Impact BioMedical Inc. filings document the regulatory record of a biotechnology and health-technology company focused on patented science for biopharmaceuticals, consumer healthcare and wellness. Its disclosures cover operating and financial results, risk factors, going-concern audit language, material events and agreements, and capital-structure matters tied to common stock and convertible preferred stock.
Proxy statements and 8-K reports record shareholder voting matters, board elections, auditor ratification, executive-compensation votes and other governance items. Additional filings address material-event disclosures, security-holder approvals and ownership or conversion activity affecting the company’s equity structure.
Impact BioMedical filed a Preliminary Information Statement regarding corporate actions that will become effective no sooner than 20 days after mailing a Definitive Information Statement to stockholders. The filing discloses beneficial ownership snapshots showing DSS, Inc. holds 545,024 shares (4.5%) and that most named insiders and directors hold less than 1% individually. Director fees are listed at $1,250 cash plus $925 in other compensation for several directors, totaling $2,175 each. Executive pay detail shows Mark Suseck with total 2024 compensation of $158,689 and Todd D. Macko with $555 in 2024. The document includes signatures and appears to be a standard preliminary disclosure under the Exchange Act and Nevada Revised Statutes.
Impact BioMedical, Inc. reported a six-month net loss of $15,631,000 for the period ended June 30, 2025, versus a loss of $1,880,000 a year earlier, driven primarily by a $12,942,000 fair-value adjustment on a related-party note payable. Operating loss for the six months was $2,165,000 while total revenue was nominal at $7,000, reflecting limited commercial sales activity.
At June 30, 2025, total assets were $19.06 million (including $17.565 million of net intangible assets for developed technologies), cash was $624,000, and the related-party note payable was recorded at $22.352 million. Stockholders' deficit was $10.341 million and accumulated deficit increased to $53.283 million. The company disclosed substantial doubt about its ability to continue as a going concern and noted it raised $3.726 million in its September 16, 2024 IPO. The company also completed a February 25, 2025 acquisition of DSS PureAir assets for $1.15 million paid in stock, adding inventory and Celios IP.
Impact BioMedical (NYSE:IBO) disclosed in an 8-K that it signed a Merger and Share Exchange Agreement on 21 June 2025 with Dr Ashleys Cayman, newly formed PubCo Dr Ashleys Limited and related entities.
Transaction structure: (i) Merger Sub will merge into Impact, making Impact a wholly-owned subsidiary of PubCo; (ii) immediately after, PubCo will acquire 100% of Dr Ashleys Cayman. Post-closing ownership will be 94.20 % Dr Ashleys Cayman shareholder, 4.80 % Impact shareholders and 1.00 % BMI Capital. A reverse stock split of Impact shares will occur immediately before closing to facilitate the exchange ratio.
Consideration mechanics: each Impact common share, preferred conversion share, option and warrant (after conversion/cancellation) will be exchanged for PubCo ordinary shares representing the 4.80 % aggregate stake. Impact must have ≥ $10,000 net cash and zero net debt at closing. NYSE American must conditionally approve listing of PubCo shares.
Governance changes: Impact will be renamed "Dr Ashleys USA Inc."; all current Impact directors and officers will resign. New board and officers for both Impact and PubCo will be designated by Dr Ashleys Cayman. Support agreements covering 86.81 % of Impact’s shares commit to vote in favour of the deal.
Key conditions & rights: customary accuracy of reps & warranties, absence of material adverse effect, effectiveness of a registration statement, no blocking injunctions, and termination rights for breach or superior proposals. A Transition Agreement with DSS, Inc. was executed to ensure orderly hand-over of operations.
The filing attaches the Merger Agreement (Exhibit 2.1), Voting Agreement (Exhibit 10.1) and Transition Agreement (Exhibit 10.2) for full terms.