SecProbe.io

CORRESP
1
filename1.htm

September
5, 2023

VIA
EDGAR SUBMISSION

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Benjamin Richie

Re: Intelligent
                                            Bio Solutions Inc.

Amendment
No. 1 to Registration Statement on Form S-1

Filed
July 27, 2023

File
No. 333-273219

Ladies
and Gentlemen:

This
letter is being submitted on behalf of Intelligent Bio Solutions Inc. (the “Company” or “INBS”)
in response to the comment letter, dated August 8, 2023, of the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Amendment No. 1 to
Registration Statement on Form S-1 filed on July 27, 2023(the “Registration Statement”). The Company’s Amendment
No. 2 to Registration Statement (the “Amended Registration Statement”) has been filed with the Commission.

For
your convenience, we have repeated the comment prior to the response in italics. The references to page numbers in the headings are to
the Registration Statement.

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.

Response:

The
Company notes the Staff’s comment and has added a risk factor describing the impact of the sale of a significant amount of shares
in connection with the offering, including with regard to the risk and impact of potential stock price volatility and potential sales
of a substantial amount of shares.

Smart
In

Your
World®

  Securities
                                            and Exchange Commission

                                            September
                                            5, 2023

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.

Response:

The
Company notes the Staff’s comment and has removed disclosure of preliminary estimates.

*
* *

Should
you have any questions regarding the foregoing, please do not hesitate to contact Johnathan Duncan at (212) 745-9539.

    Sincerely,

    ARENTFOX
    SCHIFF LLP

    /s/
    Johnathan C. Duncan

    By:
    Johnathan
    C. Duncan

cc: Harry
                                            Simeonidis, CEO and President