UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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14C INFORMATION
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Information
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Definitive Information
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IMPACT
BIOMEDICAL INC.
(Name
of Registrant As Specified In Charter)
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IMPACT
BIOMEDICAL INC.
1400
Broadfield Blvd., Suite 130
Houston,
TX 77084
(585)
325-3610
INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE NOT REQUESTED TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Houston,
TX
August
[__], 2025
This
Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share (“Common Stock”)
and shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”) per share of Impact BioMedical Inc., a
Nevada corporation (the “Company”) pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and Regulation 14C and Schedule 14C thereunder, in connection with the approval of the actions described below (the “Corporate
Actions”) taken by unanimous written consent of the Board of Directors of the Company and by written consent of the holders of
a majority of the voting power of the issued and outstanding capital stock of the Company:
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1. |
To approve the issuance
of up to an aggregate of 31,939,778 shares of the Company’s common stock to DSS, Inc. pursuant to the Debt Conversion Agreement
(the “Issuance Proposal”); |
The
purpose of this Information Statement is to notify our stockholders that on July 14, 2025, stockholders holding a majority of the
voting power of our issued and outstanding shares of voting stock, executed a written consent approving the Corporate Actions. Pursuant
to Rules 240.14c-2(d) and 240.14a-16(b) promulgated under the Exchange Act, the Corporate Actions will become effective no sooner
than 20 days after a definitive Information Statement has been distributed to the shareholders of the Company.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Nevada law and the
Company’s Certificate of Incorporation and Bylaws. As a result, no further action by any other stockholder is required to approve
the Corporate Actions and we have not and will not be soliciting your approval of the Corporate Actions. Notwithstanding, the holders
of our common and preferred stock of record at the close of business on August 6, 2025 (the “Record Date”), are entitled
to notice of the stockholder action by written consent.
A
copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 was filed with the SEC on March 28, 2025, (the “2024
Annual Report”), is available on the Company’s website (www.impactbiomedinc.com.) or upon request by contacting us
at Impact BioMedical Inc., 1400 Broadfield Blvd., Suite 130, Houston, Texas TX 77084; Attn: Investor Relations.
The
Company is mailing its stockholders of record as of [____], 2025, a definitive Information Statement materials on or about [_____], 2025.
The
Information Statement is available for viewing on the Internet at: www.impactbiomedinc.com.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING
FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
THIS
IS NOT A NOTICE OF A SPECIAL MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER WHICH WILL BE DESCRIBED
HEREIN.
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By Order of the Board of Directors, |
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/s/ Frank D. Heuszel |
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Frank D. Heuszel |
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Chief Executive Officer |
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(Principal Executive Officer) |
Impact
BioMedical, Inc.
1400
Broadfield Blvd., Suite 130
Houston,
TX 77084
(281)
415-6576
INFORMATION
STATEMENT
GENERAL
INFORMATION
Impact
BioMedical Inc. (the “Company”) is a Nevada corporation with its principal executive offices located at Broadfield Blvd.,
Suite 130, Houston, Texas TX 77084. The Company’s telephone number is (281) 415-6576. This Information Statement is being sent
to the Company’s stockholders (the “Stockholders”) by the board of directors (the “Board of Directors”
or “Board”) of the Company to notify them about certain actions that the holders of a majority of the Company’s outstanding
voting capital stock have taken by written consent, in lieu of a special meeting of the Stockholders. The action was taken on July 14,
2025, and will be effective on a date that is at least 20 days after we mail a definitive Information Statement to our Stockholders.
On
July 14, 2025, the Board of Directors and the Stockholders holding a majority of the Company’s outstanding voting capital stock
approved, by written consent in lieu of a meeting, the below-mentioned actions. Accordingly, neither your vote nor your consent is required
and neither is being solicited in connection with the approval of the actions.
August
6, 2025, is the record date (the “Record Date”) for the determination of Stockholders who are entitled to receive this Information
Statement.
This
Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being furnished pursuant
to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the Stockholders of the Company
to notify such Stockholders of the following actions to be effective on or about [_____], 2025, which
is 20 days after we mail our Definitive Information Statement to our Stockholders on [____], 2025 (the “Corporate Action(s)”):
| 1. |
To approve the issuance
of up to an aggregate of 31,939,778 shares of the Company’s common stock to DSS, Inc. pursuant to the Debt Conversion Agreement
(the “Issuance Proposal”); |
Pursuant
to Rules 240.14c-2(d) and 240.14a-16(b) promulgated
under the Exchange Act, the Corporate Action(s) will become effective no sooner than 20 days after we mail a Definitive Information Statement
to our Stockholders. This Information Statement will serve as written notice to our Stockholders pursuant to the Nevada Revised Statutes
(“NRS”).
The
Company has asked brokers and other custodians, nominees and fiduciaries to forward the Information Statement materials to the beneficial
owners of our securities held of record by such persons and will reimburse such persons for out-of-pocket expenses incurred in forwarding
such material.
ABOUT
THE INFORMATION STATEMENT
WHAT
IS THE PURPOSE OF THE INFORMATION STATEMENT?
This
Information Statement is being furnished to the Company’s Stockholders pursuant to Section 14 of the Exchange Act to notify the
Company’s Stockholders as of the close of business on the Record Date of the Corporate Action(s) taken by a majority of the Company’s
Stockholders.
Stockholders
holding a majority of the Company’s outstanding voting capital stock have voted in favor of the Corporate Action(s) as outlined
in this Information Statement, which actions will be effective on a date that is at least 20 days after we mail a Definitive Information
Statement to our Stockholders.
WHO
IS ENTITLED TO NOTICE?
Each
outstanding common share of the Company’s voting securities on the close of business on the Record Date is entitled to notice of
each matter voted on by the Stockholders. Stockholders as of the close of business on the Record Date that held the authority to cast
votes in excess of 50% of the Company’s outstanding voting power have voted in favor of the Corporate Action(s). Under the NRS,
stockholder approval may be taken by obtaining the written consent and approval of more than 50% of the holders of voting stock in lieu
of a meeting of the Stockholders.
WHAT
CONSTITUTES THE VOTING SHARES OF THE COMPANY?
The
voting power entitled to vote on the Corporate Actions consists of the vote of the holders of a majority of the Company’s outstanding
voting securities as of the Record Date. As of the Record Date, the Company’s voting securities consisted of 12,185,412 shares
of Common Stock and 60,496,041 shares of Series A Convertible Preferred stock. Each share of Common and Preferred Stock are entitled
to cast 1 vote per share on all matters submitted to holders of Common Stock.
WHAT
CORPORATE MATTERS DID THE STOCKHOLDERS VOTE FOR, AND HOW DID THEY VOTE?
Stockholders
holding a majority of our outstanding voting securities have voted in favor of the following actions:
| 1. |
To approve the issuance
of up to an aggregate of 31,939,778 shares of the Company’s common stock to DSS, Inc. pursuant to the Debt Conversion Agreement
(the “Issuance Proposal”); |
WHAT
VOTE IS REQUIRED TO APPROVE THE CORPORATE ACTIONS?
No
further vote is required for approval of the Corporate Actions.
WHO
IS PAYING THE COST OF THIS INFORMATION STATEMENT?
We
will pay for preparing, printing and mailing of the Information Statement materials. Our costs are estimated at approximately $31,000.00.
OUTSTANDING
VOTING SECURITIES
As
of the Record Date, the Company’s authorized capital consisted of 4,000,000,000 shares of Common Stock, and 100,000,000 shares
of Preferred Stock. As of the Record Date, there were 12,185,412 shares of Common Stock and 60,496,041 shares of Preferred Stock issued
and outstanding.
Each
share of Common Stock is entitled to cast 1 vote per share on all matters submitted to holders of Common Stock.
The
following Stockholders voted in favor of the Corporate Action(s):
Common
Share Votes
| Name | |
Number of Votes | | |
Percentage of
Total Votes (1) | |
| | |
| | |
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| Frank D. Heuszel | |
| 95,475 | | |
| * | % |
| Mark Suseck | |
| - | | |
| * | % |
| Todd D. Macko | |
| 122 | | |
| * | % |
| Jason Grady | |
| 182 | | |
| * | % |
| Melissa Sims | |
| - | | |
| * | % |
| David Keene | |
| - | | |
| * | % |
| Christian Zimmerman | |
| - | | |
| * | % |
| Castel Hibbert | |
| - | | |
| * | % |
| DSS, Inc | |
| 545,024 | | |
| 4.5 | % |
| Alset International limited | |
| - | | |
| * | % |
| Alset, Inc. | |
| - | | |
| * | % |
| TOTAL | |
| 640,803 | | |
| 5.3 | % |
| * |
Less than 1% |
| (1) |
DSS indirectly owns the
shares through DSS BioHealth Security, Inc., its wholly-owned subsidiary. |
Pursuant
to Rules 240.14c-2(d) and 240.14a-16(b) promulgated
under the Exchange Act, the Corporate Action(s) will become effective no sooner than 20 days after we mail a Definitive Information Statement
to our Stockholders. This Information Statement will serve as written notice to our Stockholders pursuant to the Nevada Revised Statutes
(“NRS”).
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock and Series A Convertible Preferred
Stock as of July 31, 2025 by:
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each of our named executive
officers; |
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each of our directors; |
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all of our current directors
and executive officers as a group; and |
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each stockholder known
by us to own beneficially more than five percent of our common stock. |
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Shares of common stock that may be acquired by an individual or group within 60 days of July 31, 2025, pursuant to the exercise of options
or warrants and convertible debt are deemed to be outstanding for the purpose of computing the percentage ownership of such individual
or group. Percentage of ownership of common stock is based on 12,185,412 shares of common stock outstanding on July 31, 2025. Percentage
of ownership of Series A Convertible Preferred Stock is based on 60,496,041 shares of issued and outstanding preferred stock as of July
31, 2025
Except
as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with
respect to all shares of common stock and Series A Convertible Preferred Stock shown to be beneficially owned by them, based on information
provided to us by such stockholders. Unless otherwise indicated, the address of all listed stockholders is c/o Impact BioMedical Inc.,
1400 Broadfield Blvd., Suite 130, Houston, Texas TX 77084.
The
information set forth in the table below is based on 12,185,412 shares of our Common Stock and 60,496,041 shares of Preferred Stock issued
and outstanding on July 31, 2025. In computing the number of shares of Common Stock beneficially owned by a person and the percentage
ownership of that person, we deemed to be outstanding all shares of Common Stock subject to options, warrants, rights or other convertible
securities held by that person that are currently exercisable or will be exercisable within 60 days after July 31, 2025. We did not deem
these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated,
the principal address of each of the Stockholders below is in care of Impact BioMedical Inc.:1400 Broadfield Blvd., Suite 130, Houston,
Texas TX 77084.
Beneficial
Ownership of Common Stock
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| | |
Percentage of | |
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Number of Shares | | |
Outstanding Share | |
| Name | |
Beneficially Owned | | |
Beneficially Owned | |
| Frank D. Heuszel | |
| 95,475 | | |
| * | |
| Mark Suseck | |
| - | | |
| * | |
| Todd D. Macko | |
| 122 | | |
| * | |
| Jason Grady | |
| 182 | | |
| * | |
| Elise Brownell | |
| - | | |
| * | |
| Melissa Sims | |
| - | | |
| * | |
| David Keene | |
| - | | |
| * | |
| Christian Zimmerman | |
| - | | |
| * | |
| Castel Hibbert | |
| - | | |
| * | |
| All officers and directors as a group (9 persons) | |
| 95,779 | | |
| * | |
Beneficial
Ownership of Series A Convertible Preferred Stock
| Name of Beneficial Owner | |
Number of
Outstanding Series A Preferred
Beneficially Owned | | |
Percentage of Outstanding Series A Preferred
Beneficially Owned | |
| DSS, Inc. (1) | |
| 60,496,041 | | |
| 100 | % |
| (1) |
DSS
indirectly owns the shares through DSS BioHealth Security, Inc., its wholly-owned subsidiary. As of the date of this prospectus,
the holder has not converted any of the shares of Series A Convertible Preferred Stock into shares of the Company’s common
stock. |
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNAANCE
Biographical
and certain other information concerning the members of the Company’s Board of Directors is set forth below. We are not aware of
any proceedings to which our directors, or any associate of our directors are a party adverse to us or any of our subsidiaries or has
a material interest adverse to us or any of our subsidiaries.
The
following table sets forth the name, age and position of each of our executive officers, key employees and directors.
| Name |
|
Age |
|
Position |
| Frank D. Heuszel |
|
69 |
|
Chief Executive Officer
and Director |
| Mark Suseck |
|
64 |
|
Chief Operating Officer |
| Todd D. Macko |
|
53 |
|
Chief Financial Officer |
| Jason Grady |
|
51 |
|
Director |
| Dr. Elise Brownell |
|
72 |
|
Director |
| Melissa Sims |
|
55 |
|
Director |
| David Keene |
|
67 |
|
Director |
| Christian Zimmerman |
|
47 |
|
Director |
| Castel Hibbert |
|
66 |
|
Director |
Biographical
and certain other information concerning the Company’s officers and directors is set forth below. There are no familial relationships
among any of our directors. Except as indicated below, none of our directors is a director in any other reporting companies. None of
our directors has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings
to which any of our directors, or any associate of any such director is a party adverse to us or any of our subsidiaries or has a material
interest adverse to us or any of our subsidiaries. Each executive officer serves at the pleasure of the Board of Directors.
Frank
D. Heuszel, 69, has served as a Director of the Company since August 2020. From August 2020 to August 2023, Mr. Heuszel served as
President of the Company. Since April 2023, Mr. Heuszel has also served as Chief Executive Officer of the Company. In addition, since
April 11, 2019, Mr. Heuszel served as the Chief Executive Officer of DSS, as DSS’s Interim Chief Financial Officer from April 2019
to October 2020, and as director of DSS since July 30, 2018 till his resignation as both CEO and Director of DSS, Inc on August 23, 2024.
Mr. Heuszel has extensive experience in a wide array of strategic, business, turnaround, and regulatory matters across several industries
as a result of his executive management, educational, and operational experience. Prior to joining DSS and Impact, Mr. Heuszel had a
very successful career in commercial banking. For over 35 years, Mr. Heuszel served in many senior executive roles with major US and
international banking organizations. As a banker Mr. Heuszel has served as General Counsel, Director of Special Assets, Credit Officer,
Chief Financial Officer and Auditor. Mr. Heuszel also operated a successful law practice focused on litigation, corporate restructures,
and merger and acquisitions, and collections. In addition to being an attorney and executive manager, Mr. Heuszel is also a Certified
Public Accountant (retired), and a Certified Internal Auditor. Mr. Heuszel holds an undergraduate degree in Business Administration from
The University of Texas at Austin and a J.D. degree from The South Texas College of Law, Houston.
Mark
Suseck, 64, has served as Chief Operating Officer of the Company since August 2023. Mr. Suseck served as the chief operating officer
of DSS BioHealth Holdings Inc., a subsidiary of DSS, Inc., from 2020-2023, where he leads company strategy, operations, licensing, acquisitions
and commercialization. From 2021 to 2022, Mr. Suseck served as the chief executive officer of Vivacitas Oncology Inc., where he led company
strategy, clinical development, operations and financing. From 2018-2019, Mr. Suseck was vice president of global sales and marketing
at Helius Medical Technologies Inc. Mr. Suseck received his undergraduate degree in economics from Rutgers University, with minors in
education and philosophy. He completed the Executive Management Program in residence at the University of Michigan Business School.
Todd
D. Macko, 53, has been Secretary and Treasurer of the Company since January 2021 and in May 2023 became Chief Financial Officer of
the Company. Mr. Macko has served as the Chief Financial Officer of DSS since August 16, 2021. Mr. Macko previously served as the Vice
President of Finance of DSS. As the Vice President of Finance, Mr. Macko’s responsibilities included assisting DSS’s Interim
Chief Financial Officer in all aspects of financial and regulatory reporting. In addition, his responsibilities included the day-to-day
management of the Company’s Accounting and Finance team and the financial leadership in the directing and improving of the accounting,
reporting, audit, and tax activities. Prior to his role as Vice President of Finance for the Company, Mr. Macko joined the wholly owned
subsidiary of DSS, Premier Packaging Corporation in January 2019, as its Vice President of Finance. Mr. Macko is a Certified Public Accountant
with over 25 years of public and corporate financial management, business leadership and corporate strategy. Mr. Macko brings a wealth
of experience with strengths in financial planning and analysis, business process re-engineering, budgeting, merger and acquisitions,
financial reporting systems, project evaluation and treasury and capital management. Prior to joining the Company, Mr. Macko served as
the Corporate Controller for Baldwin Richardson Foods, a leading custom ingredients manufacturer for the food and beverage industry from
November 2015 until January 2019. Prior to that, Mr. Macko served as the Controller for The Outdoor Group, LLC., Genesis Vision, Inc.,
Complemar Partners, Inc., and Level 3 Communications, Inc. Mr. Macko obtained his Bachelor of Science degree in Accounting from Rochester
Institute of Technology.
Jason
Grady, 51, Since October 2024, Mr. Jason Grady has served as the Interim Chief Executive Officer (CEO) of the Company, driving its
strategic vision, leadership, and overall performance. In this role, he steers the organization’s growth trajectory, ensuring profitability
while aligning long-term objectives with operational execution. He leads executive teams, fosters innovation, and cultivates key relationships
with the Board of Directors, investors, and strategic partners to propel the company forward. Before stepping into the CEO role, Mr.
Grady was the Company’s Chief Operating Officer (COO) since August 2019, where he streamlined operations, optimized business processes,
and spearheaded new business development. Simultaneously, since July 2018, he has served as President of Premier Packaging Corporation,
a leading folding carton and consumer packaging manufacturer and a wholly owned subsidiary of the Company. His leadership within the
broader DSS ecosystem has been instrumental in driving business expansion and operational excellence. From April 2010 to July 2018, Mr.
Grady served as Vice President of Sales & Business Development, playing a pivotal role in accelerating revenue growth and expanding
the Company’s market presence. Prior to joining DSS, he held key leadership positions, including Vice President of Marketing at
Parlec Corporation, Director of Business Development at Berlin Packaging Corporation, and sales and marketing executive at OutStart,
Inc. Mr. Grady holds a bachelor’s degree in Marketing and Communications and an MBA from the Rochester Institute of Technology.
Dr.
Elise Brownell, 72, has served as a director of the Company since January 2021. Dr. Brownell has more than 20 years of biotechnology
and pharmaceutical project management experience with a proven track record of advancing programs through clinical development. She serves
as a Life Sciences entrepreneurial advisor for ASTIA, the nation’s premier entrepreneurial organization focused on women-led businesses.
Dr. Brownell is also a member of the Editorial Advisory Board for Contract Pharma Magazine, and previous Chair of the Leaders Network
program of Women in Consulting. She is the co-founder of ZephyrBiotech, LLC, a project management firm dedicated to advancing therapeutic
candidates through development to key inflection points for clients. Earlier, Dr. Brownell was a founding member, head of project management
and senior director of Aerovance, Inc., a venture-backed biotechnology company spun out from Bayer Healthcare, where she created and
managed effective team processes to bring product candidates into full scale clinical Phase 1 and 2 developments. Prior to Aerovance,
Dr. Brownell acted as head of project management for Bayer’s Biotechnology Unit, where she integrated project strategies to meet
therapeutic and market needs. Other roles included building and negotiating partnerships with third parties to support development programs,
leading research teams through early bench-to-clinic development phases, as well as entrepreneurial investment experience with Angel’s
Forum. Dr. Brownell received her M.S., M.Phil. and Ph.D. degrees in biology from Yale University and her B.S. degree in biology from
Allegheny College.
Melissa
Sims, 55, has served as a director of the Company since May 2023. Ms. Sims is an Illinois licensed attorney having practiced law
since 1995. Following graduation from Northern Illinois University College of Law, Ms. Sims started the general practice of law representing
clients in banking, health care, real estate, criminal, dissolution, municipal and probate matters in state and appellate courts. In
2006, she represented the Village of DePue, Illinois regarding legacy pollution from a Superfund site and set national precedent before
the Court of Appeals for the Seventh Circuit. In 2021, the United States Supreme Court cited the Village of DePue v. ExxonMobil as
precedent in the Atlantic Richfield v. Christian case.
Starting
in August of 2017, Ms. Sims has been employed with the international law firm, Milberg Coleman Bryson Phillps Grossman, PLLC and recently
represented clients in the National Opioid multidistrict litigation in the Northern District of Ohio. She also represents municipalities
across the country in tort actions in state, federal and appellate courts.
Ms.
Sims brings to the Board her decades of plaintiff litigation with offer keen insight into potential matters which may be of importance
on behalf of the Company. The Board believes that her legal background, knowledge expertise, and litigation experience will add great
value to the board slate.
David
Keene, 67, is an executive level banker with 44 years of commercial banking experience with progressive responsibilities in all facets
of credit risk management in both community and regional bank environments. Currently, Mr. Keene acts as chief credit officer of Unity
National Bank; a position he has held since September 2022. As chief credit officer, he oversees loan policy, collections, loan operations,
credit administration, and all credit underwriting and analysis, problem loan workouts. From May 2018 to September 2022, Mr. Keene was
a senior credit risk officer at Community Bank of Texas in Houston, Texas. In this position, he was, among other tasks, responsible for
the support of the credit underwriting of high-net-worth individuals, partnerships, and companies. Mr. Keene received a Bachelor of Business
Administration degree from Baylor University in 1979. The Board believes that his background, knowledge expertise, and experience will
add great value to the board slate.
Christian
Zimmerman, 47, is currently the executive vice president—chief financial officer of Keystone Bank, SSB. Mr. Zimmerman has held
this position since April 2019. In this position, Mr. Zimmerman, among other tasks, reviews and prepares monthly, quarterly and year-end
financial reports. From December 2015 to April 2019, Mr. Zimmerman was the executive vice president – controller of Community Bank
of Texas, N.A. where he was involved in, among other responsibilities, regulatory reporting for the bank and its holding company, and
preparing financial reports. Mr. Zimmerman worked on the holding company’s initial public offering with a focus on the financial
statements and analysis. Mr. Zimmerman is a certified public accountant and received a Bachelor of Business Administration degree and
a Master’s degree in Professional Accounting from the University of Texas at Austin. The Board believes that Mr. Zimmerman’s
experience with initial public offerings, financial reporting and regulatory reporting will add great value to the board slate.
Castel
Hibbert, 66, has been involved in corporate banking for 39 years and has held various management, underwriting and line responsibilities.
Since August 2011, Mr. Hibbert has been an executive vice president and managing director at Veritex Community Bank. He currently works
with upper middle market companies whose annual revenues range from $75 million to $800 million. Mr. Hibbert received a Bachelor of Science
degree in employee relations from Michigan State University in 1981 and a Master in Business Administration degree from the University
of Texas at Austin in 1983.
Committees
of our Board
Audit
Committee. On September 28, 2023, our Board established the audit committee.
The
audit committee is appointed by the Board to assist the Board in its duty to oversee the Company’s accounting, financial reporting,
and internal control functions and the audit of the Company’s financial statements.
The
role of the audit committee is to:
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oversee management in the
performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of
internal controls, |
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the performance and qualifications
of the Company’s independent auditor, including the independent auditor’s independence, |
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the performance of the
Company’s internal audit function; and |
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the Company’s compliance
with legal and regulatory requirements. |
Our
Audit Committee consist of Mr. Castel Hibbert, Mr. Christian Zimmerman, Mr. David Keene, with Mr. Zimmerman serving as chair. Our Board
has affirmatively determined that each meets the definition of “independent director” under the rules of NYSE American, and
that they meet the independence standards under Rule 10A-3. Each member of our audit committee meets the financial literacy requirements
of NYSE American’s rules. Our Board has adopted a written charter for the audit committee.
Compensation
Committee. On September 28, 2023, the Board established the compensation committee.
The
compensation committee is responsible for reviewing and recommending, among other things:
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the adequacy and form of
compensation of the Board; |
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the compensation of Chief
Executive Officer, including base salary, incentive bonus, stock option and other grant, award and benefits upon hiring and on an
annual basis; |
| |
|
|
| |
● |
the compensation of other
senior management upon hiring and on an annual basis; and |
| |
|
|
| |
● |
the Company’s incentive
compensation and other equity-based plans and recommending changes to such plans to our Board, when necessary. |
Our
Compensation Committee consist of Dr. Elise Brownell, Ms. Melissa Sims, Esq. and Mr. Castel Hibbert with Dr. Brownell serving as chair.
Our Board has adopted a written charter for the compensation committee.
Nominating
and Corporate Governance Committee. On September 28, 2023, the board established the nominating and corporate governance committee.
The
nominating committee is responsible for, among other things:
| |
● |
developing criteria for
membership on the board of directors and committees; |
| |
|
|
| |
● |
identifying individuals
qualified to become members of the board of directors; |
| |
|
|
| |
● |
recommending persons to
be nominated for election as directors and to each committee of the board of directors; |
| |
|
|
| |
● |
annually reviewing our
corporate governance guidelines; and |
| |
|
|
| |
● |
monitoring and evaluating
the performance of the board of directors and leading the board in an annual self-assessment of its practices and effectiveness. |
Our
Nominating and Corporate Governance Committee consist of Ms. Melissa Sims, Mr. David Keene and Dr. Brownell with Ms. Sims serving as
chair. Our Board has adopted a written charter for the nominating and corporate governance committee.
Term
of office
All
directors hold office until the next annual meeting of the stockholders of the company and until their successors have been duly elected
and qualified. Officers are elected by and serve at the discretion of our Board.
Code
of Business Conduct and Ethics
On
September 28, 2023, the Board adopted a Business Code of Ethics that applies to our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions. Our Business Code of Ethics has been made
available on our website.
Involvement
in Certain Legal Proceedings
None
of our directors or executive officers has been involved in any legal proceedings in the past 10 years that would require disclosure
under Item 401(f) of Regulation S-K
EXECUTIVE
OFFICERS
The
following are our executive officers and their ages. The biographies for each of Mr. Heuszel, Mr. Macko and Mr. Suseck are set forth
above.
| Name |
|
Age |
|
Position |
| Frank D. Heuszel |
|
69 |
|
Chief Executive Officer
and Director |
| Todd D. Macko |
|
53 |
|
Chief Financial Officer
|
| Mark Suseck |
|
64 |
|
Chief Operating Officer |
Frank
D. Heuszel, Chief Executive Officer and Director - Biographical information regarding Mr. Heuszel is provided above under Directors
and Executive Officers.
Todd
D. Macko, Chief Financial Officer - Biographical information regarding Mr. Macko is provided above under Directors and Executive
Officers.
Mark
Suseck, Chief Operating Officer - Biographical information regarding Mr. Suseck is provided above under Directors and Executive Officers.
EXECUTIVE
COMPENSATION
Named
Executive Officers.
Compensation
paid to our executive officers or directors during the past two fiscal years.
Name and
principal position | |
Year | | |
Salary | | |
Bonus | | |
Stock
Awards (1) | | |
Option
Awards | | |
Non-Equity
Incentive
Plan
Compensation | | |
Nonqualified
Deferred
Compensation
Earnings | | |
All Other
Compensation | | |
Total | |
| Frank D. Heuszel, Chief Executive Officer | |
| 2023 | | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | - | |
| | |
| 2024 | | |
$ | 43,706 | | |
$ | - | | |
$ | 11,100 | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | 54,806 | |
| Mark Suseck, Chief Operating Officer | |
| 2023 | | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | - | |
| | |
| 2024 | | |
$ | 126,689 | | |
$ | - | | |
$ | 32,000 | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | 158,689 | |
| Todd D. Macko, Chief Financial Officer | |
| 2023 | | |
$ | - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | - | |
| | |
| 2024 | | |
$ | - | | |
$ | - | | |
$ | 555 | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
$ | 555 | |
| (1) |
Represents the total grant
date fair value of stock options awards computed in accordance with FASB ASC 718. Our policy and assumptions made in the valuation
of share-based payments are contained in Note 10 |
Employment
Agreements
On
October 3, 2024, the Company and Mr. Frank D. Heuszel, the Company’s Chief Executive Officer, Chairman, and President (the “Executive”)
entered into an Executive Employment Agreement (the “Executive Employment Agreement”). Under the Executive Employment Agreement,
the Executive will be employed in his current capacity as the Company’s Chief Executive Officer. The Executive’s employment
term shall be from October 3, 2024, to October 3, 2027 (the “Employment Term”), and the Executive shall receive an annual
base salary (the “Base Salary”) of $200,000 for the first year of the Employment Term, $250,000 for the second year of the
Employment Term, and $250,000 for the third year of the Employment Term. In addition to the Executive’s Base Salary, he will be
awarded a mandatory bonus (the “Mandatory Bonus”) as follows: (i) $150,000 for the first year of the Employment Term; (ii)
$100,000 for the second year of the Employment Term; and (iii) $100,000 for the third year of the Employment Term. The Executive must
remain continuously employed by the Company pursuant to the Executive Employment Agreement through the anniversary of each award date
for the Mandatory Bonus to be fully earned by the Executive. In addition to the Executive’s Base Salary, the Executive shall be
eligible to be awarded discretionary bonuses that may be authorized and declared by the board of director’s to the Executive and/or
to the senior management executives from time to time, at the Board’s sole discretion. The Executive will also be granted an option
to purchase Shares of the Company pursuant to the Impact Biomedical 2023 Employee, Director and Consultant Equity Incentive Plan in the
amount of 300,000 shares at a purchase price of $3.00 per share.
On
November 11, 2024, the Company and Mr. Mark Suseck entered into an Employment Agreement (the “Employment Agreement”) with
a term that runs through September 16, 2027 during which Mr. Suseck will act as the Company’s Chief Operating Officer. Mr. Suseck
will receive an annual base salary of $250,000 retroactive to April 1, 2024. Mr. Suseck is also entitled to a discretionary bonus to
be awarded in either cash or Company common stock. Mr. Suseck will also be granted an option to purchase shares of the Company pursuant
to the Impact Biomedical 2023 Employee, Director and Consultant Equity Incentive Plan in the amount of 400,000 at a purchase price of
$3.00 per share.
Director
Compensation
The
Company has not paid any compensation to any directors during 2023. The table below represents compensation for 2024:
| Name | |
Fees Earned
or Paid in
Cash | | |
Stock
Awards (1) | | |
All Other
Compensation | | |
Total | |
| Current Directors | |
| | | |
| | | |
| | | |
| | |
| Jason Grady | |
$ | - | | |
$ | 925 | | |
$ | - | | |
$ | 925 | |
| Elise Brownell | |
$ | 1,250 | | |
$ | 925 | | |
$ | - | | |
$ | 2,175 | |
| Melissa Sims | |
$ | 1,250 | | |
$ | 925 | | |
$ | - | | |
$ | 2,175 | |
| David Keene | |
$ | 1,250 | | |
$ | 925 | | |
$ | - | | |
$ | 2,175 | |
| Christian Zimmerman | |
$ | 1,250 | | |
$ | 925 | | |
$ | - | | |
$ | 2,175 | |
| Castel Hibbert | |
$ | 1,250 | | |
$ | 925 | | |
$ | - | | |
$ | 2,175 | |
| (1) |
Represents the total grant
date fair value of stock options awards computed in accordance with FASB ASC 718. Our policy and assumptions made in the valuation
of share-based payments are contained in Note 10 |
Outstanding
Equity Awards at Fiscal Year-End
There
are no outstanding equity awards held by the Company’s named executive officers or directors as of December 31, 2023.
2023
Equity Incentive Plan
Our
Board has adopted the 2023 Equity Incentive Plan, or 2023 Plan. For the year ended December 31, 2024, 880,000 option grants with a purchase
price of $3.00 per share were awarded to certain officers, directors and consultants of the Company. These options have various vesting
periods, and all expire on October 31, 2031. Potential proceeds of these grants is $2,640,000 and are fair valued using a Black-Scholes
model at approximately $50,000. The Company record stock-based compensation expense of approximately $19,000 for the year ended December
31, 2024, and is included in Sales, general and administrative compensation (inclusive of stock-based compensation) on the accompanying
Statement of Operations. There were no stock-based payments made during the twelve months ended December 31, 2023.
Indemnification
of Officers and Directors
Section
78.7502 of the Nevada Revised Statutes (“NRS”) permits a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:
(a)
is not liable pursuant to NRS 78.138, or
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
In
addition, NRS 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he:
(a)
is not liable pursuant to NRS 78.138; or
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.
To
the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify
him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.
NRS
78.752 allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him
and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as
such, whether or not the corporation has the authority to indemnify him against such liability and expenses.
Other
financial arrangements made by the corporation pursuant to NRS 78.752 may include the following:
(a)
the creation of a trust fund;
(b)
the establishment of a program of self-insurance;
(c)
the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and
(d)
the establishment of a letter of credit, guaranty or surety.
No
financial arrangement made pursuant to NRS 78.752 may provide protection for a person adjudged by a court of competent jurisdiction,
after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to
the advancement of expenses or indemnification ordered by a court.
Any
discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the
amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by
the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be made:
(a)
by the shareholders;
(b)
by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c)
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent
legal counsel in a written opinion, or
(d)
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Except
for the below, from January 1, 2023 through the date of this Information Statement, we have not been a party to any transaction or proposed
transaction in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total
assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge,
beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will
have a direct or indirect material interest, other than equity and other compensation which are described elsewhere in this Information
Statement.
Based
on Shareholders Agreement entered into on April 26, 2017, the Company would fund the scientific operations of GRDG, a company involved
in research and development of biomedical products which is a minority stockholder of two of the Company’s subsidiaries and is
owned by Daryl Thompson, a director of many subsidiaries of the Company, to do the development and research works on the biomedical products
for the Company. On February 15, 2022, the Company and its subsidiaries, Global BioLife, Inc. (“Global”), and Impact BioLife
Sciences, Inc. (“BioLife Sciences”), and GRDG entered into a Licensing Proceeds Distribution Agreement (“GRDG Agreement”),
whereas GRDG would transfer its 20% equity position in both Global and BioLife Sciences to the Company in exchange for 20% interest in
Global and/or BioLife Science revenue received from the exclusive or non-exclusive licensing of and/or the sale of Global Intellectual
Property to a Third Party, net of specific costs. The GRDG Agreement ended in September 2023 as core technologies achieved significant
development milestones. As of the date of this report, no contingent liability has been recognized under the GRDG Agreement. As of December
31, 2024 and 2023, the Company incurred approximately $25,000 and $447,000, respectively, in expenses.
There
are certain general and administrative costs incurred by DSS, a related party, on behalf of the Company which are passed through to the
Company on a monthly basis. These costs consist of primarily payroll costs for certain DSS employees and are allocated based on estimated
time spent on behalf of the Company. Beginning in January 2024 and through September 2024, these costs are approximately $31,000 per
month. Beginning October 2024, these costs are approximately $26,000 per month. As of December 31, 2024, the Company incurred $357,000
in related expenses. As of December 31, 2023, the Company incurred approximately 144,000 in related expenses.
On
December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party,
which accrues interest at a rate of 4.25% and is due in full at the maturity date of September 30, 2030. The Note was further amended
on July 24, 2024 with an effective date of September 16, 2024 to i) allow the Company to pay certain principal and/or interest payments
owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest due dates to
the last day of each calendar quarter (i.e. December 31, March 31, June 30 and September 30), iii) to adjust the On Demand feature so
that it starts after the 24th month, iv) continue the planned repayment program commencing on the 37th month and on the last day of each
month thereafter through August 31, 2030 to pay a fixed monthly payment of $126,381, v) to continue the scheduled maturity date of September
30, 2030, and vi) adjusts the interest rate to be the WSJ Prime Rate plus 0.50%. As of December 31, 2024, and December 31, 2023, the
outstanding balance, inclusive of interest was $8,878,000 (net of change in fair value of the note payable of $5,068,000) and $12,074,000,
respectively. Of the $8,878,000, $35,000 is included in Current portion of note payable, related party and the remaining $7,971,000 is
included in Long-term portion of note payable, related party at December 31, 2024. The $12,074,000 at December 31, 2023, is included
in Current portion of note payable, related party.
Director
Independence
The
Company has adopted the standards of NYSE American for determining the independence of its directors.
These
independence standards specify the relationships deemed sufficiently material to create the presumption that a director is not independent.
No director qualifies as independent unless the Company’s Board affirmatively determines that the director does not have a relationship
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, Section
803A of the NYSE American Company Guide (and related commentary) sets forth the following non-exclusive list of persons who shall not
be considered independent:
| (a) |
a director who is, or during
the past three years was, employed by the Company, other than prior employment as an interim executive officer (provided the interim
employment did not last longer than one year); |
| (b) |
a director who accepted
or has an immediate family member who accepted any compensation from the Company in excess of $120,000 during any period of twelve
consecutive months within the three years preceding the determination of independence, other than the following: |
| |
(i) |
compensation for Board
or Board committee service, |
| |
(ii) |
compensation paid to an
immediate family member who is an employee (other than an executive officer) of the Company, |
| |
(iii) |
compensation received for
former service as an interim executive officer (provided the interim employment did not last longer than one year), or |
| |
(iv) |
benefits under a tax-qualified
retirement plan, or non-discretionary compensation; |
| (c) |
a director who is an immediate
family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer; |
| (d) |
a director who is, or has
an immediate family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which
the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s
securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s
consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years; |
| (e) |
a director who is, or has
an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three
fiscal years any of the issuer’s executive officers serve on the compensation committee of such other entity; or |
| (f) |
a director who is, or has
an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the
Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years. |
Directors
serving on the Company’s audit committee must also comply with the additional, more stringent requirements set forth in Section
803B of the NYSE American Company Guide and Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Consistent
with these considerations, the Board affirmatively determined that Mr. Castel Hibbert, Mr. Christian Zimmerman, Mr. David Keene, Dr.
Elise Brownell and Ms. Melissa Sims each meets the definition of “independent director” under the rules of NYSE American.
Directors
serving on the Company’s compensation committee must also comply with the additional, more stringent requirements as set forth
in Section 805(c) of the NYSE American Company Guide.
Parent
of the Company
DSS
BioHealth Securities, Inc., a wholly-owned subsidiary of DSS, Inc. owns approximately 83.35% of the voting shares of the Company which
includes 60,496,041 shares of the Company’s Series A Convertible Preferred Stock, which is 100% of the Company’s issued and
outstanding Series A Convertible Preferred Stock,
ACTION
NO. 1: THE ISSUANCE PROPOSAL
Summary
On
July 21, 2025, Impact BioMedical Inc. (the “Company” or “Borrower”) entered into a Debt Conversion Agreement
with DSS, Inc. (“DSS” or “Lender”), pursuant to that certain loan made on March 31, 2023, by the Lender in the
form of a revolving promissory note in the original amount of $12,000,000 (the “Original Note”), which was amended on January
18, 2024 to (i) extend the maturity date of the Loan to September 30, 2030, (ii) eliminate any advance feature under the terms of the
Original Note, (iii) establish specific repayment terms of the Loan balance, and (v) to amend the interest rate to a market rate of interest
(WSJ Prime + 0.5%).
The
terms of the Agreement to Convert Debt to Equity and other Considerations, dated July 21, 2025 (the “Debt Conversion Agreement”)
require that the Company seek such approval as may be required by the rules and regulations of the NYSE Section 312.03. (the “Stockholder
Approval”). Accordingly, Stockholder Approval is defined below:
“Stockholder
Approval” means such approval as may be required by the applicable rules and regulations of the NYSE Section 312.03. (or any
successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Debt Conversion Agreement,
including the issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing
Date.
| |
● |
To consent
to approval as may be required by the applicable rules and regulations of the NYSE Section 312.03 (or any successor entity) from
the shareholders of the Company with respect to the transactions contemplated by the Debt Conversion Agreement, including the issuance
of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date. |
Background
Debt
Conversion Agreement
On
July 21, 2025, Impact BioMedical Inc. (the “Company” or “Borrower”) entered into a Debt Conversion Agreement
with DSS, Inc. (“DSS” or “Lender”), pursuant to that certain loan made on March 31, 2023, by the Lender in the
form of a revolving promissory note in the original amount of $12,000,000 (the “Original Note”), which was amended on January
18, 2024 to (i) extend the maturity date of the Loan to September 30, 2030, (ii) eliminate any advance feature under the terms of the
Original Note, (iii) establish specific repayment terms of the Loan balance, and (v) to amend the interest rate to a market rate of interest
(WSJ Prime + 0.5%).
In
connection with the above, the Company and DSS have agreed to settle the outstanding Debt owed to DSS, in which the Borrower shall issue
to the Lender 31,939,778 shares of freely tradeable common stock of the Company, par value $0.001 per share (the “Shares”)
in full and final satisfaction of the Original Note and any amendments thereto and all amounts owed thereunder as of the closing of the
transaction, and any and all additional financial or operations support, credit, or services extended by the Lender of its affiliates
to Borrower between June 21, 2025 and the transaction closing date.
Following
the issuance of the shares pursuant to the Issuance Proposal, DSS will beneficially own 32,484,802 or approximately 73.62% of the Company’s
outstanding common stock.
Vote
Required; Manner of Approval
Approval
of the Issuance Proposal requires the vote of a majority of the shares present in person or by proxy or, if by written consent, a majority
of the shares entitled to vote at a meeting of shareholders. Section 78.320 of the NRS 78.320 and Article I, Section 2.11, of the Company’s
By-Laws, as amended, permit any corporate action, upon which a vote of shareholders is required or permitted, to be taken without a meeting,
provided that written consents are received from shareholders having at least the requisite number of shares that would be necessary
to authorize or take such action if a meeting was held at which all shares entitled to vote thereon were present and voted. Since holders
of 83.98% of our outstanding voting stock on the Record Date delivered a written consent on July 14, 2025, no further vote, approval
or consent of shareholders is required to approve or authorize this action.
Interest
of Certain Persons in Matters to Be Acted Upon
No
director or executive officer has any substantial interest, direct or indirect, by security holdings or otherwise, in this Proposal that
is not shared by all of our other stockholders.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.
ANNUAL
REPORT
Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), as filed with the SEC on March
28, 2025, is available at www.impactbiomedinc.com together with this Information Statement. We will furnish the Annual Report
and/or any exhibit to our Annual Report free of charge to any stockholder upon written request as set forth in the Notice of Internet
Availability. The Annual Report is incorporated in this Information Statement. You are encouraged to review the Annual Report together
with subsequent information filed by the Company with the SEC and other publicly available information.
COST
OF INFORMATION STATEMENT
The
Company is making the mailing of the Information Statement materials and will bear the costs associated therewith. There will be no solicitations
made. The Company will reimburse banks, brokerage firms, other custodians, nominees and fiduciaries for reasonable expenses incurred
in sending the Information Statement materials to beneficial owners of the Company’s voting securities.
DELIVERY
OF INFORMATION TO A SHARED ADDRESS
If
you and one or more Stockholders share the same address, it is possible that only one Information Statement was delivered to your address.
Any registered stockholder who wishes to receive a separate copy of the Information Statement at the same address now or in the future
may mail a request to receive separate copies to the Company at 1400 Broadfield Blvd., Suite 130, Houston, Texas TX 77084; Attn: Investor
Relations, or call the Company at (281) 415-6576 and we will promptly deliver the Information Statement, as applicable, to you upon your
request. Stockholders who received multiple copies of the Information Statement at a shared address and who wish to receive a single
copy may direct their request to the same address.
FORWARD-LOOKING
STATEMENTS AND INFORMATION
This
Information Statement contains forward-looking statements. You can identify our forward-looking statements by the words “expects,”
“projects,” “believes,” “anticipates,” “intends,” “plans,” “predicts,”
“estimates” and similar expressions. The forward-looking statements are based on management’s current expectations,
estimates and projections about us. The Company cautions you that these statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that we cannot predict. In addition, the Company has based many of these forward-looking statements
on assumptions about future events that may prove to be inaccurate. Accordingly, actual outcomes and results may differ materially from
what the Company has expressed or forecast in the forward-looking statements. You should rely only on the information the Company has
provided in this Information Statement. The Company has not authorized any person to provide information other than that provided herein.
The Company has not authorized anyone to provide you with different information. You should not assume that the information in this Information
Statement is accurate as of any date other than the date on the front of the document.
WHERE
YOU CAN FIND MORE INFORMATION ABOUT THE COMPANY
The
Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials
that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain
information about the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains
a website that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov.
Copies of these materials may also be obtained by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington,
D.C. 20549 at prescribed rates.
| By Order of the Board of Directors |
|
| |
|
| /s/ Frank
D. Heuszel |
|
| Frank D. Heuszel, Chief
Executive Officer |
|
| |
|
| Houston, TX |
|
| August [__], 2025 |
|
