Amendment: SEC Form SCHEDULE 13G/A filed by Intelligent Bio Solutions Inc.
$INBS
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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INTELLIGENT BIO SOLUTIONS INC. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
36151G402 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
BIGGER CAPITAL FUND L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
227,274.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.93 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
Bigger Capital Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
227,274.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.93 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
District 2 Capital Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,758.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
District 2 Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,758.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
District 2 GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,758.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
District 2 Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
75,758.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | 36151G402 |
| 1 | Names of Reporting Persons
Bigger Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
303,032.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
INTELLIGENT BIO SOLUTIONS INC. | |
| (b) | Address of issuer's principal executive offices:
135 West, 41st Street, 5th Floor, New York, NY 10036 | |
| Item 2. | ||
| (a) | Name of person filing:
Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
District 2 Capital Fund LP ("District 2 CF")
District 2 Capital LP ("District 2")
District 2 GP LLC ("District 2 GP")
District 2 Holdings LLC ("District 2 Holdings")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if none, residence:
Bigger Capital Fund, LP
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
Bigger Capital Fund GP, LLC
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135
District 2 Capital Fund LP
175 W. Carver Street
Huntington, NY 11743
District 2 Capital LP
175 W. Carver Street
Huntington, NY 11743
District 2 GP LLC
175 W. Carver Street
Huntington, NY 11743
District 2 Holdings LLC
175 W. Carver Street
Huntington, NY 11743
Michael Bigger
11700 West Charleston Blvd., #170-659
Las Vegas, NV, 89135 | |
| (c) | Citizenship:
Bigger Capital Fund, LP
Citizenship: Delaware
Bigger Capital Fund GP, LLC
Citizenship: Delaware
District 2 Capital Fund LP
Citizenship: Delaware
District 2 Capital LP
Citizenship: Delaware
District 2 GP LLC
Citizenship: Delaware
District 2 Holdings LLC
Citizenship: Delaware
Michael Bigger
Citizenship: USA | |
| (d) | Title of class of securities:
Common Stock, $0.01 par value | |
| (e) | CUSIP No.:
36151G402 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of January 31, 2025, Bigger Capital beneficially owned an aggregate of 227,274 shares of Common Stock, issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own an aggregate of 227,274 shares of Common Stock issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation, beneficially owned by Bigger Capital.
As of January 31, 2025, District 2 CF beneficially owned 75,758 shares of Common Stock issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation.
District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 75,758 shares of Common Stock issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation, beneficially owned by District 2 CF.
District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 75,758 shares of Common Stock issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation, beneficially owned by District 2 CF.
District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 75,758 shares of Common Stock issuable upon the exercise of Warrants, which contain a 4.99% beneficial ownership limitation, beneficially owned by District 2 CF.
Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) aggregate of 227,274 shares of Common Stock, issuable upon the exercise of Warrants, beneficially owned by Bigger Capital, and (ii) 75,758 shares of Common Stock, issuable upon the exercise of Warrants, beneficially owned by District 2 CF.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of shares beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. | |
| (b) | Percent of class:
The following percentages are based on 4,386,816 shares of Common Stock outstanding as of November 4, 2024, as reported in the Company's Form 10-Q for the six months ended September 30, 2024, and to reflect the addition of exercisable Warrants to the denominator and with respect to Mr. Bigger, the Blockers (as hereinafter defined).
As of the close of business on January 31, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 4.93% of the outstanding shares, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own 1.7% of the outstanding shares, and (iii) Mr. Bigger may be deemed to beneficially own approximately 4.99% of the outstanding shares.
Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares (the "Blockers"), and the percentage set forth in Row 11 of the cover page for Mr. Bigger as well the information in this Item 4(b) with respect to Mr. Bigger gives effect to the Blockers. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due to the Blockers. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. Previously Filed | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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