UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 25, 2023, Intelligent Bio Solutions Inc. (the “Company”) filed a Certificate of Elimination of Series B Convertible Preferred Stock (the “Series B Certificate of Elimination”) with the Secretary of State of the State of Delaware (the “Delaware SOS”) effecting the elimination of its Series B Convertible Preferred Stock. The Series B Certificate of Elimination eliminated the previous designation of shares of Series B Convertible Preferred Stock, none of which were outstanding at the time of filing, and, upon such elimination, caused such shares of the Series B Convertible Preferred Stock to resume their status as undesignated shares of preferred stock of the Company. Effective upon the filing of the Series B Certificate of Elimination, all matters set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock were eliminated from the Amended and Restated Certificate of Incorporation of the Company, as amended.
On July 25, 2023, the Company filed a Certificate of Elimination of Series D Convertible Preferred Stock (the “Series D Certificate of Elimination”) with the Delaware SOS effecting the elimination of its Series D Convertible Preferred Stock. The Series D Certificate of Elimination eliminated the previous designation of shares of Series D Convertible Preferred Stock, none of which were outstanding at the time of filing, and, upon such elimination, caused such shares of the Series D Convertible Preferred Stock to resume their status as undesignated shares of preferred stock of the Company. Effective upon the filing of the Series D Certificate of Elimination, all matters set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock were eliminated from the Amended and Restated Certificate of Incorporation of the Company, as amended.
The foregoing descriptions of the Series B Certificate of Elimination and Series D Certificate of Elimination do not purport to be complete and are qualified in their entirety by reference to the complete text of the Series B Certificate of Elimination and Series D Certificate of Elimination, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report and are incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 3.1 | Certificate of Elimination of Series B Convertible Preferred Stock | |
| 3.2 | Certificate of Elimination of Series D Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 26, 2023
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
SERIES B CONVERTIBLE PREFERRED STOCK
OF
INTELLIGENT BIO SOLUTIONS INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Intelligent Bio Solutions Inc. (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, certifies as follows:
FIRST: That the Board of Directors of the Company (the “Board”) duly adopted the following resolutions:
RESOLVED, that no shares of Series B Convertible Preferred Stock are outstanding, and no shares of Series B Convertible Preferred Stock will be issued pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock filed with the Secretary of State of the State of Delaware (the “Series B Certificate of Designation”); and it is further
RESOLVED, that all shares of Series B Convertible Preferred Stock authorized under the Series B Certificate of Designation, whether or not previously issued, revert to the status of authorized but unissued shares of preferred stock, without designation as to series, until such shares are once more designated as part of a particular series of preferred stock; and it is further
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Amended and Restated Certificate of Incorporation of the Company, as amended, all matters set forth in the Series B Certificate of Designation with respect to the Series B Convertible Preferred Stock.
SECOND: None of the authorized shares of the Series B Convertible Preferred Stock are outstanding, and none will be issued.
THIRD: That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation of the Company, as amended, is hereby further amended to eliminate all matters set forth in the Series B Certificate of Designation with respect to the Series B Convertible Preferred Stock.
IN WITNESS WHEREOF, this Certificate of Elimination is executed on behalf of the Company by its Chief Financial Officer this 25th day of July, 2023.
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
Exhibit 3.2
CERTIFICATE OF ELIMINATION
SERIES D CONVERTIBLE PREFERRED STOCK
OF
INTELLIGENT BIO SOLUTIONS INC.
(Pursuant to Section 151 of the
Delaware General Corporation Law)
Intelligent Bio Solutions Inc. (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, certifies as follows:
FIRST: That the Board of Directors of the Company (the “Board”) duly adopted the following resolutions:
RESOLVED, that no shares of Series D Convertible Preferred Stock are outstanding, and no shares of Series D Convertible Preferred Stock will be issued pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series D Convertible Preferred Stock filed with the Secretary of State of the State of Delaware (the “Series D Certificate of Designation”); and it is further
RESOLVED, that all shares of Series D Convertible Preferred Stock authorized under the Series D Certificate of Designation, whether or not previously issued, revert to the status of authorized but unissued shares of preferred stock, without designation as to series, until such shares are once more designated as part of a particular series of preferred stock; and it is further
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized and empowered, for and on behalf of the Company, to file with the Secretary of State of the State of Delaware a certificate containing these resolutions, with the effect under the General Corporation Law of the State of Delaware of eliminating from the Amended and Restated Certificate of Incorporation of the Company, as amended, all matters set forth in the Series D Certificate of Designation with respect to the Series D Convertible Preferred Stock.
SECOND: None of the authorized shares of the Series D Convertible Preferred Stock are outstanding, and none will be issued.
THIRD: That in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Amended and Restated Certificate of Incorporation of the Company, as amended, is hereby further amended to eliminate all matters set forth in the Series D Certificate of Designation with respect to the Series D Convertible Preferred Stock.
IN WITNESS WHEREOF, this Certificate of Elimination is executed on behalf of the Company by its Chief Financial Officer this 25th day of July, 2023.
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |