Impact BioMedical to enact 1-for-12.62 reverse split

Impact BioMedical will execute a 1-for-12.62 reverse stock split ahead of a proposed Zoar Limited merger and to support NYSE American listing compliance.

Rhea-AI Filing Summary

Impact BioMedical Inc. is implementing a reverse stock split of its common stock at a ratio of 1-for-12.62, effective at 12:01 a.m. Eastern Time on September 23, 2026. This will reduce outstanding shares from approximately 107.8 million to approximately 8.5 million, with fractional shares rounded up to the nearest whole share. The reverse split is being effected in connection with a proposed merger with Zoar Limited and to assist in regaining compliance with NYSE American continued listing requirements, although there is no assurance it will achieve compliance or that the merger will be consummated. Proportional adjustments will apply to outstanding equity awards, related exercise or conversion prices, and shares reserved under equity plans, while the total number of authorized common shares will remain unchanged. After the reverse split, Impact stockholders are expected to receive one Zoar Limited share for each Impact share held immediately prior to the merger’s effective time, as previously announced.

Filing Explained

The business combination remains proposed: Zoar has filed a registration statement containing a preliminary proxy statement/prospectus, but a definitive version will be mailed only after the registration statement is declared effective and a record date is set for Impact stockholders to vote.

Key Figures

Reverse stock split ratio: 1-for-12.62 Shares outstanding before reverse split: 107,800,000 shares Shares outstanding after reverse split: 8,500,000 shares +2 more

5 metrics

Reverse stock split ratio 1-for-12.62 Every 12.62 shares of common stock will be combined into one share

Shares outstanding before reverse split 107,800,000 shares Approximate common shares outstanding prior to the reverse stock split

Shares outstanding after reverse split 8,500,000 shares Approximate common shares outstanding after the reverse stock split

Reverse split effective date and time September 23, 2026, 12:01 a.m. Eastern Time Effective time of the reverse stock split for Impact BioMedical common stock

Merger share exchange ratio 1:1 Expected one Zoar Limited share for each Impact share before merger, after reverse split

Key Terms

Reverse Stock Split, Regulation FD Disclosure, Proxy Statement/Prospectus, Business Combination, +1 more

5 terms

Reverse Stock Split financial

"press release relating to its proposed Reverse Stock Split (the “Reverse Split”)"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure On September 14, 2026"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Proxy Statement/Prospectus regulatory

"has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

Business Combination financial

"for its special meeting of stockholders to be held to approve, among other things, the proposed merger"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

continued listing requirements regulatory

"to assist the Company in regaining compliance with the continued listing requirements of the NYSE American LLC"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What reverse stock split did Impact BioMedical (IBO) announce?

Impact BioMedical announced a 1-for-12.62 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on September 23, 2026. Every 12.62 existing shares will be combined and converted into one share of common stock, with fractional shares rounded up.

How will Impact BioMedical’s (IBO) share count change after the reverse split?

After the reverse split, Impact BioMedical’s outstanding common shares will decrease from approximately 107.8 million to approximately 8.5 million. The total number of authorized common shares under its Certificate of Incorporation will not change.

Why is Impact BioMedical (IBO) effecting the reverse stock split?

The reverse stock split is being effected in connection with Impact BioMedical’s proposed merger with Zoar Limited and to assist the company in regaining compliance with NYSE American continued listing requirements, though there is no assurance these objectives will be achieved.

What will Impact BioMedical (IBO) shareholders receive in the proposed Zoar Limited merger?

At the closing of the proposed merger, Impact stockholders are expected to receive one (1) share of Zoar Limited for every one (1) share of Impact common stock held immediately prior to the merger’s effective time, after giving effect to the reverse stock split.

How will the reverse split affect Impact BioMedical (IBO) equity awards and plans?

Proportional adjustments will be made to shares issuable upon exercise or vesting of outstanding equity awards, to the related exercise or conversion prices, and to the number of shares reserved for issuance under Impact BioMedical’s equity incentive plans.

Will Impact BioMedical (IBO) issue fractional shares in the reverse split?

No. No fractional shares will be issued. Any fractional share that would otherwise result from the reverse stock split will be rounded up to the nearest whole share of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/15/2026 - 06:11 AM Accepted by SEC EDGAR 09/14/2026 - 08:12 PM Learn about SEC filing dates

Filed by Impact BioMedical Inc.

Pursuant to Rule 425

under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Zoar Limited

Commission File No.: 333-298856

Date: September 14, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

IMPACT BIOMEDICAL INC.

(Exact name of registrant as specified in its charter)

Nevada		001-42212		85-3926944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1400 Broadfield Blvd., Suite 130, Houston, TX		77084
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 415-6576

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		IBO		The NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On September 14, 2026, the Company released a press release relating to its proposed Reverse Stock Split (the “Reverse Split”), which will become effective at 12:01 a.m., Eastern Time, on September 23, 2026.

On December 30, 2025, the stockholders of the Company authorized the Board of Directors to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio within a range of 1-for-12.48 to 1-for-50, with the exact ratio to be determined at the discretion of the Company’s Chief Executive Officer. The Reverse Stock Split is being effected in connection with the Company’s proposed merger with Zoar Limited (f/k/a Dr. Ashley’s Limited) and to assist the Company in regaining compliance with the continued listing requirements of the NYSE American LLC. No assurance can be given that the Reverse Stock Split will enable the Company to maintain compliance with applicable listing standards or that the proposed merger will be consummated. As a result of the Reverse Stock Split, every 12.62 shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split; any fractional shares that would otherwise have resulted from the Reverse Stock Split will be rounded up to the nearest whole share. As a result, the number of outstanding shares of the Company’s common stock will decrease from approximately 107.8 million shares to approximately 8.5 million shares. Proportional adjustments will be made to the number of shares issuable upon the exercise or vesting of outstanding equity awards, the applicable exercise or conversion prices, and the number of shares reserved for issuance under the Company’s equity incentive plans. The Reverse Stock Split will not affect the total number of shares of common stock that the Company is authorized to issue under its Certificate of Incorporation.

As previously announced on the current report on Form 8-K dated June 23, 2025, at the closing of the proposed merger, Impact stockholders are expected to receive one (1) share of Zoar Limited for every one (1) share of Impact Common Stock held immediately prior to the effective time of the proposed merger, after giving effect to the Reverse Stock Split.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause the Company’s actual results and financial position to differ materially. These risks and uncertainties include uncertainties associated with market conditions and other risks described under the heading “Risk Factors” in the Company’s SEC Filings on Form 10-K and Form 10-Q. The Company assumes no responsibility to update or revise any forward-looking statements to reflect events, trends or circumstances after the date hereof.

Additional Information and Where to Find It

In connection with the proposed transaction, Zoar Limited has filed with the SEC a registration statement on Form F-4 that includes a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). After the Registration Statement is declared effective, a definitive Proxy Statement/Prospectus will be mailed to Impact’s stockholders as of a record date to be established by Impact’s board of directors for voting on the Business Combination. Impact may also file other relevant documents regarding the Business Combination with the SEC. Impact’s stockholders and other interested persons are advised to read, once available, the preliminary Proxy Statement/Prospectus and any amendments thereto and, once available, the definitive Proxy Statement/Prospectus, in connection with Impact’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed merger, because these documents will contain important information about Impact, Zoar Labs, PubCo and the proposed merger. Stockholders of Impact may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed merger and other documents filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Impact’s Chief Executive Officer at 1400 Broadfield Blvd., Suite 130, Houston, TX.

Participants in the Solicitation

Impact, PubCo, Zoar Labs, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Impact stockholders in connection with the proposed merger. Information about Impact’s directors and executive officers is set forth in Impact’s filings with the SEC. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Registration Statement and the proxy statement/prospectus included therein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release, dated September 14, 2026
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	IMPACT BIOMEDICAL INC.
Date: September 14, 2026	By:	/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel
	Title:	Chief Executive Officer