Sec Form 13D Filing - Gary W. Rollins Foundation filing for INTELLIGENT BIO SOLUTIONS INC (INBS) - 2023-06-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Intelligent Bio Solutions Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

36151G402

(CUSIP Number)

Jason Isenberg, Esq.

c/o RFA Management Company, LLC

1908 Cliff Valley Way N.E.

Atlanta, GA 30329

with a copy to:

Mark L. Hanson, Esq.

Jones Day

1221 Peachtree Street, N.E.

Suite 400

Atlanta, GA 30309

(404) 521-3939

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 12, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 36151G105

CUSIP No. 36151G105

CUSIP No. 749660 10 6

This Schedule 13D is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following person and entities, each of whom is referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”:

On October 4, 2022, the Issuer acquired (the “Acquisition”) Intelligent Fingerprinting Limited, a company registered in England and Wales (“IFP”), pursuant to a Share Exchange Agreement (the “Share Exchange Agreement”) with IFP, the holders of all of the issued shares in the capital of IFP (collectively, the “Sellers”), which included each of the GWRF and the MRF (the “Foundations”), and the “Sellers’ Representatives’ named therein (the “Sellers’ Representatives”).

Pursuant to the Share Exchange Agreement, among other things, the Issuer acquired from the Sellers all of the issued shares in the capital of IFP, and as consideration therefor the Issuer issued and sold to the upon the closing of the Acquisition (the “Closing”) an aggregate number of 2,963,091 shares of Common Stock, which included 647,685 shares to the GWRD and 782,264 shares to the MRF, (ii) 2,363,003 shares of the Issuer’s series C convertible preferred stock, par value $0.01 per share (the “Preferred Stock”). Up to an additional 1,649,273 shares of Preferred Stock was reserved for potential future issuance by the Issuer, consisting of (i) 500,000 shares of Preferred Stock (the “Holdback Shares”), representing approximately 10% of the total Acquisition consideration, that are being held back from the Sellers for one year after the Closing to secure potential indemnification claims by the Issuer against the Sellers and (ii) 1,149,273 shares of Preferred Stock to the Foundations as lenders to IFP, who could, at each Foundation’s respective option, convert such respective loans to IFP (the “Convertible Debt”) into shares of Preferred Stock, contingent upon approval of the Issuer’s stockholders of the conversion of Preferred Stock into Common Stock. Preferred Share are convertible into three shares of Common Stock, contingent upon approval by the Issuer’s stockholders. Each of GWRF and MRF are entitled to 16,156 shares of Common Stock and 19,615 shares of Common Stock, respectively, upon release of the Holdback Shares, subject to the terms and conditions of the Share Exchange Agreement.

On May 12, 2023, the Foundations entered into Convertible Loan Conversion Agreements (the “Conversion Agreements”) with the Issuer and other lenders party thereto relating to the conversion of the Convertible Debt.

Pursuant to the Conversion Agreements, on May 12, 2023 (the “Conversion Date”), upon stockholder approval of the full conversion of the Preferred Stock, which approval was obtained at the Issuer’s Special Meeting of Stockholders on May 8, 2023, the Convertible Debt became convertible into shares of IFP to be then immediately transferred to the Issuer in exchange for shares of Preferred Stock. Upon the conversion and exchange of the Convertible Debt, the Foundations received an aggregate of 1,071,880 shares of Preferred Stock, which were then converted into an aggregate of 172,386 shares of Common Stock, distributed evenly between the Foundations.

The information set forth in Item 6 of this Schedule 13D is hereby incorporated herein by reference.

The Reporting Person acquired the securities reported herein pursuant to the Share Exchange Agreement and Conversion Agreements for investment purposes.

In addition to the Share Exchange Agreement, the Reporting Person and the Issuer have entered into an Investor Rights Agreement dated as of October 4, 2022 (the “Investor Agreement”) which has been summarized i n Item 6 below.

In connection with the Investor Agreement, the Issuer’s Board of Directors (the “Board”) increased its size from five to seven members, and each of Jason Isenberg and David Jenkins, each being designee of the Foundations under the Investors’ Rights Agreement, was appointed as a member of the Board.

Except as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the persons listed in Schedule 1 to this Schedule 13D, have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Notwithstanding the foregoing, the Reporting Persons will continue to review their investment in the Issuer, and reserve the right to change their intentions with respect to any or all of such matters.

Concurrently with the Acquisition, the Issuer and each of Foundations entered into the Investor Rights Agreement, pursuant to which, among other things, the Foundations received, subject to satisfaction of certain specified minimum securities holding requirements in the Issuer, certain governance rights effective as of the Closing, including the right to designate up to two directors to the Board and certain approval rights with respect to actions taken by the Issuer.

SIGNATURES

After reasonable inquiry each of the undersigned certifies that to the best of his knowledge and belief the information set forth in this statement is true, complete and correct.