25,395

$ 9,177

$ (14)

43,686,675

(32,804,746)

(562,097)

(91,407)

10,262,983

Balance, shares at Dec. 31, 2022

2,539,465

917,650

(1,386)

(77,787)

Reverse stock split rounding adjustment

(6,343,906)

(8,111)

(6,352,017)

$ 112

(112)

Reverse stock split rounding adjustment, shares

11,250

Issuance of common stock and warrants, net of issuance costs

$ 6,550

2,087,117

2,093,667

Issuance of common stock and warrants, net of issuance costs, shares

654,990

Issuanceof common stock upon cashless exercise of warrants

$ 1,016

(1,016)

Issuanceof common stock upon cashless exercise of warrants, shares

101,577

Balance at Mar. 31, 2023

$ 25,395

$ 16,855

$ (14)

$ 45,772,664

$ (39,148,652)

$ (639,884)

$ (99,518)

$ 5,926,846

Balance, shares at Mar. 31, 2023

2,539,465

1,685,467

(1,386)

[1]	Include adjustments for effect of reverse stock split

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (7,993,166)	$ (6,245,796)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	702,487
Depreciation on leased assets	94,171
Non-cash loss on foreign currency translation, net	8,936	3,094
Provision for inventory write-off	186,834
Goodwill impairment	4,096,490
Share-based compensation	260,000
Non-cash research and development charge		2,600,000
Non-cash refund of R&D expenditure claims	(125,128)	(177,035)
Fair value gain on revaluation of convertible notes	(1,455,078)
Fair value gain on revaluation of holdback Series C Preferred Stock	(607,800)
Non-cash other operating activities		(121,254)
Changes in operating assets and liabilities:
Accounts receivable	(296,049)
Inventories	(74,866)
Grant receivable/deferred grant income	(213,543)	1,828,891
Research and development tax incentive receivable	(225,408)	843,857
Other current assets	(187,273)	146,854
Accounts and other payables	(937,960)	(514,896)
Accounts payable - related party		(13,323)
Other long-term liabilities	(25,687)	14,779
Net cash used in operating activities	(6,793,040)	(1,634,829)
Cash flows from investing activities:
Cash acquired from business acquisition	174,481
Cash payment for business acquisition	(181,750)
Amount invested on capital work in progress	(505,123)	(177,208)
Net cash used in investing activities	(512,392)	(177,208)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants	2,554,463
Proceeds from issuance of preferred stock	220,578
Payment of equity issuance costs - others	(464,727)
Payment of equity issuance costs relating to acquisition of IFP	(806,397)
Payment of tax withholding for employee stock awards	(14,407)
Payment of finance lease liabilities	(100,297)
Net cash provided by financing activities	1,389,213
Effect of foreign exchange rates on cash and cash equivalents	(41,538)	(5,559)
Decrease in cash and cash equivalents	(5,957,757)	(1,817,596)
Cash and cash equivalents, beginning of period	8,238,301	12,573,685
Cash and cash equivalents, end of period	2,280,544	10,756,089
Non-cash investing and financing activities
Shares issued for business acquisition	5,530,667
Note receivable settled for business acquisition	504,938
Deferred consideration payable for business acquisition	399,250
Equity issuance costs in accounts payable and accrued expenses	54,187
Conversion of preferred shares into common shares		$ 13,000

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

9 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

NOTE 1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

Business

Intelligent Bio Solutions Inc. (“INBS”) (formerly known as GBS Inc.), and its wholly owned Delaware subsidiary, GBS Operations Inc. were each formed on December 5, 2016, under the laws of the state of Delaware. Our Australian subsidiary Intelligent Bio Solutions (APAC) Pty Ltd (formerly known as Glucose Biosensor Systems (Greater China) Pty Ltd) was formed on August 4, 2016, under the laws of New South Wales, Australia and was renamed to Intelligent Bio Solutions (APAC) Pty Ltd on January 6, 2023. On October 4, 2022, INBS acquired Intelligent Fingerprinting Limited (“IFP”), a company registered in England and Wales (the “IFP Acquisition”). The Glucose Biosensor System (Japan) Pty Ltd and Glucose Biosensor System (APAC) Pty Ltd, were deregistered on January 6, 2023, and June 9, 2022, respectively. INBS and its subsidiaries (collectively, “we,” “us,” “our,” “INBS” or the “Company,” unless context requires or indicates otherwise) were formed to provide a non-invasive, pain free innovative medical devices and screening devices. Our headquarters are in New York, New York.

We are a medical technology company delivering intelligent, rapid, non-invasive testing solutions for patients and their primary health practitioners at point of care. We operate globally with an objective to deliver intelligent pain free diagnostic tests.

Our current product portfolio includes:

●

A proprietary portable drug screening system that works by analyzing fingerprint sweat using a one-time cartridge and portable handheld reader. The system comprises of commercially available non-invasive sweat-based fingerprint diagnostics testing products (the “IFP products”) that currently detect opioids, cocaine, methamphetamines, benzodiazepines, cannabis, methadone, buprenorphine, and amphetamine. Customers include safety-critical industries such as construction, transportation and logistics firms, along with drug treatment organizations in the rehabilitation sector, and judicial organizations.

●

A development stage range of biosensor based biosensor based Point of Care diagnostic tests (“POCT”) that are developed in the modalities of clinical chemistry, immunology, tumor markers, allergens, and endocrinology. Our flagship product candidate is the Saliva Glucose Biosensor (“SGB”), a POCT expected to substitute the finger pricking invasive blood glucose monitoring for diabetic patients. These tests stem from the Biosensor Platform that we license, across the Asia Pacific Region from Life Science Biosensor Diagnostics Pty Ltd (“LSBD” or “the Licensor”). The Biosensor Platform is capable of detecting multiple biological analytes by substituting the GOX enzyme with a suitable alternative for each analyte.

Reverse Stock Split

At the annual meeting of the Company’s stockholders held on February 8, 2023 (the “Annual Meeting”), the stockholders of the Company approved an amendment to the Company’s amended and restated certificate of incorporation (the “Amendment”) to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-35 at any time within 12 months following the date of stockholder approval, with the exact ratio to be set within this range by the Company’s Board of Directors (the “Board”) at its sole discretion without further approval or authorization of our stockholders. Pursuant to such authority granted by the Company’s stockholders, on February 8, 2023, the Board approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock and the filing of the Amendment to effectuate the Reverse Stock Split.

On February 9, 2023, the Company filed the Amendment in order to effect 1-for-20 reverse stock split of the Company’s common stock. The Reverse Stock Split was effective at 4:05 p.m., Eastern Time, on February 9, 2023, at which time every twenty shares of the Company’s issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders of record who were otherwise entitled to receive a fractional share instead received one whole share in lieu of a fractional share. The par value of the Company’s common stock and the number of authorized shares of the common stock were not affected by the Reverse Stock Split. The Company’s common stock began trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market at the open of the markets on February 10, 2023. The Reverse Stock Split was implemented for the purpose of regaining compliance with the minimum bid price requirement for continued listing of the Company’s common stock on the Nasdaq Capital Market.

As a result of the Reverse Stock Split, the number of shares of common stock outstanding was reduced from approximately 18,325,289 shares (excluding treasury shares) as of February 8, 2023, to approximately 916,265 shares (excluding treasury shares, and subject to the rounding up of fractional shares), and the number of authorized shares of common stock remained at 100 million shares. In order reflect the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all outstanding stock options, restricted stock unit awards and warrants (including the Series D Warrants, Winx Warrants and March Warrants (each as defined below)), which resulted in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock unit awards and warrants, and, in the case of stock options and warrants, a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares of common stock issuable upon conversion of the Company’s Series C Preferred Stock and Series D Preferred Stock, as well as any applicable conversion ratios and terms, were also adjusted in proportion to the reverse split ratio of the Reverse Stock Split (subject to adjustment for fractional interests).

Unless otherwise indicated, all authorized, issued, and outstanding stock and per share amounts contained in the accompanying condensed consolidated financial statements have been adjusted to reflect the 1-for-20 Reverse Stock Split for all prior periods presented; and all amounts relating to our common stock in connection with the conversion or exercise of our preferred stock and warrants (including with regard to conversion prices and exercise prices) have been adjusted to reflect the 1-for-20 Reverse Stock Split.

LIQUIDITY

9 Months Ended

Mar. 31, 2023

Liquidity

LIQUIDITY

NOTE 2. LIQUIDITY

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern (ASC 205-40) requires management to assess an entity’s ability to continue as a going concern within one year of the date of the financial statements are issued. In each reporting period, including interim periods, an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued.

On March 8, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative (the “Representative”) of the underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “March 2023 Offering”) of shares of the Company’s Common Stock (the “March Shares”) and warrants to purchase shares of Common Stock (the “March Warrants”). Each of the March Shares was sold in combination with an accompanying one-third Warrant. The combined purchase price for each March Share and accompanying March Warrant was $3.90 and the Underwriters agreed to purchase 569,560 March Shares and March Warrants to purchase 170,868 shares of common stock. On March 9, 2023, the Representative fully exercised an over-allotment option under the Underwriting Agreement and purchased an additional 85,430 March Shares and additional March Warrants to purchase 25,629 shares of Common Stock. The March 2023 Offering closed on March 10, 2023.

The March 2023 Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April 8, 2022. The gross proceeds, before deducting underwriting discounts and commissions and other March 2023 Offering expenses, was approximately $2.55 million. As part of the Representative’s compensation, the Company issued to the Representative unregistered warrants (the “Representative’s Warrants”) to purchase 32,750 shares of common stock, which warrants have an exercise price of $4.875 per share (125% of the public offering price per share and accompanying warrant) and will terminate on March 8, 2028. The March Warrants have, (i) an exercise price of $3.90 per share of Common Stock, (ii) a cashless exercise option for a net number of shares of Common Stock determined according to the formula set forth in the March Warrant or (iii) an alternate cashless exercise option (beginning on or after the initial exercise date), to receive an aggregate number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise and (y)1.00. Each whole March Warrant entitles the holder thereof to purchase 1 share of Common Stock. The March Warrants are exercisable upon issuance and will expire on March 10, 2028. The exercise price and the number of shares of Common Stock issuable upon exercise of the March Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

On December 21, 2022, the Company entered into a Securities Purchase Agreement (the “December 2022 Purchase Agreement”) with 14 investors (the “Series D Investors”), pursuant to which the Company agreed to issue and sell to the Series D Investors in a Regulation S private placement (the “December 2022 Private Placement”) (i) 176,462 shares of the Company’s Series D Convertible Preferred Stock, par value $0.01 per share (the “Series D Preferred Stock”), with each share of Series D Preferred Stock convertible into 0.15 shares of Common Stock (subject to adjustment upon the occurrence of specified events); and (ii) 529,386 warrants (the “Series D Warrants”), with each Series D Warrants representing the right to purchase 0.05 shares of common stock (subject to adjustment upon the occurrence of specified events). An additional 26,469 warrants to purchase shares of common stock were issued to Winx Capital Pty Ltd., the placement agent for the December 2022 Private Placement (the “Winx Warrants”), with each Winx Warrant representing the right to purchase 0.05 shares of common stock (subject to adjustment upon the occurrence of specified events). The Series D Warrants have an exercise price of $5.80 per share (subject to adjustment) and expire June 22, 2028. The Winx Warrants have an exercise price of $10.40 per share (subject to adjustment) and expire five years following the effective date of a registration statement covering the resale of common stock underlying the Series D Preferred Stock acquired by the Series D Investors. The Series D Preferred Stock and Series D Warrants were sold together as a unit (“Unit”), with each Unit consisting of one share of Series D Preferred Stock and three Series D Warrants. The purchase price for the Units was $1.25 per Unit. The Unit offering price and the Series D Warrants exercise price were priced above the Nasdaq “Minimum Price” as that term is defined in Nasdaq Rule 5635(d)(1). The shares of Series D Preferred Stock are convertible into an aggregate of 26,464 shares of Common Stock following shareholder approval of such conversion and without the payment of additional consideration. The Series D Warrants are exercisable for an aggregate of 26,478 shares of Common Stock and the Winx Warrants are exercisable for an aggregate of 1,324 shares of Common Stock. The December 2022 Private Placement closed on December 22, 2022. See Note 21 for information and disclosures relating to the conversion of the Series D Preferred Stock.

The Company is an emerging growth company and has not generated sufficient revenues to date. As such, the Company is generally subject to the risks associated with emerging growth companies. Since inception, the Company has incurred losses and negative cash flows from operating activities. The Company does not expect to generate positive cash flows from operating activities in the near future until such time, if at all, the Company completes the development process of its products, including regulatory approvals, and thereafter, begins to commercialize and achieve substantial acceptance in the marketplace for the first of a series of products in its medical device portfolio.

The Company incurred a net loss of $6,343,906 and $7,972,799 for the three and nine months ended March 31, 2023, respectively (net loss of $1,335,246 and $6,227,896 for the three and nine months ended March 31, 2022). As of March 31, 2023, the Company has shareholders’ equity of $5,926,846, working capital of $887,136, and an accumulated deficit of $39,148,652.

In the near future, the Company anticipates incurring operating losses and does not expect to generate positive cash flows from operating activities and may continue to incur operating losses until it completes the development of its products and seek regulatory approvals to market such products.

The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise a substantial doubt about its ability to continue as going concern within one year after the date of release of the condensed consolidated financial statements. The Company expects that its cash and cash equivalents as of March 31, 2023, of $2,280,544, will be insufficient to allow the Company to fund its current operating plan through at least the next twelve months from the issuance of these financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date these financial statements are issued. Accordingly, the Company will be required to raise additional funds during the next 12 months. The Company is currently evaluating raising additional funds through private placements and/or public equity financing. However, there can be no assurance that, in the event that the Company requires additional financing, such financing will be available on terms which are favorable to the Company, or at all. If the Company is unable to raise additional funding to meet its working capital needs in the future, it will be forced to delay or reduce the scope of its research programs and/or limit or cease its operations. In addition, the entity may be unable to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern unless it can successfully raise additional capital.

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 ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, our unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete financial statements. Normal and recurring adjustments considered necessary for a fair statement of the results for the interim periods, in the opinion of the Company’s management, have been included. Operating results for the three and nine months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the year ending June 30, 2023. The accompanying unaudited condensed consolidated financial statements and related footnote disclosures should be read in conjunction with the consolidated financial statements and notes thereto included in our Form 10-K for the year ended June 30, 2022, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 22, 2022 and amended on Form 10-K/A filed with the SEC on October 7, 2022, and March 6, 2023 (as amended, the “2022 Form 10-K”).

Principles of consolidation

These unaudited condensed consolidated financial statements include the accounts of the Company, all wholly owned and majority-owned subsidiaries in which the Company has a controlling voting interest and, when applicable, variable interest entities in which the Company has a controlling financial interest or is the primary beneficiary. Investments in affiliates where the Company does not exert a controlling financial interest are not consolidated.

All significant intercompany transactions and balances have been eliminated upon consolidation.

Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss

The Company previously included $123,800 of labor costs in selling and administrative expenses within the condensed consolidated statement of operations and other comprehensive loss for the six-month period ended December 31, 2022. These costs have been reclassified as cost of revenue during the three-month period ended March 31, 2023, as an out of period adjustment. The Company evaluated this inconsistency and the impact to previously issued interim financial statements and concluded that the adjustments and the impact of this classification inconsistency is not material to any previously issued quarterly financial statements. To improve the consistency and comparability of the financial statements, management has recorded an out-of-period adjustment during the three months period ended March 31, 2023. This reclassification adjustment did not have any impact on loss from operations, net income, and earnings per common share.

Equity offering costs

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized as deferred offering costs on the consolidated balance sheets. The deferred offering costs will be charged to shareholders’ equity upon the completion of the related offering.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates.

Business combinations

The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. The allocation of the purchase price in a business combination requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations.

Revenue recognition

Revenue from contracts with customers is recognized when, or as, the Company satisfies its performance obligations by delivering the promised goods or service deliverables to the customers. A good or service deliverable is transferred to a customer when, or as, the customer obtains control of that good or service deliverable.

Financial information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating resources and evaluating financial performance. Currently, the Company has two products offerings. Accordingly, the Company has determined the following reporting segments (Refer to Note 4, Segment Information):

	1)	Commercially available Intelligent Fingerprinting Products (IFPG)
	2)	Development Stage Saliva Glucose Biosensor Platform (SGBP)

Revenues are used to evaluate the performance of the Company’s segments, the progress of major initiatives and the allocation of resources. All of the Company’s revenues, are attributable to the IFPG segment during the three and nine months ended March 31, 2023. There were no revenues during the three and nine months ended March 31, 2022.

Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows:

	2023		2022		2023		2022		2021
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022		2021
Sales of goods - cartridges	$	252,682	$	—	$	467,043	$	—	$	—
Sales of goods - readers		134,366		—		237,554		—		—
Other sales		70,010		—		109,140		—		—
Total revenue	$	457,058	$	—	$	813,737	$	—	$	—

Other income

The other income mainly comprised of grant income and R&D tax refund.

a) Grant income

On June 30, 2021, the Company executed a definitive grant agreement with the Australian Government to assist with building a manufacturing facility. The grant has a total value of up to $4.7 million upon the achievement of certain milestones until March 28, 2024. Proceeds from the grant will be used primarily to reimburse the Company for costs incurred in the construction of the manufacturing facility.

Accounting for the grant does not fall under ASC 606, Revenue from Contracts with Customers, as the Australian Government will not benefit directly from our manufacturing facility. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities, we applied International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for the Australian Government grant to the Company.

The Australian Government grant proceeds, which will be used to reimburse construction costs incurred, meet the definition of grants related to assets as the primary purpose for the payments is to fund the construction of a capital asset. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income that is recognized in the statement of operation on a systematic basis over the useful life of the asset or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. The Company has elected to record the grants received initially as deferred income and deducting the grant proceeds received from the gross costs of the assets or construction in progress (“CIP”) and the deferred grant income liability.

Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met, and the grant will be received. As of June 30, 2021, management concluded that there was reasonable assurance the grant conditions will be met, and all milestone payment received. The total grant value of $4.7 million was recognized as both a grant receivable and deferred grant income on the grant effective date. The grant receivable was reduced by $2.1 million for payments received during the year ended June 30, 2022 (no payments were received during the three or nine months ended March 31, 2023). The project has been delayed due to global shortages of semiconductors that are used in manufacturing equipment and global supply chain disruption due to covid in the preceding year. The Company has only completed 4 of the 8 milestones in the grant agreement. As of March 31, 2023, there is uncertainty regarding the potential extension of the grant agreement past its original end of March 28, 2024. Therefore, management concluded that there is no reasonable assurance that the grant receivable recognized will be received.

Accordingly, during the three months ended March 31, 2023, the Company reversed $2.5 million of the grant receivable and corresponding $2.5 million of the deferred income liability in accordance with IAS 20.

After initial recognition, under IAS 20, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. Further, IAS 20 permits for recognition in earnings either separately under a general heading such as other income, or as a reduction of the cost of the asset. The Company has elected to recognize government grant income separately within other income for operating expenditures. Similarly, for capital expenditures, the carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP and deferred grant income liability. A total of $26,576 and $125,128 deferred grant income was recognized within other income during the three and nine months ended March 31, 2023, respectively. Deferred grant income recognized within other income during the three and nine months ended March 31, 2022, was $147,865 and $179,264, respectively.

b) R&D tax refund

The Company measures the R&D grant income and receivable by considering the time spent by employees on eligible R&D activities and R&D costs incurred to external service providers. The R&D tax refund receivable is recognized when it is probable that the amount will be recovered in full through a future claim. A total of $91,104 and $573,497 of R&D tax refund income was recognized in other income during the three and nine months ended March 31, 2023, respectively. R&D tax refund income was $35,206 and $181,598 during the three and nine months ended March 31, 2022, respectively.

Development and regulatory approval expenses

Expenditures relating to research and development (“R&D”) are expensed as incurred and recorded in development and regulatory approval in the condensed consolidated statements of operations and Other Comprehensive Loss. R&D expenses include external expenses incurred under arrangements with third parties; salaries and personnel-related costs; license fees to acquire in-process technology and other expenses. The Company recognizes the benefit of refundable R&D tax refunds as a R&D tax refund income when there is reasonable assurance that the amount claimed will be recovered (refer to the R&D tax refund discussion above).

Intellectual property acquired for a particular research and development project and that have no alternative future uses (in other research and development projects or otherwise) are expensed in research and development costs at the time the costs are incurred.

In certain circumstances, the Company may be required to make advance payments to vendors for goods or services that will be received in the future for use in R&D activities. In such circumstances, the non-refundable advance payments are deferred and capitalized, even when there is no alternative future use for the R&D, until the related goods or services are provided. In circumstances where amounts have been paid in excess of costs incurred, the Company records a prepaid expense.

Foreign currency translation

Assets and liabilities of foreign subsidiaries are translated from local (functional) currency to reporting currency (U.S. dollar) at the spot rate on the consolidated balance sheets date; income and expenses are translated at the average rate of exchange prevailing during the year. Foreign currency movements resulted in a loss of $77,787 and a gain of $148,251 for the three and nine months ended March 31, 2023, respectively. Foreign currency movements resulted in a gain of $2,793 and a loss of $57,334 for the three and nine months ended March 31, 2022, respectively.

Income taxes

In accordance with the provisions of FASB ASC 740, Income Taxes, tax positions initially need to be recognized in the consolidated financial statements when it is more likely than not that the positions will be sustained upon examination by taxing authorities. It also provides guidance for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As of March 31, 2023, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the consolidated financial statements. Additionally, the Company had no interest and penalties related to income taxes.

Licensing rights

During the first quarter of the fiscal year ended June 30, 2020, the Company purchased the license right procurement assets from LSBD for an amount of $976,308 in relation to the development and approval process for the Glucose Biosensor Technology in the Asia-Pacific (APAC) region. The Company recorded the license at the historical carrying value in the books of LSBD which was $nil and recorded the amount paid as a deemed dividend. The Company has agreed to pay royalties of sales & milestones payments as defined.

On September 12, 2019, the Company entered into an amended and restated license agreement for Saliva Biosensor Technology. On June 23, 2020, the Company entered into a license agreement with LSBD for the worldwide rights to SARS-CoV-2 application of the Saliva Glucose Biosensor.

In relation to these licenses, there is no set expiration date for the license. However, the exclusivity of the license granted under the license agreement runs until the expiration of the patent portfolio covered by the agreement which is currently until 2033. No royalties have been incurred through to March 31, 2023.

On March 31, 2021, the Company entered into an agreement with LSBD to provide the Company an option to acquire an exclusive license to use LSBD’s intellectual property in the Saliva Glucose Biosensor in North America (the “Option Agreement”). The Option Agreement had a term of two years ending March 31, 2023, and the exercise price for the option is $5,000,000. The fee of $500,000 incurred for the option was expensed in the period incurred. The option was not exercised and expired on March 31, 2023.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost comprises direct materials and, where applicable, other costs that have been incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. General market conditions, as well as the Company’s research activities, can cause certain of its products to become obsolete. The Company writes down excess and obsolete inventories based upon a regular analysis of inventory on hand compared to historical and projected demand. The determination of projected demand requires the use of estimates and assumptions related to projected sales for each product. These write downs can influence results from operations.

Trade, note and other receivables

Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Company, and a failure to make contractual payments for a period of greater than 90 days past due.

Based upon the assessment of these factors, the Company recorded a bad debt provision write-back of $22,918 and a provision of $nil during the three and nine months ended March 31, 2023. No bad debt provision was recognized during the three and nine months ended March 31, 2022. Trade receivables are recognized net of bad debt provision.

Property, Plant and Equipment (PPE) & Construction in Progress (CIP)

In accordance with the ASC 360, Property, Plant, and Equipment, the Company’s PPE, except land, is stated at cost net of accumulated depreciation and impairment losses, if any. Land is stated at cost less any impairment losses. Costs incurred to acquire, construct, or install PPE, before the assets is ready for use, are capitalized in CIP at historical cost. The carrying amount of assets purchased or constructed out of the grant funds are presented net by deducting the grant proceeds received from the gross costs of the assets or CIP. CIP is not depreciated until such time when the asset is substantially completed and ready for its intended use. Expenditures for maintenance and repairs are charged to operations in the period in which the expense is incurred. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset using the following terms:

	●	Computers hardware and software – 3 years
	●	Equipment, Furniture and fixtures – 2-4 years
	●	Leasehold improvements – shorter of asset’s estimated useful life and the remaining term of the lease

The assets’ residual values, useful lives and methods of depreciation are reviewed periodically and adjusted prospectively, if appropriate. Equipment is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising upon de-recognition of the asset (calculated as the difference between the net disposal proceeds, if any, and the carrying value of the asset) is included in gain or loss on sale of assets in the consolidated statements of operations in the period the asset is derecognized.

Impairment of Long-lived Assets and Goodwill

Long-lived assets consist of property and equipment, right-of-use assets and other intangible assets. We assess impairment of assets groups, including intangible assets at least annually or more frequently if there are any indicators for impairment.

Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired in a business combination. We perform an annual impairment test on goodwill in the fourth quarter of each fiscal year or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit below its carrying value. We may first assess qualitative factors, such as general economic conditions, market capitalization, the Company’s outlook, market performance and forecasted financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine it is more likely than not that the fair value of the reporting unit is greater than its carrying amount, an impairment test is not necessary. If an impairment test is necessary, we estimate the fair value of a related reporting unit. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is determined to be impaired, and we will record an impairment charge equal to the excess of the carrying value over the related fair value of the reporting unit. If we determine it is more likely than not that goodwill is not impaired, a quantitative test is not necessary.

During the three months ended March 31, 2023, the Company’s market capitalization significantly declined. Furthermore, as a result of macroeconomic factors and recurring cash burn of the reporting unit and continuous cash support from the parent entity, the Company tested the recoverability of its goodwill as of March 31, 2023. Utilizing the income approach, the Company performed a quantitative impairment test on goodwill using a discounted cash flow analysis, which determined the carrying value of our reporting unit exceeded its fair value. As a result, we recognized goodwill impairment of $4.1 million. Significant assumptions inherent in the valuation methodologies include, but are not limited to, prospective financial information, growth rates, terminal value and discount rate.

Intangible assets

Intangible assets are considered long-lived assets and are recorded at cost, less accumulated amortization and impairment losses, if any. The intangible assets are amortized over their estimated useful lives, which do not exceed any contractual periods. Amortization is recorded on a straight-line basis over their estimated useful lives. Intangible assets acquired from a foreign operation are translated from the foreign entity’s functional currency to the presentational currency based on the exchange rate at the reporting date. The management plans to assess the recoverability of intangible assets through a detailed analysis of the asset’s useful life, market value, impairment indicators, and potential technological changes at the June 2023 year end.

During the three-month period ended March 31, 2023, in response to market and performance conditions, the Company tested the recoverability of its intangible assets. Utilizing the undiscounted cash flows, the Company performed a quantitative impairment test on amortizable intangible assets and concluded that the amortizable intangible assets were not impaired at March 31, 2023. Utilizing the discounted cash flows, the Company performed a quantitative impairment test on indefinite lived intangible assets and concluded that these intangible assets were not impaired at March 31, 2023.

Leases

The Company determines if an arrangement is a lease at its inception. Lease arrangements are comprised primarily of real estate for which the right-of-use (“ROU”) assets and the corresponding lease liabilities are presented separately on the consolidated balance sheet.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term includes options to extend the lease when it is reasonably certain that the option will be exercised. Leases with a term of 12 months or less are not recorded on the consolidated balance sheet.

The Company uses its estimated incremental borrowing rate in determining the present value of lease payments considering the term of the lease, which is derived from information available at the lease commencement date, considering publicly available data for instruments with similar characteristics. The Company accounts for the lease and non-lease components as a single lease component.

Impairment of long-lived assets

Long-lived assets including defined lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable, the Company compares the carrying amount of an asset group to future undiscounted net cash flows, excluding interest costs, expected to be generated by the asset group and its ultimate disposition. If the sum of the undiscounted cash flows is less than the carrying value, the impairment to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The Company did not recognize any impairments of long-lived assets including defined lived intangible assets during the three and nine months ended March 31, 2023 and 2022.

Net loss per share attributable to common shareholders (“EPS”)

The Company calculates earnings per share attributable to common shareholders in accordance with ASC 260, Earning Per Share. Basic net loss per share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is calculated by dividing net loss attributable to common shareholders by weighted average common shares outstanding during the period plus potentially dilutive common shares, such as share warrants.

Potentially dilutive common shares are calculated in accordance with the treasury share method, which assumes that proceeds from the exercise of all warrants are used to repurchase common share at market value. The number of shares remaining after the proceeds are exhausted represents the potentially dilutive effect of the securities.

As the Company has incurred net losses in all periods, certain potentially dilutive securities, including convertible preferred stock, warrants to acquire common stock, and convertible notes payable have been excluded in the computation of diluted loss per share as the effects are antidilutive.

Recently issued accounting pronouncements

As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies.

Adopted:

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (“ASU 2020-06”), which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. The Company adopted ASU 2020-06 as of July 1, 2022. Adoption did not have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). This update requires all leases with a term greater than 12 months to be recognized on the balance sheet through a right-of-use asset and a lease liability and the disclosure of key information pertaining to leasing arrangements. This new guidance is effective for fiscal years beginning after December 15, 2021, and interim period within fiscal years beginning after December 15, 2022, as amended by ASU 2020-05 with early adoption permitted. The Company adopted the standard on July 1, 2022. There was no impact on adoption of ASU 2016-02 as the Company did not have any material leases as of July 1, 2022, and, therefore, application of transitional practical expedients provided by the ASU is not applicable. Topic 842 was applied to the lease assumed as part of the acquisition of IFP on October 4, 2022. See Note 10 for further information and disclosures relating to ASC 842.

Pending adoption:

In November 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-10, Government Assistance (“ASU 2021-10”). This update requires annual disclosures about transaction with a government that are accounted for by applying a grant or contribution accounting model by analogy. Required disclosures include (1) information about the nature of the transactions and the related accounting policy used to account for the transactions, (2) the line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item, and (3) significant terms and conditions of the transactions, including commitments and contingencies. ASU 2021-10 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted. The Company is planning to complete the required ASU 2021-10 disclosures with the filing of its Annual Report on Form 10-K for the year ending on June 30, 2023. Based on the management’s assessment of ASU 2021-10, this standard is not expected to have a material impact on the Company’s financial statements.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 requires that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, as if it had originated the contracts. Prior to this ASU, an acquirer generally recognized contract assets acquired and contract liabilities assumed that arose from contracts with customers at fair value on the acquisition date. The ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The ASU is to be applied prospectively to business combinations occurring on or after the effective date of the amendment. The Company has not early adopted and continues to evaluate the impact of the provisions of ASU 2021-08 on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 (Topic 326), Financial Instruments – Credit Losses (“ASU 2016-13”). This update (a) significantly changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments from an incurred loss model to an expected loss model which will be based on an estimate of current expected credit loss (“CECL”) (ASC 326-20); and (b) provides for recording credit losses on available-for-sale (“AFS”) debt securities through an allowance account (ASC 326-30). The standard also requires certain incremental disclosures. Subsequently, the FASB issued several ASUs to clarify, improve, or defer the adoption of ASU 2016-13. ASU 2016-13, as amended by ASU 2019-10, is applicable for Smaller Reporting Companies (“SRCs”) for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company has not early adopted the standard and continues to evaluate the impact.

Concentration of credit risk

The Company places its cash and cash equivalents, which may at times be in excess of the Australia Financial Claims Scheme, Financial Services Compensation Scheme or the United States’ Federal Deposit Insurance Corporation insurance limits, with high credit quality financial institutions and attempts to limit the amount of credit exposure with any one institution.

Fair value of financial instruments

The accounting guidance defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2-Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3-Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The carrying amounts of cash equivalents, prepaid and other assets, accounts payable and accrued liabilities are representative of their respective fair values because of the short-term nature of those instruments. The Company has elected to carry its convertible notes at fair value.

Fair value option (“FVO”) for convertible notes

The Company elected the FVO for recognition of its convertible notes payable upon issuance as permitted under ASC 825, Financial Instruments. Under the FVO, the Company recognizes the convertible notes payable at fair value with changes in fair value recognized in earnings. The FVO may be applied instrument by instrument, but it is irrevocable. As a result of applying the FVO, direct costs and fees related to the convertible notes are recognized in selling, general and administrative expense in the condensed consolidated statements of operations as incurred and not deferred. Changes in accrued interest for the notes are included in the change in fair value of convertible notes. Changes in fair value of the convertible notes are recognized as part of interest expense in the condensed consolidated statements of operations.

SEGMENT INFORMATION

9 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

NOTE 4. SEGMENT INFORMATION

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has determined it operates in two operating segments and has two reportable segments, as the CODM reviews financial information presented on a consolidated basis accompanied by disaggregated information about revenue and other income by product types for the purpose of allocating resources and evaluating financial performance. Currently, the Company has two products offerings. Accordingly, the Company has determined the following reporting segments:

	1)	Commercially available Intelligent Fingerprinting Products (“IFPG” or “IFPG segment”)
	2)	Development Stage Saliva Glucose Biosensor Platform (“SGBP” or “SGBP segment”)

The following table sets forth the Company’s revenue and other income by segment.

Revenue

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
IFPG	$	457,058	$	—	$	813,737	$	—
SGBP		—		—		—		—
Total Revenue	$	457,058	$	—	$	813,737	$	—

Other Income (Government Support Income)

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
IFPG	$	49,267	$	—	$	156,824	$	—
SGBP		68,413		192,500		541,801		370,291
Total Government Support Income	$	117,680	$	192,500	$	698,625	$	370,291

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Intelligent Fingerprinting Limited Acquisition

INTELLIGENT FINGERPRINTING LIMITED ACQUISITION

9 Months Ended

Mar. 31, 2023

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):

Purchase consideration	Amount
Cash	$	868,438
Common Stock - 2,963,091 shares @ $0.5502 / share		1,630,293
Series C Preferred Stock (base) - 2,363,003 shares @ 3 x $0.5502 / share		3,900,373
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share		825,300
Total purchase price	$	7,224,404

Pursuant to the Share Exchange Agreement, the Company acquired from the IFP Sellers all of the issued and outstanding shares in the capital stock of IFP, and as consideration therefor, the Company issued and sold to the IFP Sellers upon the closing of the IFP Acquisition (the “IFP Closing”) an aggregate number of 148,183 shares of the Company’s common stock, and (ii) 2,363,003 shares of the Company’s Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”).

Up to an additional 1,649,273 shares of Series C Preferred Stock have been reserved for potential future issuance by the Company, consisting of (i) 500,000 shares of Series C Preferred Stock, that are being held back from the IFP Sellers for one year after the IFP Closing to secure potential indemnification claims by the Company against the IFP Sellers and (ii) 1,149,273 shares of Series C Preferred Stock to certain lenders to IFP (the “IFP Lenders”). Each share of Series C Preferred Stock is convertible into 0.15 shares of Common Stock (subject to adjustment upon the occurrence of specified events), contingent upon approval by the Company’s stockholders.

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 (including accrued interest) loan from the Company to IFP that will remain outstanding following the date of the IFP Closing until the second anniversary of the date of the IFP Closing (the “Company-IFP Loan Agreement”).

The loan receivable from IFP of $504,938 as of October 4, 2022, was treated as a cash consideration in accordance with ASC 805, Business Combinations.

The Company entered into various loan agreements in the aggregate amount of £1,254,270, including accrued interest, pursuant to which IFP is the borrower and the Company became a guarantor of IFP’s obligations thereunder (the “IFP Loan Agreements” and, together with the Company-IFP Loan Agreement, the “Loan Agreements”). Under the Loan Agreements, the loans thereunder remained outstanding following the IFP Closing and (x) the loans and certain accrued interest will convert into shares of IFP, which shares of IFP will be immediately transferred to the Company in exchange for shares of Series C Preferred Stock that are convertible into common stock (as set forth in the Share Exchange Agreement) following approval of the Company Stockholder Approval Matters (defined below) or (y) the loans and certain accrued interest will become repayable on the second anniversary of the date of the IFP Closing. The loans bear interest at 17% per annum on a compounded basis, increasing to 22% per annum on a compounded basis with effect from the date that falls 12 months following the date of the IFP Closing, if the Company Stockholder Approval Matters have not been approved by the Company’s stockholders by such date. The “Company Stockholder Approval Matters” means the approval by the Company’s stockholders of (i) the conversion of the Series C Preferred Stock into common stock and (ii) any amendments to, or adoption of, any option or warrant plans to give effect to the transactions contemplated under the Share Exchange Agreement.

Each share of Series C Preferred Stock (other than the IFP Lender Preferred Shares) would automatically convert into common stock upon approval of the Company’s stockholders of the conversion of Series C Preferred Stock into common stock, and each IFP Lender Preferred Share would convert into common stock at the option of the applicable holder of such IFP Lender Preferred Shares following approval of the Company’s stockholders of the conversion of Series C Preferred Stock into common stock. In the event Company stockholder approval is not received, the convertible notes and accrued interest would remain outstanding. The number of shares of common stock into which the Series C Preferred Stock is convertible is subject to adjustment in the case of any stock dividend, stock split, combinations, or other similar recapitalization with respect to the common stock.

The rights, preferences and privileges of the Series C Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock that the Company filed with the Secretary of State of the State of Delaware on October 4, 2022, as further described below (the “Series C Certificate of Designation”).

The Series C Preferred Stock does not have any voting rights (other than as required by law) and does not carry dividends or a liquidation preference. Each share of Series C Preferred Stock was initial convertible into 3 shares of common stock, subject to adjustment as noted above. Following the effectiveness of the 1-for-20 Reverse Stock Split effective on February 9, 2023, each share of Series C Preferred Stock is convertible into 0.15 shares of common stock. The loan receivable from IFP of $504,938 as of October 4, 2022, was treated as a cash consideration in accordance with ASC 805 Business Combinations. See Note 21 for further information and disclosures relating to the conversion of the Series C Preferred Stock.

The cash purchase consideration includes $504,938 (including accrued interest) of funds previously loaned to IFP by the Company, representing a note receivable from IFP and $363,500 for bonus payments made on behalf of the selling shareholders of IFP. The first installment of $181,750 was paid during the three months ended December 31, 2022. A second installment of $181,750 was paid in April 2023.

The Company incurred $806,397 of equity issuance costs in relation to issuing common and Series C Preferred Stock to acquire IFP. These costs were recognized as a reduction to additional paid-in capital on the condensed consolidated balance sheets.

The provisional allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is as follows:

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 include technology of $5,119,000 (which is estimated to have a useful life of 5 years), customer relationships of $252,000 (which are estimated to have a useful life of 3 years), and trade names and trademarks of $92,000 (which are estimated to have an indefinite useful life). The value assigned to technology was determined using the multi-period excess earnings methodology under the income approach, the customer relationships was valued using the distributor method under the income approach, and the trade name and trademarks was valued using the relief from royalty method.

The acquisition produced $3,803,293 of goodwill, which has been assigned to the IFPG reporting unit. The goodwill is attributable to a combination of IFP’s assembled workforce and other product and operating synergies. Goodwill arising from the IFP Acquisition is not deductible for tax purposes. As at March 31, 2023, the full amount of the goodwill has been impaired. Refer to note 3, summary of significant accounting policies, and note 10, goodwill and other intangible assets for further information.

The purchase price allocation is considered provisional as the Company finalizes its determination relating to the valuation of assets and liabilities and key assumptions, approaches and judgements with respect to intangible assets acquired and the related tax effects.

Transaction costs, except for the equity issuance costs discussed above, were not material.

Intangibles acquired from IFP were remeasured at March 31, 2023 using the applicable spot rate.

From the closing date of the IFP Acquisition through March 31, 2023, the Company recognized approximately $813,737 in revenue and $4,336,191 in net loss relating to IFP, which included goodwill impairment of $ 4,096,490, amortization of $697,684 for acquired intangibles and fair value gain on revaluation of convertible notes for $1,455,078. In addition, the Series C Preferred Stock holdback which has been treated as deferred consideration, was revalued as of March 31, 2023, and resulted in a revaluation gain of $607,800.

Pro-Forma Results of Operations

The following unaudited pro-forma consolidated results of operations for the three months ended March 31, 2022, nine months ended March 31, 2023, and March 31, 2022, respectively, have been prepared as if the acquisition of IFP had occurred on July 1, 2021, and includes adjustments for amortization related to the valuation of acquired intangibles:

	2022			2022			2023			2023			2022			2022
	Three Months Ended March 31						Nine Months Ended March 31
	2022			2022			2023			2023			2022			2022
	As Reported			Pro Forma			As Reported			Pro Forma			As Reported			Pro Forma
Revenue	$	-		$	370,687		$	813,737		$	1,161,223		$	-		$	996,937
Net loss	$	(1,344,133	)	$	(797,885	)	$	(7,993,166	)	$	(9,234,721	)	$	(6,245,796	)	$	(9,455,693	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(1,335,246	)	$	(797,885	)	$	(7,972,799	)	$	(9,214,354	)	$	(6,227,896	)	$	(9,437,795	)
Net loss per share, basic and diluted	$	(1.80	)	$	(0.89	)	$	(8.67	)	$	(8.67	)	$	(8.60	)	$	(10.75	)

INVENTORIES

9 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

NOTE 6. INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	March 31, 2023			June 30, 2022
Work-in-progress	$	551,897		$	—
Finished goods		378,174			—
Less: provision for inventory obsolescence		(193,850	)		—
Inventory, net	$	736,221		$	—

OTHER CURRENT ASSETS

9 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER CURRENT ASSETS

NOTE 7. OTHER CURRENT ASSETS

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	March 31, 2023		June 30, 2022
Intelligent Fingerprinting Limited note receivable	$	—	$	500,445
Prepayments		390,527		116,525
Goods and services tax receivable		40,044		57,746
Deposits		101,253		46,602
Other receivables		—		25,443
Total	$	531,824	$	746,761

On June 16, 2022, the Company entered into an agreement with IFP, providing the Company with the exclusive right, until December 31, 2022, to evaluate and negotiate a transaction to acquire IFP or its assets. In consideration for this exclusivity, on June 16, 2022, the Company provided IFP with an unsecured term loan facility in the amount of $500,000, which was payable by IFP on the earliest of the consummation of an acquisition, 30 days following the termination of exclusivity under the exclusivity agreement, an event of default under the term loan facility agreement, or December 31, 2022. This $500,000 term note receivable bore an interest rate of 2% per annum above the Sterling Barclays Bank Base Rate from time to time. The Company completed the acquisition of IFP on October 4, 2022, and, in connection therewith, the loan and accrued interest outstanding as at the date of acquisition, being $504,938, was treated as a cash consideration in accordance with ASC 805 Business Combinations. See Note 5.

PROPERTY AND EQUIPMENT, NET

9 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 8. PROPERTY AND EQUIPMENT, NET

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2023			June 30, 2022
Production equipment	$	29,788		$	—
Leasehold improvements		19,698			—
Other equipment		7,638			—
Construction in progress (CIP)		436,913			391,408
Gross property and equipment		494,037			391,408
Less: accumulated depreciation		(15,917	)
Property and equipment, net	$	478,120		$	391,408

The Company recorded an expense of $6,406 and $15,917 in relation to the depreciation of property and equipment for the three and nine months ended March 31, 2023, respectively. There was no depreciation of property and equipment during the three and nine months ended March 31, 2022.

During the three and nine months ended March 31, 2023, the Company incurred a cost of $5,368 and $91,010, respectively, towards the construction of a building at the University of Newcastle. The Australian government reimbursed the Company for 50% of the incurred costs. Therefore, the Company has recorded the CIP as net of reimbursement received as of March 31, 2023.

The following table summarizes the amount of CIP recorded in property and equipment, net on the condensed consolidated balance sheets:

	March 31, 2023			June 30, 2022
Investments in construction in progress	$	873,826		$	782,816
Less: 50% contributed under government grant		(436,913	)		(391,408	)
Gross property and equipment	$	436,913		$	391,408

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31, 2023		June 30, 2022
Accounts and other payables	$	458,410	$	715,902
Accruals		385,724		909,187
Deferred consideration*		399,250		—
Other		355,447		—
Total	$	1,598,831	$	1,625,089

The deferred consideration relates to:

a) the second payment of $181,750 for bonus payments to be made on behalf of the selling shareholders of IFP due on the six-month anniversary of the closing date of the IFP Acquisition, being April 4, 2023, and

b) the fair value of $217,500 in relation to 500,000 Series C Preferred Stock that are being held back from the IFP Sellers for one year after the IFP Acquisition date to secure potential indemnification claims by the Company against the IFP Sellers. See Note 4 for further details of the IFP Acquisition.

GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

During the three months ended March 31, 2023, the Company’s market capitalization significantly declined and recurring cash burn of the reporting unit and continuous cash support from the parent entity led management to reassess whether an impairment had occurred considering these qualitative factors. Management’s evaluation indicated that the goodwill related to its IFPG reporting unit was potentially impaired. The Company then performed a quantitative impairment test by calculating the fair value of the reporting unit and comparing that amount to its carrying value. Significant assumptions inherent in the valuation methodologies include, but were not limited to prospective financial information, growth rates, terminal value and discount rate. The Company determined the fair value of the reporting unit utilizing the discounted cash flow model. The fair value of the reporting unit was determined to be less than its carrying value. The Company recognized an impairment charge of $4.1 million in the IFPG segment, which is related to the goodwill associated with the IFP Acquisition.

The changes in the carrying amount of goodwill were as follows:

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

Balance at June 30, 2022	$	—
Acquisition of IFP		3,803,293
Effect of foreign currency		326,744
Balance at December 31, 2022		4,130,037
Impairment		(4,096,490	)
Effect of foreign currency		(33,547	)
Balance at March 31, 2023	$	—

Goodwill resulting from the acquisition of IFP is allocated to the IFPG operating and reportable segment.

Other intangible assets

Other intangible assets consist of the following as of March 31, 2023:

SCHEDULE OF OTHER INTANGIBLE ASSETS

	Weighted average useful lives (years)		Acquisition cost		Effect of foreign currency		Accumulated amortization		Carrying value
Technology		5 years	$	5,119,000	$	486,135	$	634,510	$	4,970,625
Customer relationships		3 years		252,000		23,932		52,060		223,872
Trade names and trademarks		Indefinite		92,000		8,737		—		100,737
Total intangible assets			$	5,463,000	$	518,804	$	686,570	$	5,295,234

Expense related to the amortization of other intangible assets for the three and nine months ended March 31, 2023, was $346,548 and $686,570, respectively. There was no amortization of other intangible assets during the three and nine months ended March 31, 2022. Refer to note 3, summary of significant accounting policies for further information.

Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter:


2023	$	895,599
2024		1,194,132
2025		1,171,745
2026		1,104,583
2027		828,438
Total	$	5,194,497

There were no impairment charges related to other intangible assets incurred in the periods presented.

CONVERTIBLE NOTES

9 Months Ended

Mar. 31, 2023

Convertible Notes

CONVERTIBLE NOTES

NOTE 11. CONVERTIBLE NOTES

As a result of the IFP Acquisition, the Company became the guarantor to unsecured convertible notes (also referred to herein as the IFP Loan Agreements) for which IFP is the borrower. The convertible notes, plus certain accrued interest, will become due on October 4, 2024 (the second anniversary of the IFP Acquisition closing date), unless earlier converted. The convertible notes, if converted, will convert into shares of IFP, which shares of IFP will be immediately transferred to the Company in exchange for shares of Series C Preferred Stock that are convertible into common stock (as set forth in the Share Exchange Agreement) following approval by the Company’s stockholders of the Company Stockholder Approval Matters. See Note 21 for further information and disclosures relating to the conversion of the Series C Preferred Stock.

The convertible notes bear an interest rate of 17% per annum, on a compounded basis. The interest rate will increase to 22% per annum, on a compounded basis, on October 4, 2023 (the first anniversary of the IFP Acquisition closing date) if the Company’s shareholders have not yet approved the Company Stockholder Approval Matters have not been approved by the Company’s stockholders by such date.

Due to the Company’s election to apply the fair value option (FVO), the fair value of the convertible notes is subsequently re-measured at the end of each reporting period based on the changes in their estimated fair value. See Note 15 for additional information.

NOTE PAYABLE

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

NOTE PAYABLE

NOTE 12. NOTE PAYABLE

As a result of the acquisition of IFP, the Company assumed a note payable due to a distributor of IFP. The unpaid principal balance of the loan will accrue interest at a rate of 0.97% per annum. The balance is offset by

	●	Payments of 10% of the Company’s monthly worldwide gross revenue received in the preceding month;
	●	50% of sales by the company to the distributor.

The classification of the notes payables is based on sales forecast prepared by the management.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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LEASES

9 Months Ended

Mar. 31, 2023

Leases

LEASES

NOTE 13. LEASES

In relation to the IFP Acquisition, the Company assumed a non-cancelable finance lease agreement. The lease has an original lease period expiring in August 2025. The lease agreement does not contain any material residual value guarantees or material restrictive covenants.

The components of finance lease expense are as follows:

SCHEDULE OF FINANCE LEASE EXPENSES

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Depreciation of finance lease right-of-use assets	$	45,548	$	—	$	94,171	$	—
Interest on finance lease liabilities		23,712		—		46,160		—
Total finance lease costs	$	69,260	$	—	$	140,331	$	—

As of March 31, 2023, the remaining lease-term and discount rate on the Company’s lease was 2.4 years and 17%, respectively.

The reconciliation of the maturities of the finance lease to the finance lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2023, is as follows:


2023	$	245,322
2024		255,135
2025		108,457
Total lease payments		608,914
Less: imputed interest		(113,974	)
Present value of lease liabilities	$	494,940

Lease payments in the table above exclude $137,780 of minimum lease payments for a lease signed, but not yet commenced, as of March 31, 2023.

SHAREHOLDERS’ EQUITY

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 14. SHAREHOLDERS’ EQUITY

As of March 31, 2023 there were March Warrants (defined below) to purchase 69,291 shares of common stock; Series A Warrants to purchase 70,068 shares of common stock; Series B Warrants to purchase 2,620 shares of common stock; IPO underwriter warrants to purchase 3,177 shares of common stock; pre-IPO warrants to purchase 136,834 shares of common stock; LSBD warrants to purchase 150,000 shares of common stock; Series D Warrants (defined below) to purchase 26,478 shares of common stock; Winx Warrants (defined below) to purchase 1,324 shares of common stock; and Representative’s Warrants (defined below) to purchase 32,750 shares of common stock, outstanding and held by certain shareholders. Each warrant initially represented the right to purchase one share of the Company’s common stock (subject to adjustment upon the occurrence of specified events).

On March 8, 2023, the Company entered into the Underwriting Agreement with Ladenburg Thalmann & Co. Inc., as representative (the Representative) of the underwriters named therein, relating to the March 2023 Offering of shares of the Company’s Common Stock (the March Shares) and warrants to purchase shares of Common Stock (the March Warrants). Each of the March Shares was sold in combination with an accompanying one-third Warrant. The combined purchase price for each March Share and accompanying March Warrant was $3.90 and the Underwriters agreed to purchase 569,560 March Shares and 170,868 March Warrant. On March 9, 2023, the Representative fully exercised an over-allotment option under the Underwriting Agreement and purchased an additional 85,430 March Shares and additional March Warrants to purchase 25,629 shares of Common Stock. The March 2023 Offering closed on March 10, 2023.

The March 2023 Offering was made pursuant to an effective shelf registration statement on Form S-3, which was filed with the SEC on April 8, 2022. The gross proceeds, before deducting underwriting discounts and commissions and other March 2023 Offering expenses, was approximately $2.55 million. As part of the Representative’s compensation, the Company issued to the Representative unregistered warrants to purchase 32,750 shares of common stock, which warrants have an exercise price of $4.875 per share (125% of the public offering price per share and accompanying warrant) and will terminate on March 8, 2028. The March Warrants have, (i) an exercise price of $3.90 per share of Common Stock, (ii) a cashless exercise option for a net number of shares of Common Stock determined according to the formula set forth in the March Warrant or (iii) an alternate cashless exercise option (beginning on or after the initial exercise date), to receive an aggregate number of shares of Common Stock equal to the product of (x) the aggregate number of shares of Common Stock that would be issuable upon a cash exercise and (y)1.00. Each whole March Warrant entitles the holder thereof to purchase 1 share of Common Stock. The March Warrants are exercisable upon issuance and will expire on March 10, 2028. The exercise price and the number of shares of Common Stock issuable upon exercise of the March Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

On December 21, 2022, the Company entered into a December 2022 Purchase Agreement with 14 Series D Investors, pursuant to which the Company agreed to issue and sell to the Series D Investors in the December 2022 Private Placement (i) 176,462 shares of Series D Preferred Stock, with each share of Series D Preferred Stock convertible into 0.15 shares of Common Stock (subject to adjustment upon the occurrence of specified events); and (ii) 529,386 Series D Warrants, with each Series D Warrants representing the right to purchase 0.05 shares of common stock (subject to adjustment upon the occurrence of specified events). In addition, 26,469 Winx Warrants were issued to Winx Capital Pty Ltd., the placement agent for the December 2022 Private Placement, with each Winx Warrant representing the right to purchase 0.05 shares of common stock (subject to adjustment upon the occurrence of specified events). The Series D Warrants have an exercise price of $5.80 per share (subject to adjustment) and expire June 22, 2028. The Winx Warrants have an exercise price of $10.40 per share (subject to adjustment) and expire five years following the effective date of a registration statement covering the resale of common stock underlying the Series D Preferred Stock acquired by the Series D Investors. The Series D Preferred Stock and Series D Warrants were sold together as a unit, with each Unit consisting of one share of Series D Preferred Stock and three Series D Warrants. The purchase price for the Units was $1.25 per Unit. The Unit offering price and the Series D Warrants exercise price were priced above the Nasdaq “Minimum Price” as that term is defined in Nasdaq Rule 5635(d)(1). The shares of Series D Preferred Stock are convertible into an aggregate of 26,464 shares of Common Stock following shareholder approval of such conversion and without the payment of additional consideration. The Series D Warrants are exercisable for an aggregate of 26,478 shares of Common Stock and the Winx Warrants are exercisable for an aggregate of 1,324 shares of Common Stock. The December 2022 Private Placement closed on December 22, 2022. See Note 21 for information and disclosures relating to the conversion of the Series D Preferred Stock.

On October 6, 2022, the Company granted its employees 25,000 shares of Common Stock as compensation. The Company recorded stock compensation expense of $260,000 in relation to the issuance during the three and six months ended December 31, 2022. The Company withheld 1,386 shares for the payment of withholding taxes.

On October 4, 2022, the Company issued 148,183 shares of common stock and 2,363,003 shares of Series C Preferred Stock as partial consideration in connection with the IFP Acquisition. The Company recognized $806,397 of equity issuance costs in relation to this transaction and recorded them as reduction to additional paid-in capital on the Condensed Consolidated Balance Sheets. An additional 500,000 shares of Series C Preferred Stock will be issued by the Company on the one-year anniversary of the IFP Acquisition, pending satisfaction of potential indemnification claims by the Company against the IFP Sellers. See Note 5 for further detail of the IFP Acquisition.

The Series C Preferred Stock and Series D Preferred Stock are convertible into the Company’s common stock following approval of the Company’s stockholders of such conversion.

The entire disclosure for equity.

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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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FAIR VALUE MEASUREMENTS

9 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE 15. FAIR VALUE MEASUREMENTS

Convertible notes

As detailed in Note 11, the Company assumed convertible notes as a result of the IFP Acquisition and elected to account for the convertible notes under the FVO. The Company estimated the fair value of the convertible notes based on the fair value of the maximum shares issuable upon conversion (1,149,273 shares of Series C convertible preferred stock) less one year of estimated interest to be incurred until October 4, 2023, since the number of shares to be issued factors in the interest charges for one year. If the note converts earlier than one year less shares will be issued as a result of this. If the note converts between year 1 and year 2 the maximum amount of shares gets issued and the Company will incur 22% annual interests for the period up to the date of conversion in the second year. The Company continues to estimate the fair value of the convertible notes using this method, reducing the estimated interest adjustment each quarter as the 1-year anniversary of the IFP Acquisition approaches. Accordingly, as of March 31, 2023, the fair value movement related to the decrease in the share price from the time of acquisition to reporting date.

Increases or decreases in the fair value of the Company’s convertible notes carried at fair value are recognized as part of Other Income (expenses) in the Condensed Consolidated Statements of Operations. The interest incurred from the date of acquisition until March 31, 2023, are included as part of Interest expense in the condensed Consolidated Statements of Operations. None of the change in the value of the convertible notes was attributable to instrument specific credit risk.

The following table provides a reconciliation of the beginning and ending balance of the convertible note liabilities measured at fair value on a recurring basis during the period:

	Convertible notes carried at fair value (Level 3)
Balance at June 30, 2022	$	—
Fair value of convertible notes at acquisition (Note 5)		1,683,764
Fair value gain on revaluation of convertible notes		(1,267,791	)
Effect of foreign currency		107,730
Balance at December 31, 2022		523,703
Fair value gain on revaluation of convertible notes		(204,207	)
Effect of foreign currency		69,865
Balance at March 31, 2023	$	389,361
Balance	$	389,361

The Company has held back 500,000 Series C Preferred Stock, from the IFP Sellers for one year after the IFP Closing to secure potential indemnification claims by the Company against the IFP Sellers. Therefore, the final number of shares to be issued after the one year measurement period is contingent on any potential claims and can be variable. Each share of Series C Preferred Stock is convertible into 0.15 shares of Common Stock (subject to adjustment upon the occurrence of specified events), contingent upon approval by the Company’s stockholders of the conversion of Series C Preferred Stock. These shares are reserved, not issued, or held in Escrow account. As at March 31, 2023, the Company accounted for the fair value movement relates to the decrease in the share price from the time of acquisition to reporting date. See Note 21 for further information and disclosures relating to the conversion of the Series C Preferred Stock.

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:

	Preferred stock carried at fair value (Level 2)
Balance at June 30, 2022	$	—
Fair value of holdback Series C Preferred Stock at acquisition (Note 5)		825,300
Fair value gain on revaluation of holdback Series C Preferred Stock		(525,300	)
Balance at December 31, 2022		300,000
Fair value gain on revaluation of holdback Series C Preferred Stock		(82,500	)
Balance at March 31, 2023	$	217,500

The Company did not have assets or liabilities carried at fair value using Level 1 inputs during the three and nine months ended March 31, 2023 and 2022.

RELATED PARTY TRANSACTIONS

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2023

NOTE 16. RELATED PARTY TRANSACTIONS

LSBD

Sales to and purchases from related parties are made in arm’s length transactions both at normal market prices and on normal commercial terms.

The following transactions occurred with LSBD and senior management personnel during the period July 1, 2022, to March 31, 2023:

●

The Company incurred a total cost of $nil during the three and nine months ended March 31, 2023 (three and nine months ended March 31, 2022: $nil and $145,733), towards overhead cost reimbursement which includes salaries, rents and other related overheads directly attributable to the Company which are included in selling, general and administration expenses in the Condensed Consolidated Statements of Operations and Other Comprehensive Loss.

●

As of March 31, 2023, $8,821 (March 31, 2022: $9,833) remains payable to LSBD in relation to overhead reimbursements detailed above.

December 2022 Private Placement

Approximately 15.10% of funds raised in the December 2022 Private Placement were secured from Spiro Sakiris, our Chief Financial Officer (indirectly), and Manuel Kostandas, our Director of Global Integration, respectively. Mr. Sakiris indirectly invested $19,991 in the December 2022 Private Placement and Mr. Kostandas invested $13,327 in the December 2022 Private Placement.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Commitments and Contingencies Disclosure [Abstract]

INVESTMENT IN AFFILIATE

9 Months Ended

Mar. 31, 2023

Investment In Affiliate

INVESTMENT IN AFFILIATE

NOTE 17. INVESTMENT IN AFFILIATE

On May 29, 2020, LSBD, issued 14,000,000 common shares of BiosensX (North America) Inc. to the Company at par value of $0.001 per share. This transaction provided the Company with a 50% interest in BiosensX (North America) Inc., the holder of the technology license for the North America region.

The investment in BiosensX (North America) Inc. is accounted for by use of the equity method in accordance with ASC 323, Investments - Equity Method and Joint Ventures.

At the date of this transaction, LSBD was the parent of both the Company and BiosensX (North America) Inc., the transfer of BiosensX shares to the Company was deemed to be a common control transaction. As a result of the share transfer, the Company has significant influence over BiosensX (North America) Inc.

During the year ended June 30, 2022, LSBD sold all the shares it held in the Company but retained ownership of 5-year non-transferrable warrants to purchase 150,000 common shares of the Company at an exercise price of $340 per share, expiring December 31, 2025. The Company determined whether it has a controlling financial interest in BiosensX (North America) Inc. by first evaluating whether the entity is a voting interest entity or a VIE under GAAP. Voting interest entities are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates voting interest entities in which it has all, or at least a majority of, the voting interests. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The Company concluded that it does not have a controlling financial interest in BiosensX (North America) Inc., hence it continues to recognize its investments in BiosensX (North America) Inc. using the equity method.

The carrying amount of investments in BiosensX (North America) Inc. was $nil as of March 31, 2023, and June 30, 2022.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Mar. 31, 2023

COMMITMENTS AND CONTINGENCIES

NOTE 18. COMMITMENTS AND CONTINGENCIES

During November 2022, the Company signed a deed of variation with the University of Newcastle for the research and development of the Saliva Glucose Biosensor. The Company agreed to pay the University of Newcastle $847,021 of which $847,021 remains payable as of March 31, 2023.

The Company has no material purchase commitments. For commitments on leases, refer to Note 13.

From time to time, the Company may become a party to various legal proceedings arising in the ordinary course of business. Based on information currently available, the Company is not involved in any pending or threatened legal proceedings that it believes could reasonably be expected to have a material adverse effect on its financial condition, results of operations or liquidity. However, legal matters are inherently uncertain, and the Company cannot guarantee that the outcome of any potential legal matter will be favorable to the Company.

INCOME TAX

9 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE 19. INCOME TAX

The Company shall file its income tax returns with the Internal Revenue Service, Australian Taxation Office and His Majesty Revenue & Customs. The Company has operating losses carried forward of $41,464,331 which are derived from its operations in Australia, the UK and the US and are available to reduce future taxable income. Such loss carry forwards may be carried forward indefinitely, subject to compliance with tests of continuity and additional rules.

The net operating loss carried forward gives rise to a deferred tax asset of approximately $7,596,042 after offsetting associated deferred tax liabilities. However, the Company has determined that a valuation allowance of $7,596,042 against such deferred tax asset is necessary, as it cannot be determined that the losses carried forward will be utilized.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Principles of consolidation

LOSS PER SHARE

9 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 20. LOSS PER SHARE

Basic loss per common share is computed by dividing net loss allocable to common shareholders by the weighted average number of shares of common stock or common stock equivalents outstanding. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

	2023			2022			2023			2022
	Three Months Ended March 31,						Nine Months Ended March 31,
	2023			2022			2023			2022
Net loss attributable to Intelligent Bio Solutions Inc.	$	(6,343,906	)	$	(1,335,246	)	$	(7,972,799	)	$	(6,227,896	)
Basic and diluted net loss per share attributed to common shareholders	$	(5.72	)	$	(1.79	)	$	(8.67	)	$	(8.54	)
Weighted-average number of shares outstanding		1,108,672			744,495			919,545			729,533

The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive:

Anti-dilutive warrants and preferred shares - Common Stock Equivalent

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Preferred Stock - Series C		354,432		-		354,432		-
Preferred Stock - Series D		26,464		-		26,464		-
Warrants - Common stock (March 23 public raise)		69,291		-		69,291		-
Warrants - Series A		70,068		70,068		70,068		70,068
Warrants - Series B		2,620		2,620		2,620		2,620
Private placement warrants (Dec 2022)		26,478		-		26,478		-
Warrants issued to Winx Capital Pty Ltd		1,324		-		1,324		-
Warrants issued to underwriters (IPO)		3,177		3,177		3,177		3,177
Warrants issued to underwriters (March 23 public raise)		32,750		-		32,750		-
Pre IPO warrants		136,834		136,834		136,834		136,834
Warrants issued to LSBD		150,000		150,000		150,000		150,000
Anti-dilutive warrants and preferred shares		150,000		150,000		150,000		150,000

SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 21. SUBSEQUENT EVENTS

The Company made the second payment of $181,750 for bonus payments on behalf of the selling shareholders of IFP in April 2023.

At the special meeting of the Company’s stockholders held on May 8, 2023 (the “Special Meeting”), the stockholders of the Company approved, (a) for purposes of complying with Nasdaq Listing Rule 5635, the full conversion of Series C Preferred Stock issued by the Company pursuant to the terms of a Share Exchange Agreement, dated as of October 4, 2022, and the issuance of shares of Common Stock in connection with such conversion (the “Series C Conversion Approval”); and (b) the full conversion of Series D Preferred Stock, issued by the Company pursuant to the terms of a Securities Purchase Agreement, dated as of December 21, 2022, and the issuance of shares of Common Stock in connection with such conversion (the “Series D Conversion Approval”).

As of May 9, 2023, pursuant to the Series C Conversion Approval and the terms of the Share Exchange Agreement, the convertible notes to which the Company is a guarantor as a result of the IFP Acquisition, with an outstanding balance of £1,360,761 in principal and accrued interest as of May 8, 2023, were convertible into shares of IFP, which shares are immediately exchangeable for an aggregate of 1,149,273 shares of Series C Preferred Stock. The outstanding balance of the convertible notes as at the closing date of the IFP Acquisition was £1,254,270.

Upon conversion of the convertible notes into shares of Series C Preferred Stock, there will be 3,512,277 shares of Series C Preferred Stock outstanding and convertible into an aggregate of 526,818 shares of Common Stock. As of May 10, 2023, there were 176,462 shares of Series D Preferred Stock outstanding and convertible into an aggregate of 26,464 shares of Common Stock.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of presentation

All significant intercompany transactions and balances have been eliminated upon consolidation.

Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss

Out-of-period Reclassification within Consolidated Statements of Operations and Other Comprehensive Loss

Equity offering costs

Use of estimates

Business combinations

Revenue recognition

	1)	Commercially available Intelligent Fingerprinting Products (IFPG)
	2)	Development Stage Saliva Glucose Biosensor Platform (SGBP)

Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows:

	2023		2022		2023		2022		2021
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022		2021
Sales of goods - cartridges	$	252,682	$	—	$	467,043	$	—	$	—
Sales of goods - readers		134,366		—		237,554		—		—
Other sales		70,010		—		109,140		—		—
Total revenue	$	457,058	$	—	$	813,737	$	—	$	—

Other income

The other income mainly comprised of grant income and R&D tax refund.

a) Grant income

b) R&D tax refund

Development and regulatory approval expenses

Foreign currency translation

Income taxes

Licensing rights

Inventories

Trade, note and other receivables

Property, Plant and Equipment (PPE) & Construction in Progress (CIP)

	●	Computers hardware and software – 3 years
	●	Equipment, Furniture and fixtures – 2-4 years
	●	Leasehold improvements – shorter of asset’s estimated useful life and the remaining term of the lease

Impairment of Long-lived Assets and Goodwill

Intangible assets

Leases

Impairment of long-lived assets

Net loss per share attributable to common shareholders (“EPS”)

Recently issued accounting pronouncements

As the Company is an emerging growth company, we have elected to defer the adoption of new accounting pronouncements until they would apply to private companies.

Adopted:

Pending adoption:

Concentration of credit risk

Fair value of financial instruments

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 3-Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Fair value option (“FVO”) for convertible notes

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES

Revenue from the IFPG segment relates to the sale of readers, cartridges and accessories and is summarized as follows:

	2023		2022		2023		2022		2021
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022		2021
Sales of goods - cartridges	$	252,682	$	—	$	467,043	$	—	$	—
Sales of goods - readers		134,366		—		237,554		—		—
Other sales		70,010		—		109,140		—		—
Total revenue	$	457,058	$	—	$	813,737	$	—	$	—

SEGMENT INFORMATION (Tables)

9 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT

The following table sets forth the Company’s revenue and other income by segment.

Revenue

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
IFPG	$	457,058	$	—	$	813,737	$	—
SGBP		—		—		—		—
Total Revenue	$	457,058	$	—	$	813,737	$	—

Other Income (Government Support Income)

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
IFPG	$	49,267	$	—	$	156,824	$	—
SGBP		68,413		192,500		541,801		370,291
Total Government Support Income	$	117,680	$	192,500	$	698,625	$	370,291

INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Tables)

9 Months Ended

Mar. 31, 2023

Intelligent Fingerprinting Limited Acquisition

SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION

The table below summarizes the fair value of the consideration transferred in the acquisition (pre-Reverse Stock Split basis):

Purchase consideration	Amount
Cash	$	868,438
Common Stock - 2,963,091 shares @ $0.5502 / share		1,630,293
Series C Preferred Stock (base) - 2,363,003 shares @ 3 x $0.5502 / share		3,900,373
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share		825,300
Total purchase price	$	7,224,404

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES

The provisional allocation of the purchase price of IFP to the assets acquired and liabilities assumed, based on their relative fair values, is as follows:

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

	2022			2022			2023			2023			2022			2022
	Three Months Ended March 31						Nine Months Ended March 31
	2022			2022			2023			2023			2022			2022
	As Reported			Pro Forma			As Reported			Pro Forma			As Reported			Pro Forma
Revenue	$	-		$	370,687		$	813,737		$	1,161,223		$	-		$	996,937
Net loss	$	(1,344,133	)	$	(797,885	)	$	(7,993,166	)	$	(9,234,721	)	$	(6,245,796	)	$	(9,455,693	)
Net loss attributable to Intelligent Bio Solutions Inc.	$	(1,335,246	)	$	(797,885	)	$	(7,972,799	)	$	(9,214,354	)	$	(6,227,896	)	$	(9,437,795	)
Net loss per share, basic and diluted	$	(1.80	)	$	(0.89	)	$	(8.67	)	$	(8.67	)	$	(8.60	)	$	(10.75	)

INVENTORIES (Tables)

9 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

Inventories consist of the following:

SCHEDULE OF INVENTORIES

	March 31, 2023			June 30, 2022
Work-in-progress	$	551,897		$	—
Finished goods		378,174			—
Less: provision for inventory obsolescence		(193,850	)		—
Inventory, net	$	736,221		$	—

OTHER CURRENT ASSETS (Tables)

9 Months Ended

Mar. 31, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

SCHEDULE OF OTHER CURRENT ASSETS

Other current assets consist of the following:

SCHEDULE OF OTHER CURRENT ASSETS

	March 31, 2023		June 30, 2022
Intelligent Fingerprinting Limited note receivable	$	—	$	500,445
Prepayments		390,527		116,525
Goods and services tax receivable		40,044		57,746
Deposits		101,253		46,602
Other receivables		—		25,443
Total	$	531,824	$	746,761

PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	March 31, 2023			June 30, 2022
Production equipment	$	29,788		$	—
Leasehold improvements		19,698			—
Other equipment		7,638			—
Construction in progress (CIP)		436,913			391,408
Gross property and equipment		494,037			391,408
Less: accumulated depreciation		(15,917	)
Property and equipment, net	$	478,120		$	391,408

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS

The following table summarizes the amount of CIP recorded in property and equipment, net on the condensed consolidated balance sheets:

	March 31, 2023			June 30, 2022
Investments in construction in progress	$	873,826		$	782,816
Less: 50% contributed under government grant		(436,913	)		(391,408	)
Gross property and equipment	$	436,913		$	391,408

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31, 2023		June 30, 2022
Accounts and other payables	$	458,410	$	715,902
Accruals		385,724		909,187
Deferred consideration*		399,250		—
Other		355,447		—
Total	$	1,598,831	$	1,625,089

The deferred consideration relates to:

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

The changes in the carrying amount of goodwill were as follows:

SCHEDULE OF CARRYING AMOUNT OF GOODWILL

Balance at June 30, 2022	$	—
Acquisition of IFP		3,803,293
Effect of foreign currency		326,744
Balance at December 31, 2022		4,130,037
Impairment		(4,096,490	)
Effect of foreign currency		(33,547	)
Balance at March 31, 2023	$	—

SCHEDULE OF OTHER INTANGIBLE ASSETS

Other intangible assets consist of the following as of March 31, 2023:

SCHEDULE OF OTHER INTANGIBLE ASSETS

	Weighted average useful lives (years)		Acquisition cost		Effect of foreign currency		Accumulated amortization		Carrying value
Technology		5 years	$	5,119,000	$	486,135	$	634,510	$	4,970,625
Customer relationships		3 years		252,000		23,932		52,060		223,872
Trade names and trademarks		Indefinite		92,000		8,737		—		100,737
Total intangible assets			$	5,463,000	$	518,804	$	686,570	$	5,295,234

SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS

Amortization expense for the intangible assets is expected to be as follows over the next five years, and thereafter:


2023	$	895,599
2024		1,194,132
2025		1,171,745
2026		1,104,583
2027		828,438
Total	$	5,194,497

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Section 50
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-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (e)
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

SCHEDULE OF FINANCE LEASE EXPENSES

LEASES (Tables)

9 Months Ended

Mar. 31, 2023

Leases

The components of finance lease expense are as follows:

SCHEDULE OF FINANCE LEASE EXPENSES

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Depreciation of finance lease right-of-use assets	$	45,548	$	—	$	94,171	$	—
Interest on finance lease liabilities		23,712		—		46,160		—
Total finance lease costs	$	69,260	$	—	$	140,331	$	—

SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES

The reconciliation of the maturities of the finance lease to the finance lease liabilities recorded in the condensed consolidated balance sheet as of March 31, 2023, is as follows:


2023	$	245,322
2024		255,135
2025		108,457
Total lease payments		608,914
Less: imputed interest		(113,974	)
Present value of lease liabilities	$	494,940

FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS

The following table provides a reconciliation of the beginning and ending balance of the convertible note liabilities measured at fair value on a recurring basis during the period:

	Convertible notes carried at fair value (Level 3)
Balance at June 30, 2022	$	—
Fair value of convertible notes at acquisition (Note 5)		1,683,764
Fair value gain on revaluation of convertible notes		(1,267,791	)
Effect of foreign currency		107,730
Balance at December 31, 2022		523,703
Fair value gain on revaluation of convertible notes		(204,207	)
Effect of foreign currency		69,865
Balance at March 31, 2023	$	389,361
Balance	$	389,361

SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS

The following table provides a reconciliation of the beginning and ending balance of the holdback Preferred Stock measured at fair value on a recurring basis during the period:

	Preferred stock carried at fair value (Level 2)
Balance at June 30, 2022	$	—
Fair value of holdback Series C Preferred Stock at acquisition (Note 5)		825,300
Fair value gain on revaluation of holdback Series C Preferred Stock		(525,300	)
Balance at December 31, 2022		300,000
Fair value gain on revaluation of holdback Series C Preferred Stock		(82,500	)
Balance at March 31, 2023	$	217,500

LOSS PER SHARE (Tables)

9 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES

	2023			2022			2023			2022
	Three Months Ended March 31,						Nine Months Ended March 31,
	2023			2022			2023			2022
Net loss attributable to Intelligent Bio Solutions Inc.	$	(6,343,906	)	$	(1,335,246	)	$	(7,972,799	)	$	(6,227,896	)
Basic and diluted net loss per share attributed to common shareholders	$	(5.72	)	$	(1.79	)	$	(8.67	)	$	(8.54	)
Weighted-average number of shares outstanding		1,108,672			744,495			919,545			729,533

SCHEDULE OF ANTI-DILUTIVE WARRANTS

The following outstanding warrants and preferred shares were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive:

Anti-dilutive warrants and preferred shares - Common Stock Equivalent

SCHEDULE OF ANTI-DILUTIVE WARRANTS

	2023		2022		2023		2022
	Three Months Ended March 31,				Nine Months Ended March 31,
	2023		2022		2023		2022
Preferred Stock - Series C		354,432		-		354,432		-
Preferred Stock - Series D		26,464		-		26,464		-
Warrants - Common stock (March 23 public raise)		69,291		-		69,291		-
Warrants - Series A		70,068		70,068		70,068		70,068
Warrants - Series B		2,620		2,620		2,620		2,620
Private placement warrants (Dec 2022)		26,478		-		26,478		-
Warrants issued to Winx Capital Pty Ltd		1,324		-		1,324		-
Warrants issued to underwriters (IPO)		3,177		3,177		3,177		3,177
Warrants issued to underwriters (March 23 public raise)		32,750		-		32,750		-
Pre IPO warrants		136,834		136,834		136,834		136,834
Warrants issued to LSBD		150,000		150,000		150,000		150,000
Anti-dilutive warrants and preferred shares		150,000		150,000		150,000		150,000

ORGANIZATION AND DESCRIPTION OF THE BUSINESS (Details Narrative) - shares	Feb. 08, 2023	Mar. 31, 2023	Jun. 30, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock outstanding		1,685,467	744,496
Common stock authorized	100,000,000	100,000,000	100,000,000
Maximum [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock outstanding	18,325,289
Minimum [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Common stock outstanding	916,265
Stockholders [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stockholders' equity, reverse stock split	1-for-2 and not more than 1-for-35
Board Of Directors [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stockholders' equity, reverse stock split	1-for-20 reverse stock split

LIQUIDITY (Details Narrative) - USD ($)

3 Months Ended

9 Months Ended

May 10, 2023

May 09, 2023

Mar. 09, 2023

Dec. 21, 2022

Oct. 04, 2022

Mar. 31, 2023

Mar. 31, 2022

Mar. 31, 2023

Mar. 31, 2022

Apr. 08, 2023

Mar. 08, 2023

Dec. 31, 2022

Sep. 30, 2022

Jun. 30, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

^[1]

Convertible preferred stock

$ 0.01

Cash and cash equivalents

$ 6,343,906

$ 1,335,246

$ 7,972,799

$ 6,227,896

Shareholders' equity

5,926,846

8,703,491

5,926,846

8,703,491

$ 10,262,983

$ 5,196,134

$ 6,545,771

$ 10,044,831

$ 13,501,299

$ 15,006,621

Working capital

887,136

Accumulated deficit

39,148,652

31,175,853

$ 2,280,544

2,280,544

Subsequent Event [Member]

Offering expenses

$ 2,550,000

Warrant [Member] | Subsequent Event [Member]

Number of shares of stock issued

$ 4.875

Common Stock [Member]

654,990

Stock issued durimg the period value new issue

148,183

Shareholders' equity

$ 16,855

$ 7,445

$ 16,855

$ 7,445

$ 9,177

$ 7,445

$ 7,441

$ 6,791

Common Stock [Member] | Subsequent Event [Member]

Underwriting Agreement [Member] | March Warrant [Member]

$ 3.90

Conversion of shares

26,464

526,818

Number of shares of stock issued

170,868

25,629

Underwriting Agreement [Member] | Warrant [Member]

Underwriting Agreement [Member] | March Shares [Member]

32,750

Number of shares of stock issued

569,560

85,430

Securities Purchase Agreement [Member] | Series D Warrants [Member] | Winx Capital Pty Ltd [Member]

1,324

Class of Warrant or Right, Outstanding

$ 10.40

Shares issues per share

$ 0.05

26,469

Securities Purchase Agreement [Member] | Series D Warrant [Member]

26,478

Warrant [Member] | Underwriting Agreement [Member]

$ 5.80

Share price

$ 3.90

Series D Preferred Stock [Member] | Subsequent Event [Member]

Conversion of shares

176,462

Series D Preferred Stock [Member] | Securities Purchase Agreement [Member]

Stock issued durimg the period value new issue

176,462

Convertible preferred stock

$ 0.01

Debt convertible per share

0.15

Shares issues per share

$ 1.25

Conversion of shares

26,464

Series D Warrants [Member] | Securities Purchase Agreement [Member]

Stock issued durimg the period value new issue

529,386

Shares issues per share

$ 0.05

[1]	Include adjustments for effect of reverse stock split

SCHEDULE OF REVENUE SALES OF READERS CARTRIDGES AND ACCESSORIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Product Information [Line Items]
Total revenue	$ 457,058		$ 813,737
Sales Of Goods Cartidges [Member]
Product Information [Line Items]
Total revenue	252,682		467,043
Sales Of Goods Readers [Member]
Product Information [Line Items]
Total revenue	134,366		237,554
Other Sales [Member]
Product Information [Line Items]
Total revenue	$ 70,010		$ 109,140

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended	9 Months Ended			12 Months Ended
	Mar. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2020	Jun. 30, 2022	Jun. 30, 2021
Property, Plant and Equipment [Line Items]
Selling and administrative expenses				$ 123,800
Revenue		$ 457,058			$ 813,737
Deferred income										$ 4,700,000
Grants Receivable									$ 2,100,000
Accounts Receivable, Sale					0
Research and development tax refund		91,104	35,206		573,497	181,598
Foreign currency translation gain (loss)		77,787	2,793		148,251	57,334
Expenses		299,898	413,325		380,363	3,161,306
Provision for bad debts		22,918
Goodwill impairment loss		$ 4,096,490			$ 4,096,490
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		3 years			3 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		2 years			2 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		4 years			4 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life		shorter of asset’s estimated useful life and the remaining term of the lease
Option Agreement [Member] \| Life Science Biosensor Diagnostics Pty Ltd [Member]
Property, Plant and Equipment [Line Items]
Option to acquire north american region option term	2 years
Exercise price	$ 5,000,000
Expenses	$ 500,000
Glucose Biosensor Technology [Member]
Property, Plant and Equipment [Line Items]
Purchase of license right								$ 976,308
Other Income [Member]
Property, Plant and Equipment [Line Items]
Other Income		$ 26,576	$ 147,865		$ 125,128	$ 179,264

SCHEDULE OF REVENUE AND OTHER INCOME SEGMENT (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Revenue from External Customer [Line Items]
Total Revenue	$ 457,058		$ 813,737
Total Government Support Income	117,680	192,500	698,625	370,291
Intelligent Fingerprinting Products [Member]
Revenue from External Customer [Line Items]
Total Revenue	457,058		813,737
Total Government Support Income	49,267		156,824
Saliva Glucose Biosensor Platform [Member]
Revenue from External Customer [Line Items]
Total Revenue
Total Government Support Income	$ 68,413	$ 192,500	$ 541,801	$ 370,291

Accounts and other payables

SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION (Details)	Oct. 04, 2022 USD ($)
Cash	$ 868,438
Total purchase price	7,224,404
Series C Preferred Stock Base [Member]
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share	3,900,373
Series C Preferred Stock Holdback [Member]
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share	825,300
Common Stock [Member]
Series C Preferred Stock (holdback) - 500,000 shares @ 3 x $0.5502 / share	$ 1,630,293

SCHEDULE OF FAIR VALUE OF THE CONSIDERATION TRANSFERRED IN THE ACQUISITION (Details)(Parenthetical)	Oct. 04, 2022 $ / shares shares	Oct. 04, 2022 $ / shares shares	Oct. 04, 2022 $ / shares shares
Common Stock [Member]
Stock issued during period shares new issues			148,183
Intelligent Fingerprinting Limited [Member] \| Series C Preferred Stock Holdback [Member]
Stock issued during period shares new issues	500,000
Share price \| $ / shares	$ 0.5502	$ 0.5502	$ 0.5502
Intelligent Fingerprinting Limited [Member] \| Common Stock [Member]
Stock issued during period shares new issues	2,963,091	2,363,003
Share price \| $ / shares	$ 0.5502	$ 0.5502	0.5502
Intelligent Fingerprinting Limited [Member] \| Series C Preferred Stock Base [Member]
Stock issued during period shares new issues	2,363,003
Share price \| $ / shares	$ 0.5502	$ 0.5502	$ 0.5502

SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED, BASED ON THEIR RELATIVE FAIR VALUES (Details) - USD ($)	Dec. 31, 2022	Oct. 04, 2022
Intelligent Fingerprinting Limited Acquisition
Cash and cash equivalents		$ 174,481
Inventory		774,625
Other current assets		345,038
Property and Equipment		52,170
Intangible assets		5,463,000
Goodwill	$ 4,130,037	3,803,293
Total assets acquired		10,612,607
Accounts payable and accrued expenses		(1,027,302)
Notes payable		(677,137)
Convertible notes payable		(1,683,764)
Total liabilities assumed		(3,388,203)
Net assets		$ 7,224,404

SCHEDULE OF UNAUDITED PRO-FORMA CONSOLIDATED RESULTS OF OPERATIONS (Details) - USD ($)	3 Months Ended	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Revenue		$ 813,737
Net loss	(1,344,133)	(7,993,166)	(6,245,796)
Net loss attributable to Intelligent Bio Solutions Inc.	$ (1,335,246)	$ (7,972,799)	$ (6,227,896)
Net loss per share, basic and diluted	$ (1.80)	$ (8.67)	$ (8.60)
Pro Forma [Member]
Revenue	$ 370,687	$ 1,161,223	$ 996,937
Net loss	(797,885)	(9,234,721)	(9,455,693)
Net loss attributable to Intelligent Bio Solutions Inc.	$ (797,885)	$ (9,214,354)	$ (9,437,795)
Net loss per share, basic and diluted	$ (0.89)	$ (8.67)	$ (10.75)

INTELLIGENT FINGERPRINTING LIMITED ACQUISITION (Details Narrative)						3 Months Ended			9 Months Ended
	May 09, 2023 shares	Apr. 04, 2023 USD ($)	Oct. 04, 2022 USD ($) $ / shares shares	Oct. 04, 2022 USD ($) $ / shares shares	Oct. 04, 2022 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) shares	Mar. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Oct. 04, 2022 GBP (£) shares	Jun. 30, 2022 USD ($) $ / shares
Preferred Stock, Par or Stated Value Per Share \| $ / shares						$ 0.01			$ 0.01				$ 0.01
Note receivable settled for business acquisition									$ 504,938
Equity issuance costs									464,727
Acquired intangible assets			$ 5,463,000	$ 5,463,000	$ 5,463,000
Goodwill			$ 3,803,293	$ 3,803,293	$ 3,803,293		$ 4,130,037
Revenue						457,058			813,737
Net loss						(6,343,906)		(1,335,246)	(7,972,799)	(6,227,896)
Goodwill impairment						4,096,490			4,096,490
Amortization of other intangible assets						346,548		$ 0	686,570	$ 0
Series C Preferred Stock [Member]
Stock issued during period shares new issues \| shares				2,363,003
Reserved for future issuance \| shares			1,649,273	1,649,273	1,649,273							1,649,273
Convertible notes						607,800			607,800
Series C Preferred Stock [Member] \| Subsequent Event [Member]
Stock issued during period shares acquisitions \| shares	1,149,273
Series C Preferred Stock [Member] \| Share Exchange Agreement [Member]
Number of shares post-reverse stock split \| shares				0.15
Stock issued during period shares acquisitions \| shares				500,000
Business combination loan receivable			$ 504,938	$ 504,938	$ 504,938
Series C Preferred Stock [Member] \| Share Exchange Agreement [Member] \| Convertible Loan Holders [Member]
Stock issued during period shares new issues \| shares				1,149,273
Hold-back Series C Preferred Stock [Member] \| Share Exchange Agreement [Member]
Stock issued during period shares acquisitions \| shares				500,000
Common Stock [Member]
Stock issued during period shares new issues \| shares			148,183
Stock issued during period shares acquisitions \| shares							148,155
Intelligent Fingerprinting Limited [Member]
Payments to Acquire Notes Receivable				$ 363,500
Acquired intangible assets			$ 5,463,000	5,463,000	5,463,000
Goodwill			3,803,293	3,803,293	3,803,293
Revenue									813,737
Net loss									4,336,191
Amortization of other intangible assets									697,684
Convertible notes						$ 1,455,078			$ 1,455,078
Intelligent Fingerprinting Limited [Member] \| Technology-Based Intangible Assets [Member]
Acquired intangible assets			5,119,000	$ 5,119,000	5,119,000
Estimated useful life				5 years
Intelligent Fingerprinting Limited [Member] \| Customer Relationships [Member]
Acquired intangible assets			252,000	$ 252,000	252,000
Estimated useful life				3 years
Intelligent Fingerprinting Limited [Member] \| Trademarks and Trade Names [Member]
Acquired intangible assets			$ 92,000	$ 92,000	$ 92,000
Weighted average useful lives (years)				indefinite
Intelligent Fingerprinting Limited [Member] \| Subsequent Event [Member] \| Second Installment [Member]
Payments to Acquire Notes Receivable		$ 181,750
Intelligent Fingerprinting Limited [Member] \| First Installment [Member]
Payments to Acquire Notes Receivable							$ 181,750
Intelligent Fingerprinting Limited [Member] \| Bridge Facility Agreement [Member]
Note receivable settled for business acquisition				$ 504,938
Intelligent Fingerprinting Limited [Member] \| Various Loan Agreement [Member]
Accrued Liabilities \| £												£ 1,254,270
Loan bear interest percentage			17.00%	17.00%	17.00%							17.00%
Loan bear variable interest percentage			22.00%	22.00%	22.00%							22.00%
Intelligent Fingerprinting Limited [Member] \| Common Stock [Member]
Number of shares post-reverse stock split \| shares				148,183
Stock issued during period shares new issues \| shares				2,363,003	2,963,091
Share Exchange Agreement [Member] \| Series C Convertible Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share \| $ / shares			$ 0.01	$ 0.01	$ 0.01
IFP Acquisition [Member] \| Series C Preferred Stock [Member]
Equity issuance costs				$ 806,397
Intelligent Fingerprinting Limited [Member]
Equity method ownership percentage			100.00%	100.00%	100.00%							100.00%

SCHEDULE OF INVENTORIES (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Inventory Disclosure [Abstract]
Work-in-progress	$ 551,897
Finished goods	378,174
Less: provision for inventory obsolescence	(193,850)
Inventory, net	$ 736,221

SCHEDULE OF OTHER CURRENT ASSETS (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Intelligent Fingerprinting Limited note receivable		$ 500,445
Prepayments	390,527	116,525
Goods and services tax receivable	40,044	57,746
Deposits	101,253	46,602
Other receivables		25,443
Total	$ 531,824	$ 746,761

OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Mar. 31, 2023	Oct. 04, 2022	Jun. 16, 2022
Unsecured term loan			$ 500,000
Interest rate	0.97%		2.00%
Series C Preferred Stock [Member] \| Share Exchange Agreement [Member]
Business combination loan receivable		$ 504,938

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 494,037	$ 391,408
Less: accumulated depreciation	(15,917)
Property and equipment, net	478,120	391,408
Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	29,788
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	19,698
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	7,638
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Gross property and equipment	$ 436,913	$ 391,408

SUMMARY OF AMOUNT RECORDED IN THE CONSOLIDATED BALANCE SHEETS (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Investments in construction in progress	$ 873,826	$ 782,816
Less: 50% contributed under government grant	(436,913)	(391,408)
Gross property and equipment	$ 436,913	$ 391,408

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Line Items]
Depreciation of property and equipment	$ 6,406	$ 0	$ 15,917	$ 0
Percentage of reimbursement on construction cost	50.00%		50.00%
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Construction in progress incurred cost	$ 5,368		$ 91,010

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)

Mar. 31, 2023

Jun. 30, 2022

Payables and Accruals [Abstract]

$ 458,410

$ 715,902

Accruals

385,724

909,187

Deferred consideration

^[1]

399,250

Other

355,447

Total

$ 1,598,831

$ 1,625,089

[1]	The deferred consideration relates to:

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - Intelligent Fingerprinting Limited [Member] - USD ($)			9 Months Ended
	Apr. 04, 2023	Oct. 04, 2022	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Notes Receivable		$ 363,500
Second Installment [Member]
Restructuring Cost and Reserve [Line Items]
Number of shares held back, fair value			$ 217,500
Number of shares held back			500,000
Subsequent Event [Member] \| Second Installment [Member]
Restructuring Cost and Reserve [Line Items]
Payments to Acquire Notes Receivable	$ 181,750

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SCHEDULE OF CARRYING AMOUNT OF GOODWILL (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Balance	$ 4,130,037
Acquisition of IFP		3,803,293
Effect of foreign currency	(33,547)	326,744
Impairment	(4,096,490)
Balance		$ 4,130,037

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended
SCHEDULE OF OTHER INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Original cost technology	$ 5,463,000
Effect of foreign currency	518,804
Accumulated amortization technology	686,570
Carrying value technology	$ 5,295,234
Technology-Based Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives (years)	5 years
Original cost technology	$ 5,119,000
Effect of foreign currency	486,135
Accumulated amortization technology	634,510
Carrying value technology	$ 4,970,625
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Weighted average useful lives (years)	3 years
Original cost technology	$ 252,000
Effect of foreign currency	23,932
Accumulated amortization technology	52,060
Carrying value technology	223,872
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Original cost technology	92,000
Effect of foreign currency	8,737
Accumulated amortization technology
Carrying value technology	$ 100,737
Weighted average useful lives (years)	Indefinite

SCHEDULE OF EXPECTED AMORTIZATION EXPENSES FOR INTANGIBLE ASSETS (Details)	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 895,599
2024	1,194,132
2025	1,171,745
2026	1,104,583
2027	828,438
Total	$ 5,194,497

GOODWILL AND OTHER INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment charges	$ 4,100,000
Amortization of other intangible assets	$ 346,548	$ 0	$ 686,570	$ 0
Impairment charges of goodwill and intangible assets

CONVERTIBLE NOTES (Details Narrative) - Convertible Notes Payable [Member]	9 Months Ended
	Mar. 31, 2023
Minimum [Member]
Short-Term Debt [Line Items]
Convertible notes interest rate increase	17.00%
Maximum [Member]
Short-Term Debt [Line Items]
Convertible notes interest rate increase	22.00%

NOTE PAYABLE (Details Narrative)	9 Months Ended
NOTE PAYABLE (Details Narrative)	Mar. 31, 2023	Jun. 16, 2022
Debt Disclosure [Abstract]
Interest rate, debt	0.97%	2.00%
Gross revenue, rate	10.00%
Subsequent sales to distributor, rate	50.00%

SCHEDULE OF FINANCE LEASE EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF FINANCE LEASE EXPENSES (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Leases
Depreciation of finance lease right-of-use assets	$ 45,548		$ 94,171
Interest on finance lease liabilities	23,712		46,160
Total finance lease costs	$ 69,260		$ 140,331

SCHEDULE OF MATURITIES OF THE FINANCE LEASE TO THE FINANCE LEASE LIABILITIES (Details)	Mar. 31, 2023 USD ($)
Leases
2023	$ 245,322
2024	255,135
2025	108,457
Total lease payments	608,914
Less: imputed interest	(113,974)
Present value of lease liabilities	$ 494,940

LEASES (Details Narrative)	Mar. 31, 2023 USD ($)
Leases
Finance lease remaining lease, term	2 years 4 months 24 days
Finance lease, discount rate	17.00%
Minimun lease payment, outstanding	$ 137,780

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)								3 Months Ended		6 Months Ended	9 Months Ended
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	May 10, 2023	May 09, 2023	Mar. 09, 2023	Dec. 21, 2022	Oct. 06, 2022	Oct. 04, 2022	Oct. 04, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Apr. 08, 2023	Mar. 08, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								150,000	150,000		150,000	150,000
Share based compensation shares granted					25,000
Stock compensation expense										$ 260,000	$ 260,000
Payment of withholding taxes shares											1,386
Equity issuance costs											$ 464,727
Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Offering expenses													$ 2,550,000
Underwriting Agreement [Member] \| March Shares [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable														569,560
Number of shares of stock issued			85,430
Warrant [Member] \| Underwriting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share price														$ 3.90
Series D Preferred Stock [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of shares	176,462
Series D Preferred Stock [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Debt convertible per share				$ 0.15
Issuance of Series D preferred stock, net of issuance costs, shares				176,462
Shares issues per share				$ 1.25
Conversion of shares				26,464
Series D Warrants [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of Series D preferred stock, net of issuance costs, shares				529,386
Shares issues per share				$ 0.05
Series C Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of Series D preferred stock, net of issuance costs, shares						2,363,003
Series C Preferred Stock [Member] \| IFP Acquisition [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Equity issuance costs						$ 806,397
Series C Preferred Stock [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of shares		3,512,277
Series C Preferred Stock [Member] \| One Year Anniversary [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance of Series D preferred stock, net of issuance costs, shares						500,000
Series B Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								2,620
March Warrant [Member] \| Underwriting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable														170,868
Number of shares of stock issued			25,629
Warrant [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercise price													$ 4.875
Warrant [Member] \| Underwriting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable														32,750
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares of stock issued								654,990
Issuance of Series D preferred stock, net of issuance costs, shares							148,183
Common Stock [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercise price													$ 3.90
Conversion of shares	26,464	526,818
Series D Warrants [Member] \| Securities Purchase Agreement [Member] \| Winx Capital Pty Ltd [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable				1,324
Warrants exercise price				$ 10.40
Shares issues per share				$ 0.05
Class of Warrant or Right, Outstanding				26,469
Series D Warrant [Member] \| Securities Purchase Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants exercisable				26,478
Warrants exercise price				$ 5.80
Warrants Common Stock March [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								69,291
Warrants - Series A [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								70,068	70,068		70,068	70,068
Warrants Issued To IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								3,177
Pre IPO Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								136,834	136,834		136,834	136,834
Warrants Issued to LSBD [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								150,000	150,000		150,000	150,000
Series D Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								26,478
Warrants Issued To Winx [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								1,324
Representatives Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants								32,750

SCHEDULE OF CONVERTIBLE NOTE LIABILITIES MEASURED AT FAIR VALUE ON A RECURRING BASIS (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value gain on revaluation of convertible notes			$ (1,455,078)
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at December 31, 2022	$ 523,703
Fair value of convertible notes at acquisition (Note 5)		1,683,764
Fair value gain on revaluation of convertible notes	(204,207)	(1,267,791)
Effect of foreign currency	69,865	107,730
Balance	$ 389,361	$ 523,703	$ 389,361

SCHEDULE OF PREFERRED STOCK AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value gain on revaluation of hold back Series C Preferred Stock			$ (607,800)
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Preferred Stock carried at fair value, beginning value	$ 300,000
Fair value of holdback Series C Preferred Stock at acquisition (Note 5)	(82,500)	825,300
Fair value gain on revaluation of hold back Series C Preferred Stock		(525,300)
Preferred Stock carried at fair value, ending value	$ 217,500	$ 300,000	$ 217,500

FAIR VALUE MEASUREMENTS (Details Narrative) - shares		9 Months Ended
FAIR VALUE MEASUREMENTS (Details Narrative) - shares	Oct. 04, 2022	Mar. 31, 2023	Oct. 04, 2023
Intelligent Fingerprinting Limited [Member] \| Various Loan Agreement [Member]
Loan bear variable interest percentage	22.00%
Intelligent Fingerprinting Limited [Member] \| Various Loan Agreement [Member] \| Forecast [Member]
Loan bear variable interest percentage			22.00%
Series C Convertible Preferred Stock [Member]
Conversion, shares		1,149,273
Series C Preferred Stock [Member] \| Share Exchange Agreement [Member]
Stock issued during period shares acquisitions	500,000
Number of shares post-reverse stock split	0.15

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
December 2022 Private Placement [Member] \| Chief Financial Officer And Director [Member]
Funds raised, rate	15.10%
December 2022 Private Placement [Member] \| Sakiris [Member]
Investment	$ 19,991
December 2022 Private Placement [Member] \| Kostandas [Member]
Investment	$ 13,327
Life Science Biosensor Diagnostics Pty Ltd [Member]
Remaining amount payble to related party		$ 8,821	$ 9,833
General and Administrative Expense [Member]
Costs and Expenses, Related Party			$ 145,733

INVESTMENT IN AFFILIATE (Details Narrative) - USD ($)	12 Months Ended
INVESTMENT IN AFFILIATE (Details Narrative) - USD ($)	Jun. 30, 2022	Mar. 31, 2023	May 29, 2020
Common stock, shares, issued	744,496	1,685,467
Common stock price per share	$ 0.01	$ 0.01
Purchase of warrant	$ 150,000
Number of shares post-reverse stock split, per share	$ 340
BiosensX [Member]
Common stock, shares, issued			14,000,000
Common stock price per share			$ 0.001
Equity interest percentage			50.00%
Investments

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended
	Nov. 30, 2022	Mar. 31, 2023
Purchase commitments		$ 0
University Of Newcastle [Member]
Research and development expense	$ 847,021
Remaining payable amount		$ 847,021

INCOME TAX (Details Narrative)	Mar. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carryforward	$ 41,464,331
Deferred Tax Assets, Net	7,596,042
Deferred Tax Assets, Valuation Allowance	$ 7,596,042

SCHEDULE OF BASIC LOSS PER COMMON SHARE POTENTIAL DILUTIVE SECURITIES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Net loss attributable to Intelligent Bio Solutions Inc.	$ (6,343,906)	$ (1,335,246)	$ (7,972,799)	$ (6,227,896)
Basic and diluted net loss per share attributed to common shareholders	$ (5.72)	$ (1.79)	$ (8.67)	$ (8.54)
Weighted-average number of shares outstanding	1,108,672	744,495	919,545	729,533

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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