Intelligent Bio Solutions (INBS) Proxy filing summary

Executive summary

• Virtual annual meeting set for December 3, 2026; October 13, 2026 record date, with 3,316,803 common shares eligible to vote.

• Stockholders will vote on eight proposals, including director elections, auditor ratification, an expanded equity plan, warrant-share issuance, executive pay and meeting adjournments.

Voting matters and shareholder proposals

• Board recommends FOR all four director nominees, UHY LLP ratification, the 2019 Plan amendment, Nasdaq warrant issuance, say-on-pay and both adjournment proposals; it recommends annual say-on-frequency votes.

• Proposal 3 would increase the plan reserve by 221,000 shares, from 179,500 to 400,500, and raise the annual non-employee director award cap from 5,000 to 10,000 shares.

• Proposal 4 seeks approval to issue up to 2,036,659 shares upon exercise of Series N-2 Warrants; approval permits exercise, while rejection prevents potential exercise proceeds of ~$4.75 million.

• Proposals 7 and 8 would authorize adjournments, if needed, to solicit additional votes for the plan amendment and Nasdaq proposals, respectively.

• Stockholders may submit Rule 14a-8 proposals for the next annual meeting by July 5, 2027; director-nominee proxy solicitation notices under Rule 14a-19 are due October 4, 2027.

Board of directors and corporate governance

• Four independent directors stand for re-election: Steven Boyages, Jonathan Hurd, Jason Isenberg and Nicola Fraser; the Board separates chair and CEO roles.

• The Board met five times and acted by written consent 13 times in FY2026; each incumbent attended at least 75% of applicable Board and committee meetings.

• The Audit, Compensation, and Nominating and Corporate Governance Committees consist of independent directors; Nicola Fraser is the Audit Committee financial expert.

• A written Code of Ethics applies to officers, directors and employees; insider-trading policy prohibits unapproved hedging of company securities.