View:
United States securities and exchange commission logo
August 8, 2023
Harry Simeonidis
Chief Executive Officer
Intelligent Bio Solutions Inc.
142 West 57th Street, 11th Floor
New York, New York 10019
Re: Intelligent Bio
Solutions Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 27, 2023
File No. 333-273219
Dear Harry Simeonidis:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
The Offering, page 10
1. We note that you are
registering for a primary offering of a significant amount of shares of
your common stock, more
than the amount currently outstanding, including common
stock that is part of
the Class A Units and that is underlying the Series E Convertible
Preferred Stock (with
respect to the Class B Units), the warrants included in the Class A
and Class B Units and
the Representative's Warrants. Please revise to include risk factor
disclosure describing
the impact of sales in connection with this offering, including the
risk and impact of
potential stock price volatility and potential sales of a substantial
portion of your shares.
Harry Simeonidis
FirstName LastNameHarry
Intelligent Bio Solutions Inc.Simeonidis
Comapany
August NameIntelligent Bio Solutions Inc.
8, 2023
August
Page 2 8, 2023 Page 2
FirstName LastName
Risk Factors
There are material limitations with making preliminary estimates of our
financial results for the
period ended June 30, 2023..., page 36
2. We refer to your statement that your "actual financial results for the
period ended June 30,
2023, may differ materially from the preliminary financial estimates
[you] have provided"
and that investors "should not to place undue reliance on the
preliminary estimates." If
you choose to disclose preliminary estimates, you should be able to
assert that the actual
results are not expected to differ materially from that reflected in
the preliminary
estimates. Further, it is not appropriate to directly or indirectly
disclaim liability for
statements in your registration statement. Accordingly, please delete
these statements or
revise to specifically state that you take liability for these
statements.
Please contact Benjamin Richie at 202-551-7857 or Margaret Schwartz at
202-551-7153
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services
cc: Ralph V. De Martino