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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): February 27, 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
1.01 Entry into a Material Definitive Agreement
Amendment
to Merger and Share Exchange Agreement
As
previously disclosed, Impact BioMedical Inc., a Nevada corporation (the “Company” or “Impact”), is party to that
certain Merger and Share Exchange Agreement, dated June 21, 2025 (the “Original Merger and Share Exchange Agreement”), by
and among Dr Ashleys Limited, a Cayman Islands exempted company limited by shares (“PubCo”), Impact, Dr Ashleys Nevada Sub,
Inc., a Nevada corporation and wholly owned subsidiary of PubCo (“Merger Sub”), Dr Ashleys Bio Labs Limited, a Cayman Islands
exempted company limited by shares (“Dr Ashleys”), and Kanans Visvanats (a.k.a. Kannan Vishwanatth), solely in his capacity
as the sole shareholder of Dr Ashleys (the “Dr Ashleys Shareholder”).
On
February 27, 2026, the parties entered into Amendment No. 1 to the Merger and Share Exchange Agreement (the “Amendment to the Original
Merger and Share Exchange Agreement” and, together with the Original Merger and Share Exchange Agreement, the “Merger and
Share Exchange Agreement”). The Amendment to the Original Merger and Share Exchange Agreement provides that in addition to issuing
22,000 PubCo ordinary shares to Frank D. Heuszel, the Chief Executive Officer of Impact (the “Impact Compensation Shares”)
as set forth in the Original Merger and Share Exchange Agreement, subject to DSS, Inc.’s full performance of the obligations set
forth in the Transition Arrangement Agreement (as amended), PubCo shall issue 53,000 PubCo ordinary shares (the “DSS Shares First
Batch”) and 75,000 PubCo ordinary shares (the “DSS Shares Second Batch”) to DSS, Inc. at the Closing. The Amendment
clarifies that the Impact Compensation Shares and the DSS Shares will be deducted from the Company Share Consideration to be issued to
the Dr Ashleys Shareholder at Closing. Accordingly, the definition of “Company Share Consideration” was amended to provide
that PubCo shall issue 169,560,000 PubCo ordinary shares, representing 94.20% of the total issued and outstanding PubCo ordinary shares
at the Closing, without giving effect to any Compensation Shares, DSS Shares First Batch or DSS Shares Second Batch to be issued in accordance
with Section 3.2(d) of the Merger and Share Exchange Agreement.
The
Amendment also revises certain termination provisions by extending the End Date from March 31, 2026 to July 1, 2026, which may be extended
with the mutual written consent of Impact, PubCo, Dr Ashleys Shareholder and the Company (as further defined in the Amendment to the
Original Merger and Share Exchange Agreement) and adds a provision requiring Impact to seek board approval to enter into certain loan
agreements upon request prior to the Effective Time.
The
foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The
foregoing description of the Amendment to the Original Merger and Share Exchange Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Amendment
to Voting and Support Agreement
On
February 27, 2026, the parties to that certain voting and support agreement, dated June 21, 2025 (the “Original Voting and Support
Agreement”), entered into Amendment No. 1 to the Impact Stockholder Voting and Support Agreement (the “Amendment to the Original
Voting and Support Agreement” and, together with the Original Voting and Support Agreement, the “Voting and Support Agreement”).
Pursuant to the Amendment to the Original Voting and Support Agreement, the supporting stockholders’ aggregate ownership was updated
to reflect that such stockholders collectively hold 92,980,843 shares of Impact common stock on an as-converted basis, representing approximately
88.87% of Impact’s shares on a fully diluted basis, and Schedule I was amended to reflect the updated share ownership of DSS, Inc.
and DSS BioHealth Security, Inc.
The
foregoing description of the Amendment to the Original Voting and Support Agreement does not purport to be complete and is qualified
in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
incorporated herein by reference.
Amendment
to Transition Arrangement Agreement
Also
on February 27, 2026, the parties entered into Amendment No. 1 to the Transition Arrangement Agreement (the “Amendment to the Original
Transition Arrangement” and, together with the Original Transition Arrangement Agreement, the “Transition Arrangement Agreement”).
Pursuant to the Amendment to the Original Transition Arrangement, DSS, Inc. agreed to certain funding and hold harmless obligations in
connection with the transactions contemplated by the Merger and Share Exchange Agreement and agreed to support and vote in favor of Impact’s
co-signing of one or more loan agreements requested by PubCo, Merger Sub, Dr Ashleys Shareholder or Dr Ashleys, if approved by Impact’s
board of directors. In consideration thereof, PubCo agreed to issue to DSS, Inc. the DSS Shares at the Closing, subject to the effectiveness
of the registration statement covering such shares.
In
consideration of the hold harmless obligations, and as referenced hereinabove, DSS shall be entitled to receive 53,000 PubCo Ordinary
Shares (First Batch DSS Shares) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the
Company Share Consideration. Upon issuance, the First Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness
of the Registration Statement registering the Company Share Consideration. The First Batch DSS Shares shall be registered and fully tradable
by DSS under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.
Upon
DSS’s full performance of the Funding Obligations, DSS shall be entitled to receive 75,000 PubCo Ordinary Shares (Second Batch
DSS Shares) to be issued by PubCo as part of the Share Exchange at Closing, which number will be reduced from the Company Share Consideration.
Upon issuance, the Second Batch DSS Shares shall be fully paid and non-assessable, and subject to the effectiveness of the Registration
Statement registering the Company Share Consideration. The Second Batch DSS Shares shall also be registered and fully tradable by DSS
under the Securities Act, subject only to any restrictions imposed by any applicable laws or regulations.
The
foregoing description of the Amendment to the Original Transition Arrangement does not purport to be complete and is qualified in its
entirety by reference to the full text of such amendment, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
10.1
|
|
Amendment No. 1 to the Merger and Share Exchange Agreement, dated February 27, 2026
|
| 10.2 |
|
Amendment No. 1 to the Impact Stockholder Voting and Support Agreement, dated February 27, 2026 |
| 10.3 |
|
Amendment No. 1 to the Transition Arrangement Agreement, dated February 27, 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:
March 4, 2026 |
By: |
/s/ Frank
D. Heuszel |
| |
Name: |
Frank D. Heuszel |
| |
Title: |
Chief Executive Officer |
