UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2025, the Board of Directors (the “Board”) of Intelligent Bio Solutions Inc. (the “Company”), upon the recommendation of the Compensation Committee of the Board, approved certain amendments (collectively, the “Amendments”) to the Employment Agreements, each dated June 27, 2022, between Intelligent Bio Solutions (APAC) Pty Ltd, a subsidiary of the Company, and each of Harry Simeondis, the Company’s President and Chief Executive Officer (the “Simeondis Employment Agreement”), and Spiro Sakiris, the Company’s Chief Financial Officer (the “Sakiris Employment Agreement”). The amendment to the Simeondis Employment Agreement (the “Simeondis Amendment”) and the amendment to the Sakiris Employment Agreement (the “Sakiris Amendment”) were each executed and became effective as of June 30, 2025.
The Amendments modified the terms of each Employment Agreement to, among other things: (i) revise the restricted period applicable to post-employment non-compete obligations, providing for a tiered structure ranging from twenty-four (24) months down to one (1) month depending on enforceability; (ii) expand the scope of non-compete restrictions to prohibit direct or indirect involvement with any competing entity during the restricted period and within the restricted area; and (iii) enhance severance benefits to provide that in the event of a termination of employment by the Company without cause, the affected employee will be entitled to (a) a cash payment equal to 100% of the potential bonus, irrespective of individual or Company performance, payable at the same time as bonuses to similarly situated employees, and (b) immediate full vesting of all outstanding equity awards, including unvested restricted stock, as of the termination date, subject to applicable tax withholdings. If such a termination occurs in connection with or following a Change in Control (as defined below) and without cause, the employee will also receive (i) a cash payment equal to two times the employee’s annual base salary, and (ii) an additional cash payment equal to 100% of the potential bonus, both subject to applicable tax withholdings. A “Change in Control” is defined to include: (i) the acquisition of more than 20% of the Company’s voting stock by a person or group; (ii) certain mergers or consolidations resulting in a change in voting power; (iii) the sale or disposition of all or substantially all of the Company’s assets; or (iv) changes in the majority composition of the Board, subject to specified exceptions. An increase in stock ownership resulting from the Company’s repurchase of its own stock is excluded from the definition of Change in Control.
On June 30, 2025, the Board, upon the recommendation of the Compensation Committee, also increased Mr. Simeondis’s annual base salary from AUD$560,000 to AUD$580,000, and increased Mr. Sakiris’s annual base salary from AUD$410,000 to AUD$430,000.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Simeondis Amendment and the Sakiris Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| No. | Description | |
| 10.1 | First Amendment to Employment Agreement (Simeonidis) dated June 30, 2025 | |
| 10.2 | First Amendment to Employment Agreement (Sakiris) dated June 30, 2025 | |
| 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 3, 2025 | ||
| INTELLIGENT BIO SOLUTIONS INC. | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated June 30, 2025 (the “Amendment Effective Date”), is made by and between Intelligent Bio Solutions (APAC) Pty Ltd (formerly known as Glucose Biosensor Systems (Greater China) Pty Ltd, the “Company”) and Harry Simeonidis (the “Employee”).
WHEREAS, the Company and the Employee entered into that certain offer letter and Employment Agreement dated as of June 27, 2022 (the “Employment Agreement”);
WHEREAS, the Company and the Employee wish to amend the Employment Agreement on the terms set forth herein; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings given thereto in the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and the continued employment of the Employee by the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Employment Agreement. The Parties hereby agree:
(a) Item 11 of Table A of the Employment Agreement is amended to read as follows:
| 11. | Restricted Period | 1. The period of twenty-four (24) months’ starting on the End Date or if a court determines that this is unenforceable; then | |
| 2. The period of twelve (12) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 3. The period of six (6) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 4. The period of three (3) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 5. The period of one (1) month starting on the End Date. |
(b) Clause 18 is amended to add a new Clause 18.8 thereto to read as follows:
“18.8 Competing with the Group
You must not during the Restricted Period and in the Restricted Area, directly or indirectly, have any ownership interest in, work for, advise, manage, act as agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Group.
(c) Clause 13 is amended to add a new Clause 13.11 thereto to read as follows:
“13.11 Severance Benefits
Notwithstanding anything in this agreement or any other plan or award agreement to the contrary:
(a) If your employment is terminated by the Company in accordance with Clause 13.1 (“Without Cause Termination”) you will become entitled to payment of a cash amount equal to 100% of the Potential Bonus (regardless of individual or Company performance) (subject to all applicable tax and other deductions and withholdings), to paid at the time such bonuses are paid to similarly situated employees of the Company and all outstanding equity awards with respect to shares of common stock of Parent including any unvested restricted stock award will become 100% vested as of the End Date.
(b) If a Without Cause Termination occurs in connection with or following a Change in Control (as defined below), in addition to the payments and benefits set forth in Clause 13.11(a), you will also be paid an amount in cash equal to (i) two (2) times your Annual Base Salary, paid in equal installments over the 24-month period following the End Date, in accordance with the Company’s normal payroll practice, plus (ii) 100% of the Potential Bonus (regardless of individual or Company performance), to paid at the time such bonuses are paid to similarly situated employees of the Company (subject in each case of clauses (i) and (ii) to all applicable tax and other deductions and withholdings).
(c) Your entitlement to the payment and benefits in this Clause 13.11 is subject to (i) your continued compliance with applicable restrictions under the agreement, including as set forth in Clauses 14, 15 and 18, and (ii) your execution and non-revocation of a form of separation and release agreement to be provided by the Company on or around the End Date.
| 2 |
(d) For purposes of this Section 13.11, “Change in Control” means the first of the following to occur:
(i) a transaction in which any one person, or more than one person acting as a group (as such terms are used in the Securities and Exchange Act of 1934 (the “Exchange Act”)), other than the Company or an Affiliate, acquires beneficial ownership (as that term is defined in Rule 13d-3 under the Exchange Act) of the voting stock of Intelligent Bio Solutions Inc. (“Parent”), either directly or indirectly, that together with the stock held by such person or group, constitutes beneficial ownership of more than 20% of the outstanding voting stock of Parent;
(ii) a merger or consolidation of Parent in which equity securities of the Parent are issued, other than a merger or consolidation which would result in the voting securities of Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving entity or its parent) 50% of the total fair market value or combined voting power of the stock of Parent or such surviving entity (or, as applicable, the parent of such surviving entity) outstanding immediately after such merger or consolidation;
(iii) the sale or disposition by Parent of all or substantially all of its assets in one or more transactions to any person other than the Company or an Affiliate; or
(iv) a change in the constituency of the board of directors of Parent (the “Board”) resulting in individuals who are members of the Board during the 12-month period prior to such change (“Incumbent Directors”) ceasing for any reason to constitute at least a majority of the Board, provided, however, that any new Board member who is approved by a majority of the Incumbent Directors prior to such individual becoming a Board member shall be treated as an Incumbent Director for purposes of determining whether Incumbent Directors constitute a majority of the Board.
A Change of Control caused by an increase in the percentage of stock owned by any one person, or persons acting as a group, as result of a transaction in which the Parent acquires its stock in exchange for property is not treated as a Change in Control for purposes of the Plan.
(e) For purposes of this Section 13.11, “Affiliate” means a corporation, limited liability company or other entity that controls, is controlled by, or is under common control with Parent.”
2. Confirmation of the Employment Agreement. Except as herein expressly amended, the Employment Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
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3. Governing Law. This Amendment, all questions concerning the construction, interpretation and validity of this Amendment, the rights and obligations of the parties hereto, all claims or causes of action that may be based upon, arise out of or related to this Amendment and the negotiation, execution or performance of this Amendment shall be governed by and construed and enforced in accordance with the laws of NSW, without giving effect to any choice or conflict of law provision or rule.
4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
5. Complete Agreement. The Employment Agreement, as amended by this Amendment, constitutes the complete agreement of the parties to this Amendment concerning the subject matter thereof and hereof, and supersedes any prior written or verbal statements, representations, letters or agreements concerning the subject matter thereof and hereof.
6. Effectiveness of Amendment. This Amendment shall be effective on and as of the Amendment Effective Date, and, as of such date, this Amendment shall be deemed to be incorporated by reference into the Employment Agreement. From and after the Amendment Effective Date, all references in the Employment Agreement to “this Agreement,” “this letter,” “herein,” “hereto,” “hereof” and words of similar import shall mean the Employment Agreement, as amended by this Amendment.
* * * * *
| 4 |
IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Amendment as of the day and year first set forth above.
| Intelligent Bio Solutions (APAC) Pty Ltd | ||
| By: | /s/ Spiro Sakiris | |
| Name: | Spiro Sakiris | |
| Title: | Chief Financial Officer | |
| EMPLOYEE | ||
| /s/ Harry Simeonidis | ||
| Harry Simeonidis | ||
| 5 |
Exhibit 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), dated June 30, 2025 (the “Amendment Effective Date”), is made by and between Intelligent Bio Solutions (APAC) Pty Ltd (formerly known as Glucose Biosensor Systems (Greater China) Pty Ltd, the “Company”) and Spiro Sakiris (the “Employee”).
WHEREAS, the Company and the Employee entered into that certain offer letter and Employment Agreement dated as of June 27, 2022 (the “Employment Agreement”);
WHEREAS, the Company and the Employee wish to amend the Employment Agreement on the terms set forth herein; and
WHEREAS, capitalized terms used but not defined herein shall have the meanings given thereto in the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and the continued employment of the Employee by the Company, and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Amendments to the Employment Agreement. The Parties hereby agree:
(a) Item 11 of Table A of the Employment Agreement is amended to read as follows:
| 11. | Restricted Period | 1. The period of twenty-four (24) months’ starting on the End Date or if a court determines that this is unenforceable; then | |
| 2. The period of twelve (12) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 3. The period of six (6) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 4. The period of three (3) months’ starting on the End Date or if a court determines that this is unenforceable; then | |||
| 5. The period of one (1) month starting on the End Date. |
(b) Clause 18 is amended to add a new Clause 18.8 thereto to read as follows:`
“18.8 Competing with the Group
You must not during the Restricted Period and in the Restricted Area, directly or indirectly, have any ownership interest in, work for, advise, manage, act as agent or consultant for, or have any business connection or business or employment relationship with any entity or person which competes with Group.
(c) Clause 13 is amended to add a new Clause 13.11 thereto to read as follows:
“13.11 Severance Benefits
Notwithstanding anything in this agreement or any other plan or award agreement to the contrary:
(a) If your employment is terminated by the Company in accordance with Clause 13.1 (“Without Cause Termination”) you will become entitled to payment of a cash amount equal to 100% of the Potential Bonus (regardless of individual or Company performance) (subject to all applicable tax and other deductions and withholdings), to paid at the time such bonuses are paid to similarly situated employees of the Company and all outstanding equity awards with respect to shares of common stock of Parent including any unvested restricted stock award will become 100% vested as of the End Date.
(b) If a Without Cause Termination occurs in connection with or following a Change in Control (as defined below), in addition to the payments and benefits set forth in Clause 13.11(a), you will also be paid an amount in cash equal to (i) two (2) times your Annual Base Salary, paid in equal installments over the 24-month period following the End Date, in accordance with the Company’s normal payroll practice, plus (ii) 100% of the Potential Bonus (regardless of individual or Company performance), to paid at the time such bonuses are paid to similarly situated employees of the Company (subject in each case of clauses (i) and (ii) to all applicable tax and other deductions and withholdings).
(c) Your entitlement to the payment and benefits in this Clause 13.11 is subject to (i) your continued compliance with applicable restrictions under the agreement, including as set forth in Clauses 14, 15 and 18, and (ii) your execution and non-revocation of a form of separation and release agreement to be provided by the Company on or around the End Date.
| 2 |
(d) For purposes of this Section 13.11, “Change in Control” means the first of the following to occur:
(i) a transaction in which any one person, or more than one person acting as a group (as such terms are used in the Securities and Exchange Act of 1934 (the “Exchange Act”)), other than the Company or an Affiliate, acquires beneficial ownership (as that term is defined in Rule 13d-3 under the Exchange Act) of the voting stock of Intelligent Bio Solutions Inc. (“Parent”), either directly or indirectly, that together with the stock held by such person or group, constitutes beneficial ownership of more than 20% of the outstanding voting stock of Parent;
(ii) a merger or consolidation of Parent in which equity securities of the Parent are issued, other than a merger or consolidation which would result in the voting securities of Parent outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving entity or its parent) 50% of the total fair market value or combined voting power of the stock of Parent or such surviving entity (or, as applicable, the parent of such surviving entity) outstanding immediately after such merger or consolidation;
(iii) the sale or disposition by Parent of all or substantially all of its assets in one or more transactions to any person other than the Company or an Affiliate; or
(iv) a change in the constituency of the board of directors of Parent (the “Board”) resulting in individuals who are members of the Board during the 12-month period prior to such change (“Incumbent Directors”) ceasing for any reason to constitute at least a majority of the Board, provided, however, that any new Board member who is approved by a majority of the Incumbent Directors prior to such individual becoming a Board member shall be treated as an Incumbent Director for purposes of determining whether Incumbent Directors constitute a majority of the Board.
A Change of Control caused by an increase in the percentage of stock owned by any one person, or persons acting as a group, as result of a transaction in which the Parent acquires its stock in exchange for property is not treated as a Change in Control for purposes of the Plan.
(e) For purposes of this Section 13.11, “Affiliate” means a corporation, limited liability company or other entity that controls, is controlled by, or is under common control with Parent.”
2. Confirmation of the Employment Agreement. Except as herein expressly amended, the Employment Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
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3. Governing Law. This Amendment, all questions concerning the construction, interpretation and validity of this Amendment, the rights and obligations of the parties hereto, all claims or causes of action that may be based upon, arise out of or related to this Amendment and the negotiation, execution or performance of this Amendment shall be governed by and construed and enforced in accordance with the laws of NSW, without giving effect to any choice or conflict of law provision or rule.
4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
5. Complete Agreement. The Employment Agreement, as amended by this Amendment, constitutes the complete agreement of the parties to this Amendment concerning the subject matter thereof and hereof, and supersedes any prior written or verbal statements, representations, letters or agreements concerning the subject matter thereof and hereof.
6. Effectiveness of Amendment. This Amendment shall be effective on and as of the Amendment Effective Date, and, as of such date, this Amendment shall be deemed to be incorporated by reference into the Employment Agreement. From and after the Amendment Effective Date, all references in the Employment Agreement to “this Agreement,” “this letter,” “herein,” “hereto,” “hereof” and words of similar import shall mean the Employment Agreement, as amended by this Amendment.
* * * * *
| 4 |
IN WITNESS WHEREOF, the parties hereto have executed or caused to be executed this Amendment as of the day and year first set forth above.
| Intelligent Bio Solutions (APAC) Pty Ltd | ||
| By: | /s/ Harry Simeonidis | |
| Name: | Harry Simeonidis | |
| Title: | Director | |
| EMPLOYEE | ||
| /s/ Spiro Sakiris | ||
Spiro Sakiris | ||
| 5 |
Cover |
Jun. 30, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 30, 2025 |
| Entity File Number | 001-39825 |
| Entity Registrant Name | INTELLIGENT BIO SOLUTIONS INC. |
| Entity Central Index Key | 0001725430 |
| Entity Tax Identification Number | 82-1512711 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 135 West, 41st Street |
| Entity Address, Address Line Two | 5th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10036 |
| City Area Code | (646) |
| Local Phone Number | 828-8258 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.01 par value |
| Trading Symbol | INBS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |