Impact Biomedical merger registration takes effect

Impact stockholders will receive a definitive proxy statement/prospectus after the board establishes a record date for the merger vote.

Available on EDGAR 11/03/2026 - 09:16 AM EST Accepted by SEC EDGAR 11/03/2026 - 09:15 AM EST

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

425

Rhea-AI Filing Summary

Impact Biomedical Inc. said its November 2, 2026 press release concerned the effectiveness of the Form F-4 registration statement for its proposed merger with Zoar Limited (formerly Dr Ashleys Limited). Zoar Limited’s Form F-4 includes a preliminary proxy statement/prospectus.

Filing Explained

Zoar’s Form F-4 includes a preliminary proxy/prospectus; Impact says definitive materials will be mailed after a record date is set, with a special-meeting vote still ahead on the proposed merger.

Key Figures

Common stock par value: $0.001 per share

1 metrics

Common stock par value $0.001 per share Common Stock

Key Terms

Form F-4 registration statement, preliminary proxy statement/prospectus, solicitation of proxies, record date

4 terms

Form F-4 registration statement regulatory

"effectiveness of its Form F-4 registration statement"

A Form F-4 registration statement is a filing with the U.S. Securities and Exchange Commission used by non‑U.S. (foreign) companies when they plan to issue securities in connection with mergers, acquisitions, exchange offers or other business combinations involving U.S. markets. It combines a prospectus and proxy/disclosure materials so investors can see the transaction terms, the securities being offered, financial statements and risk factors — like a detailed brochure and contract summary that helps investors understand what they would own and what could go wrong.

preliminary proxy statement/prospectus regulatory

"includes a preliminary proxy statement/prospectus"

A preliminary proxy statement/prospectus is an early, draft disclosure document filed with regulators that explains a proposed corporate action—such as a merger, stock offering, or executive pay changes—and provides the facts investors need to decide how to vote or whether to buy. Think of it as a preview version of the official brochure: it outlines the deal, risks and financial details but can still change, so investors use it to assess the situation and plan before the final version arrives.

solicitation of proxies regulatory

"participants in the solicitation of proxies"

Solicitation of proxies is the process by which a company or a shareholder asks other shareholders to authorize their votes on corporate matters by signing or submitting a proxy form. Think of it like asking friends to sign a permission slip on your behalf so a decision can be made without everyone attending; it matters to investors because proxy campaigns determine control of the board, approval of major deals or policies, and can signal contested management battles that affect share value and strategy.

record date regulatory

"a record date to be established by Impact’s board"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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

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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: November 3, 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): November 2, 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 November 2, 2026, the Company released a press release relating to the effectiveness of its Form F-4 registration statement (the “Registration Statement”) in connection with the proposed merger with Zoar Limited (f/k/a Dr Ashleys Limited).

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”). 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 (“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 Limited, Zoar Limited 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 275 Wiregrass Pkwy, Henrietta, New York 14586.

Participants in the Solicitation

Impact, Zoar Limited, 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 November 2, 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.