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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 16, 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
16, 2026, the Company released a press release relating to its filing 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”). 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 (“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 1400 Broadfield Blvd., Suite 130, Houston, TX.
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 September 16, 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 16, 2026 |
By: |
/s/
Frank D. Heuszel |
| |
Name: |
Frank
D. Heuszel |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Impact
Biomedical Inc Announces Filing of Form F-4 Registration Statement in Connection with Proposed Merger with Zoar Limited (f/k/a
Dr Ashleys Limited)
Houston,
Texas September 16, 2026 — Impact Biomedical Inc. (NYSE: IBO) (the “Company” or “Impact”)
announced that a Form F-4 registration statement (the “Registration Statement”) was filed with the U.S. Securities
and Exchange Commission (the “SEC”) on Thursday, September 10, 2026, by Zoar Limited (“PubCo”)
in connection with the previously announced business combination (the “Business Combination”) with, among others,
PubCo and Zoar Labs Limited (f/k/a Dr. Ashley’s Bio Labs Limited) (“Zoar Labs”), which includes Impact’s
preliminary proxy statement. The F-4 Registration Statement is available through the SEC’s website at www.sec.gov under
the name “Zoar Limited”.
The
management of Impact believes the filing of the Registration Statement is a major milestone in the path to closing. The completion of
the Business Combination and the listing of the ordinary shares of PubCo shall be subject to, among others, the Registration Statement
being declared effective by the SEC, approval of the transaction by Impact stockholders, approval of the listing of PubCo shares on NYSE
American, and satisfaction or waiver of the other conditions in the merger and share exchange agreement.
The
merger of Impact Biomedical Inc. and Zoar, upon approval and closing, is expected to result in a pharmaceutical company focused on the
development and supply of Active Pharmaceutical Ingredients and intermediates for special therapeutic treatment areas.
Additional
Information and Where to Find It In connection with the proposed transaction, Zoar Limited has filed with the SEC a Registration
Statement 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 Business Combination, because these documents will contain important information about Impact, Zoar Labs, PubCo and the Business
Combination. 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, 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, West Henrietta, NY 14586.
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 transaction. 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.
About
Zoar Limited:
Zoar
Limited is a global pharmaceutical company focused on the development and manufacturing of active pharmaceutical ingredients,
formulations, orphan drugs, and contract development and manufacturing services for pharmaceutical and biotechnology companies worldwide.
About
IBO:
Impact
Biomedical Inc. discovers, confirms, and patents unique science and technologies which can be developed into new offerings in biopharmaceuticals
and consumer healthcare and wellness in collaboration with external partners through research, licensing, co-development, joint ventures,
and other relationships.
Safe
Harbor Disclosure:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Registration Statement, the proposed
Business Combination, remaining conditions to closing, expected ownership and listing of PubCo shares, and the anticipated combined business.
These statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected,
including the risk that the Registration Statement is not declared effective on the anticipated timeline or at all, that Impact stockholders
do not approve the transaction, that NYSE American does not approve the listing of PubCo shares, that other closing conditions are not
satisfied or waived, or that the merger and share exchange agreement is terminated. Readers are cautioned not to place undue reliance
on forward-looking statements, which speak only as of the date of this press release.
No
Offer or Solicitation
This
press release is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed transaction and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Investor
Relations:
info@impactbiomedinc.com
www.impactbiomedinc.com
