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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): 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.
| |
IMPACT
BIOMEDICAL INC. |
| |
|
|
| Date:
November 3, 2026 |
By: |
/s/
Frank D. Heuszel |
| |
Name: |
Frank
D. Heuszel |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Impact
Biomedical Inc. and Zoar Limited Announce SEC Declaration of Effectiveness of Form F-4 Registration Statement, Marking Major Milestone
Toward Closing of Proposed Business Combination
Special
meeting of Impact Biomedical stockholders to approve the proposed Business Combination scheduled for November 13, 2026, at 10:00 a.m.
Eastern Standard Time
Upon
closing, the combined company is expected to operate as Zoar Limited and trade on NYSE American under the ticker symbol “ZOAR,”
subject to listing approval
HOUSTON,
Texas, November 02, 2026 — Impact Biomedical Inc. (NYSE American: IBO) (“Impact” or the “Company”) and
Zoar Limited (f/k/a Dr. Ashley’s Limited) (“PubCo”) announced that the U.S. Securities and Exchange Commission (“SEC”)
declared effective on October 23, 2026, PubCo’s registration statement on Form F-4 (the “Registration Statement”)
in connection with the previously announced business combination involving Impact, PubCo and Zoar Labs Limited (f/k/a Dr. Ashley’s
Bio Labs Limited) (“Zoar Labs”) (the “Business Combination”). The effectiveness of the Registration Statement
marks another substantial step toward completion of the Business Combination.
“Effectiveness
of the Form F-4 marks an important milestone as we advance toward completing our business combination with Zoar,” said Frank D.
Heuszel, Chief Executive Officer of Impact. “We have moved from the registration process to a scheduled stockholder vote, marking
another substantial step in bringing this transaction to completion. We are excited about the combined company’s prospects and
look forward to this next important stage.”
Upon
closing, the Business Combination 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.
Impact’s
special meeting of stockholders is scheduled for November 13, 2026, at 10:00 a.m. Eastern Standard Time. At the meeting, stockholders
will vote on, among other matters, a proposal to approve and adopt the Merger and Share Exchange Agreement and the Business Combination
contemplated thereby, as more fully described in the definitive proxy statement/prospectus. The Company commenced mailing the definitive
proxy statement/prospectus and related proxy materials to stockholders on October 23, 2026.
Stockholders
are encouraged to review the definitive proxy statement/prospectus carefully and vote promptly using the instructions provided in their
proxy materials.
Completion
of the Business Combination remains subject to approval by Impact’s stockholders, approval for listing PubCo’s ordinary shares
on NYSE American, and the satisfaction or waiver, as applicable, of the other closing conditions set forth in the Merger and Share Exchange
Agreement. There can be no assurance that the Business Combination will be completed on any particular timetable or at all.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, PubCo has filed with the SEC the Registration Statement, which includes Impact’s
definitive proxy statement and PubCo’s prospectus (the “Proxy Statement/Prospectus”). The Registration Statement was
declared effective on October 23, 2026, and Impact commenced mailing the definitive Proxy Statement/Prospectus and related proxy materials
to its stockholders on the same date. Impact may also file other relevant documents regarding the Business Combination with the SEC.
IMPACT
STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO, AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
IMPACT, ZOAR LABS, PUBCO AND THE BUSINESS COMBINATION.
Stockholders
may obtain copies of the definitive Proxy Statement/Prospectus and other documents filed with the SEC, without charge, at the SEC’s
website 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 Business Combination. 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 definitive 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 and orphan
drugs and provides contract development and manufacturing services to pharmaceutical and biotechnology companies worldwide. To date,
Zoar Limited has shipped more than 85 pharmaceutical products to customers in 35 countries.
About
Impact Biomedical Inc.
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 proposed Business Combination, remaining conditions to closing,
the anticipated listing and trading of PubCo shares under the ticker symbol “ZOAR,” and the anticipated business and prospects
of the combined company. 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 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, that the Merger and Share Exchange Agreement
is terminated, or that the anticipated benefits of the Business Combination are not realized. Additional risks are described in the definitive
Proxy Statement/Prospectus and other relevant filings with the SEC. 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
