Business Context and Reporting Period
This Form 8-K Current Report was filed by IMPACT BIOMEDICAL INC. on September 14, 2026. The filing discloses a proposed Reverse Stock Split and provides updates regarding a proposed merger with Zoar Limited (f/k/a Dr. Ashley's Limited). The company is incorporated in Nevada and its common stock trades on the NYSE American LLC under the ticker symbol IBO.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for these metrics.
Material Changes and Corporate Actions
- Reverse Stock Split: The Company announced a Reverse Stock Split effective at 12:01 a.m. Eastern Time on September 23, 2026. The ratio is set at 1-for-12.62.
- Share Count Reduction: Outstanding shares will decrease from approximately 107.8 million to approximately 8.5 million.
- Fractional Shares: No fractional shares will be issued; any fractional amounts will be rounded up to the nearest whole share.
- Equity Adjustments: Proportional adjustments will be made to outstanding equity awards, exercise prices, and shares reserved under incentive plans.
- Purpose: The split is intended to assist the Company in regaining compliance with NYSE American LLC continued listing requirements and is connected to the proposed merger with Zoar Limited.
Guidance, Outlook, and Risks
- Merger Consideration: Upon closing of the proposed merger, Impact stockholders are expected to receive one (1) share of Zoar Limited for every one (1) share of Impact Common Stock held immediately prior to the effective time of the merger, after giving effect to the Reverse Stock Split.
- Listing Compliance Risk: The Company explicitly states that no assurance can be given that the Reverse Stock Split will enable the Company to maintain compliance with applicable listing standards.
- Merger Completion Risk: No assurance is provided that the proposed merger with Zoar Limited will be consummated.
- Forward-Looking Statements: The filing includes standard disclaimers regarding risks and uncertainties that could cause actual results to differ materially from expectations.
Investor Verification Checklist
- Verify the final effectiveness of the 1-for-12.62 Reverse Stock Split on September 23, 2026.
- Confirm whether the Company successfully regains compliance with NYSE American LLC listing standards post-split.
- Review the definitive Proxy Statement/Prospectus (Form F-4) filed by Zoar Limited for details on the merger terms and voting procedures.
- Monitor the status of the proposed merger with Zoar Limited to determine if it will be consummated.
- Check for any subsequent filings regarding the rounding of fractional shares and the adjusted share count.