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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 23, 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.) |
275
Wiregrass Pkwy, West
Henrietta, NY |
|
14586 |
| (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
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
November 24, 2025, the Board of Directors (“the Board”), subject to the requisite approval of the shareholders of Impact
BioMedical Inc. (the “Company”), approved a proposal to authorize a reverse stock split of the Company’s common stock,
at a ratio within the range of not less than 1-for-12.48 and not more than 1-for-50, with such ratio to be determined in the discretion
of the Company’s Chief Executive Officer. On December 30, 2025, the majority of the Company’s stockholders approved a proposal
to authorize a reverse stock split of the Company’s issued and outstanding common stock, at a ratio within the range of not less
than 1-for-12.48 and not more than 1-for-50, with such ratio to be determined in the discretion of the Company’s Chief Executive
Officer.
On
September 23, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Certificate of Incorporation (as
amended to date, the “Certificate of Incorporation”) with the Secretary of State of the State of Nevada to effect a one-for-twelve
point six two (1-for-12.62) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock, par
value $0.001 per share (the “Common Stock”). As a result of the Reverse Stock Split, at the Effective Time, every twelve
point six two (12.62) shares of the Company’s issued and outstanding pre-Reverse Stock Split Common Stock were automatically combined
into one (1) share of outstanding Common Stock. The Reverse Stock Split became effective on September 23, 2026, at 12:01 A.M. EST (the
“Effective Time”) and began trading on a split adjusted basis on September 23, 2026, under the existing ticker symbol “IBO”
and a new CUSIP number of 45259L304 on the New York Stock Exchange American.
The
Company submitted the Amendment to the Secretary of State of the State of Nevada for filing on September 23, 2026. Because of a clerical
processing error in the office of the Secretary of State of the State of Nevada, the Company did not receive the file-stamped Amendment
until October 6, 2026. The Company is therefore filing this Current Report on Form 8-K now, rather than within four business days of
September 23, 2026, and has been in contact with the New York Stock Exchange American regarding this.
The
Reverse Stock Split did not change the authorized number of shares or the par value of the Common Stock or preferred stock, nor any voting
rights of the Common Stock. The Reverse Stock Split reduced the number of shares of Common Stock issued and outstanding from approximately
107.8 million to approximately 8.6 million.
No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional
share were entitled to receive one full share of post-Reverse Stock Split Common Stock, in lieu of receiving such fractional shares.
The
Company’s transfer agent, Equiniti Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Registered
stockholders holding pre-split shares of the Company’s Common Stock electronically in book-entry form are not required to take
any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions
automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required
to take any action in connection with the Reverse Stock Split.
The
foregoing description is qualified in its entirety by the full text of the Certificate of Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Amended and Restated Articles of Incorporation |
| 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:
October 9, 2026 |
By: |
/s/
Frank D. Heuszel |
| |
Name: |
Frank
D. Heuszel |
| |
Title: |
Chief
Executive Officer |
