IBO

#4241
Impact BioMedical, Inc. Common Stock
0.4 7 USD
-0.02%
Market Price
Sektor: Gesundheitswesen
Basis: USD
Gewinnwährung: USD
Tagesspanne
0.47
0.48
Jahresspanne
0.40
0.83
Tagesänderung
-2.08%
Monatliche Änderung
+6.82%
6 month change
-43.20%
Jahresänderung
+6.31%
Vorheriger Schlusskurs
0.4 8
Open
0.4 8
Tief
0.4 7
Hoch
0.4 8
Volumen
2
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Financials

Übersicht Finanzbericht Statistik Documents

2026

Quarterly report, Q2 FY2026
IMPACT BIOMEDICAL INC. quarterly report, Q2 FY2026
10-Q
Quarterly report, Q1 FY2026
IMPACT BIOMEDICAL INC. quarterly report, Q1 FY2026
10-Q
Current report, Q1 FY2026
IMPACT BIOMEDICAL INC. current report, Q1 FY2026
8-K

2025

Annual report, FY2025
IMPACT BIOMEDICAL INC. annual report, FY2025
10-K
Current report, Q4 FY2025
IMPACT BIOMEDICAL INC. current report, Q4 FY2025
8-K
Current report, Q4 FY2025
IMPACT BIOMEDICAL INC. current report, Q4 FY2025
8-K
Quarterly report, Q3 FY2025
IMPACT BIOMEDICAL INC. quarterly report, Q3 FY2025
10-Q
Current report, Q3 FY2025
IMPACT BIOMEDICAL INC. current report, Q3 FY2025
8-K
Quarterly report, Q2 FY2025
IMPACT BIOMEDICAL INC. quarterly report, Q2 FY2025
10-Q
Current report, Q2 FY2025
IMPACT BIOMEDICAL INC. current report, Q2 FY2025
8-K

IMPACT BIOMEDICAL INC. current report, Q1 FY2026

Full document

Business Context and Reporting Period

Company: IMPACT BIOMEDICAL INC. (Ticker: IBO)
Filing Type: Form 8-K (Current Report)
Date of Report: February 27, 2026
Reporting Period: Event-based report regarding amendments to merger agreements dated February 27, 2026.

The filing details amendments to the Merger and Share Exchange Agreement, Voting and Support Agreement, and Transition Arrangement Agreement between Impact BioMedical Inc. ("Impact") and Dr Ashleys Limited ("PubCo"). The transaction involves a merger where Impact will be acquired by PubCo.

Key Financial Metrics and Transaction Terms

This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, or operating margins. The financial data provided relates exclusively to the capital structure and share consideration of the pending merger:

  • Company Share Consideration: PubCo shall issue 169,560,000 PubCo ordinary shares to the Dr Ashleys Shareholder at Closing. This represents 94.20% of total issued and outstanding PubCo ordinary shares at Closing (excluding compensation and DSS shares).
  • CEO Compensation Shares: 22,000 PubCo ordinary shares to be issued to Frank D. Heuszel (CEO of Impact).
  • DSS, Inc. Shares:
    • First Batch: 53,000 PubCo ordinary shares (subject to full performance of Transition Arrangement obligations).
    • Second Batch: 75,000 PubCo ordinary shares (subject to full performance of Funding Obligations).
  • Share Deduction: The CEO Compensation Shares and DSS Shares will be deducted from the Company Share Consideration issued to the Dr Ashleys Shareholder.
  • Supporting Stockholder Ownership: Supporting 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.

Material Changes Versus Prior Period

The filing reports material amendments to agreements originally dated June 21, 2025:

  • Extension of End Date: The termination date ("End Date") for the Merger and Share Exchange Agreement has been extended from March 31, 2026, to July 1, 2026. This date may be further extended with mutual written consent.
  • Loan Agreement Provision: A new provision requires Impact to seek board approval to enter into certain loan agreements upon request prior to the Effective Time.
  • Updated Ownership Schedules: The Voting and Support Agreement was amended to reflect updated share ownership for DSS, Inc. and DSS BioHealth Security, Inc.
  • Funding Obligations: DSS, Inc. agreed to specific funding and hold harmless obligations in connection with the transaction.

Guidance, Outlook, and Risks

Management Commentary and Outlook: The filing indicates continued progress toward the merger closing, evidenced by the extension of the termination date and the formalization of funding obligations by DSS, Inc. The transaction remains contingent upon the effectiveness of the registration statement covering the Company Share Consideration.

Risks and Contingencies:

  • Closing Conditions: Issuance of DSS Shares is contingent upon DSS, Inc.'s full performance of funding and hold harmless obligations.
  • Regulatory Approval: Share issuance is subject to the effectiveness of the Registration Statement under the Securities Act.
  • Board Approval: Impact must obtain board approval for certain loan agreements requested by PubCo or related parties prior to the Effective Time.
  • Termination Risk: While the End Date was extended to July 1, 2026, the transaction remains subject to termination provisions if conditions are not met.

Important Facts for Investor Verification

  • Verify the full text of Exhibit 10.1 (Amendment No. 1 to Merger Agreement) for complete terms regarding the 169,560,000 share consideration and the 94.20% ownership stake.
  • Confirm the status of DSS, Inc.'s performance of the Funding Obligations required to trigger the issuance of the 75,000 Second Batch DSS Shares.
  • Monitor the July 1, 2026 deadline for the transaction closing and any potential further extensions.
  • Review the Registration Statement status, as the tradability of the new shares is contingent upon its effectiveness.
  • Check for any subsequent filings regarding the board approval of loan agreements required under the new amendment provisions.