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2025-11-05
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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 5, 2025
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: (585) 325-3610
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 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
5.07 Submission of Matters to a Vote of Security Holders
On
November 5, 2025, Impact Biomedical Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual
Meeting”). A total of 64,328,010 shares of common stock of the Company, representing 88.50% of the aggregate shares outstanding
and eligible to vote on September 8, 2025, the record date for the Meeting, and constituting a quorum, were represented in person or
by valid proxies at the Meeting.
The
stockholders approved the election of Frank D. Heuszel; Elise Brownell; Melissa Sims; Castel Hibbert; David Keene; Christian Zimmerman;
Jason Grady and Chan Heng Fai Ambrose to serve as directors of the Company until the next Annual Meeting of the shareholders.
The
stockholders ratified the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025.
The
stockholders approved, on an advisory basis, the compensation of the named executive officers.
The
final voting results on these matters were as follows:
1.
Approval of the election of Frank D. Heuszel; Elise Brownell; Melissa Sims; Castel Hibbert; David Keene; Christian Zimmerman; Jason Grady
and Chan Heng Fai Ambrose to serve as directors of the Company until the next Annual Meeting of the shareholders:
| | |
FOR | | |
AGAINST | | |
WITHHELD | | |
BROKER
NON-VOTES | |
| Frank D. Heuszel | |
| 61,565,626 | | |
| 54,136 | | |
| 5,487 | | |
| 2,702,761 | |
| Elise Brownell | |
| 61,535,306 | | |
| 74,945 | | |
| 14,997 | | |
| 2,702,761 | |
| Melissa Sims | |
| 61,496,912 | | |
| 112,291 | | |
| 16,046 | | |
| 2,702,761 | |
| Castell Hibbert | |
| 61,564,380 | | |
| 45,380 | | |
| 15,489 | | |
| 2,702,761 | |
| David Keene | |
| 61,536,534 | | |
| 73,768 | | |
| 14,947 | | |
| 2,702,761 | |
| Christian Zimmerman | |
| 61,566,321 | | |
| 43,460 | | |
| 15,468 | | |
| 2,702,761 | |
| Jason Grady | |
| 61,566,251 | | |
| 52,677 | | |
| 6,321 | | |
| 2,702,761 | |
| Chan Heng Fai Ambrose | |
| 61,505,698 | | |
| 113,631 | | |
| 5,920 | | |
| 2,702,761 | |
2.
Ratification of the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2025:
| FOR | | |
AGAINST | | |
ABSTAIN | |
| | 64,126,924 | | |
| 174,317 | | |
| 26,769 | |
3.
Approval on an advisory basis of the compensation of the named executive officers:
| FOR | | |
AGAINST | | |
ABSTAIN | | |
BROKER NON-VOTES | |
| | 61,512,770 | | |
| 107,684 | | |
| 4,795 | | |
| 2,702,761 | |
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 6, 2025 |
By: |
/s/
Frank D. Heuszel |
| |
Name: |
Frank
D. Heuszel |
| |
Title: |
Chief
Executive Officer |
