8-K - Impact BioMedical Inc. | StockGist

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Impact BioMedical Inc. entered into Amendment No. 1 dated February 27, 2026, to its Merger and Share Exchange Agreement originally dated June 21, 2025, with Dr Ashleys Limited, Dr Ashleys Bio Labs Limited, and others. The amendment provides for issuance of 22,000 Compensation Shares to CEO Frank D. Heuszel and up to 128,000 DSS Shares to DSS, Inc., deducted from Company Share Consideration of 169,560,000 PubCo ordinary shares (94.20%), extends termination End Date to July 1, 2026, and adds loan co-signing provisions.

Key Takeaways

1Amendment No. 1 to Merger and Share Exchange Agreement dated February 27, 2026, among Impact BioMedical Inc., Dr Ashleys Limited (PubCo), Dr Ashleys Bio Labs Limited, Dr Ashleys Nevada Sub, Inc., and Kanans Visvanats (Dr Ashleys Shareholder)

2PubCo to issue 22,000 Compensation Shares to Frank D. Heuszel (Impact CEO) and 53,000 DSS Shares First Batch + 75,000 DSS Shares Second Batch to DSS, Inc. at Closing, deducted from Company Share Consideration

3Company Share Consideration amended to 169,560,000 PubCo ordinary shares, representing 94.20% of total issued PubCo shares at Closing (excluding Compensation and DSS Shares)

4Termination End Date extended from March 31, 2026 to July 1, 2026, extendable by mutual consent

5Impact required to seek board approval for co-signing loan agreements requested by PubCo, Merger Sub, Dr Ashleys Shareholder or Dr Ashleys prior to Effective Time

6DSS, Inc. and affiliates hold 92,980,843 Impact shares on as-converted basis (88.87% fully diluted), updated in Voting and Support Agreement amendment

Current Report Details

Event Type

Material Agreement

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement Amendment to Merger and Share Exchange Agreement As previously disclosed, Impact BioMedical Inc., a Nevada corporatio

Material Agreement

9.01

Financial Statements and Exhibits. Exhibit Number Description 10.1 Amendment No. 1 to the Merger and Share Exchange Agreement, dated February 27, 2026 10.2 Amen

Exhibits Only

Transaction Details

Material Agreement

Agreement: Amendment No. 1 to the Merger and Share Exchange Agreement
Parties: Dr Ashleys Limited (PubCo), Impact BioMedical Inc., Dr Ashleys Nevada Sub, Inc. (Merger Sub), Dr Ashleys Bio Labs Limited, Kanans Visvanats (a.k.a. Kannan Vishwanatth) (Dr Ashleys Shareholder)

•Issuance of 22,000 PubCo ordinary shares (Compensation Shares) to Frank D. Heuszel at Closing
•Issuance of 53,000 PubCo ordinary shares (DSS Shares First Batch) and 75,000 PubCo ordinary shares (DSS Shares Second Batch) to DSS, Inc. at Closing, subject to Transition Arrangement Agreement performance
•Company Share Consideration: 169,560,000 PubCo ordinary shares (94.20% of total issued at Closing, excluding Compensation and DSS Shares)
•Compensation Shares and DSS Shares deducted from Company Share Consideration to Dr Ashleys Shareholder
•Termination End Date extended to July 1, 2026, extendable by mutual written consent
•Impact to seek board approval and enter loan agreements as co-borrower or guarantor upon request prior to Effective Time
•Shares fully paid, non-assessable, and registered under effective Registration Statement, freely tradable subject to laws

Exhibits (4)

10.1

EX-10.1

10.2

EX-10.2

10.3

EX-10.3

8-K