IBO Impact Biomedical Inc

 

As filed with the Securities and Exchange Commission on January 24, 2025

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

IMPACT BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		85-3926944
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

 

1400 Broadfield Blvd., Suite 130

Houston, TX 77084

Tel: (585) 325-3610

(Address of Principal Executive Offices) (Zip Code)

 

Impact BioMedical, Inc.

2023 Employee, Director, and Consultant Equity Incentive Compensation Plan

(Full title of the plan)

 

1400 Broadfield Blvd., Suite 130

Houston, TX 77084

Tel: (585) 325-3610
Frank D. Heuszel

Chief Executive Officer 

(Name and address, including zip code, and telephone number, including area code, of agent for service)

  

Copies to:

 

Darrin M. Ocasio, Esq.

Jesse L. Blue, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas, 31^st Floor

New York, NY 10036

(212) 930-9700

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

Explanatory Note

 

This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Impact BioMedical, Inc., a Nevada corporation (the “Company”) in connection with the registration of 18,112,079 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which includes restricted stock awards and options under the Company’s 2023 Employee, Director, and Consultant Equity Incentive Plan and any subsequent amendments (the “2023 Plan”).

 

This Registration Statement includes a reoffer prospectus prepared in accordance with General Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act’). The reoffer prospectus may be used for the reoffer and resale of shares of Common Stock on a continuous or delayed basis that may be deemed to be “restricted securities” and/or “control securities” within the meaning of the Securities Act, and the rules and regulations promulgated thereunder, that were issued to certain of our executive officers, employees, consultants and directors identified in the reoffer prospectus. The number of shares of Common Stock included in the reoffer prospectus represents shares of Common Stock issued to the selling stockholders pursuant to restricted stock awards and shares of Common Stock issuable pursuant to stock option awards and does not necessarily represent a present intention to sell any or all such shares of Common Stock. The amount of shares to be offered or resold by means of the reoffer prospectus by each selling stockholder, and any other person with whom he or she is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) of the Securities Act.

 

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the 2023 Plan. The documents containing this information will be sent or given to eligible participants as specified in Rule 428(b)(1) of the Securities Act. Such documents are not being filed by the Company with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

 

Item 1.

Plan Information.

 

Not required to be filed with this Registration Statement.

 

Item 2.

Registrant Information and Employee Plan Annual Information.

 

Not required to be filed with this Registration Statement.

 

REOFFER PROSPECTUS

 

880,000 SHARES OF COMMON STOCK

 

IMPACT BIOMEDICAL, INC.

 

This prospectus relates to the reoffer and resale from time to time of up to 880,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of Impact BioMedical, Inc., a Nevada corporation (the “Company”), by certain selling stockholders named herein.

 

The selling stockholders may offer and sell the shares described in this prospectus in a number of different ways and at varying prices. The selling stockholders may sell any, all or none of such shares and we do not know when or in what amount the selling stockholders may sell such shares. The inclusion of such shares in this prospectus does not necessarily represent a present intention by the selling stockholders to sell any or all such shares.

 

The amount of shares of Common Stock to be offered or resold by means of this prospectus by each selling stockholder who is an affiliate of the Company (as defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)), may not exceed, during any three-month period, the amount specified in Rule 144(e) of the Securities Act.

 

Our Common Stock is traded on NYSE American under the ticker symbol “IBO”. On January 22, 2025, the closing price for our Common Stock as reported by NYSE American was $1.56.

 

We may amend or supplement this reoffer prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, the information incorporated by reference herein and any amendments or supplements carefully before you make your investment decision.

 

Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 2 of this prospectus and in any similar section included in the documents incorporated by reference in this prospectus to read about factors you should consider before investing in our securities.

 

The Securities and Exchange Commission (the “Commission”) may take the view that, under certain circumstances, the selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the distribution of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. Commissions, discounts or concessions received by any such broker-dealer or agent may be deemed to be underwriting commissions under the Securities Act. See the section titled “Plan of Distribution.”

 

Neither the Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Unless otherwise mentioned or unless the context requires otherwise, all references in this reoffer prospectus to “Impact,” the “Company,” “we,” “us,” “our,” or similar terms refer to Impact BioMedical, Inc. and its subsidiaries taken as a whole, except where the context otherwise requires or as otherwise indicated.

 

The date of this prospectus is January 24, 2025.

 

 

TABLE OF CONTENTS

 

	Page
Prospectus Summary	1
Risk Factors	2
Cautionary Note Regarding Forward-Looking Statements	2
Selling Stockholders	3
Plan of Distribution	4
Legal Matters	5
Experts	5
Where You Can Find Additional Information	5
Incorporation by Reference	5

 

We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses that we have prepared. We do not take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The selling stockholders may offer to sell, and seek offers to buy, shares of our Common Stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is current only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares of Common Stock. Our business, financial condition, results of operations and prospects may have changed since the date on the front cover of this prospectus.

 

 

PROSPECTUS SUMMARY

 

The following summary highlights certain information in this prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, especially the “Risk Factors” section of this prospectus and our financial statements and the notes thereto and the other information incorporated by reference into this prospectus before deciding to invest in our shares of Common Stock. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus. See “Cautionary Note Regarding Forward-Looking Statements”.

 

Impact Biomedical, Inc. (the “Company” or “IBIO”) currently is a holding company operating mainly through our majority owned subsidiary, Global BioLife, Inc., which was incorporated on April 14, 2017. The Company is committed to both funding research and developing intellectual property portfolio. We currently focus on research in three main areas: (i) development of a universal therapeutic drug platform; (ii) a new sugar substitute; and (iii) a multi-use fragrance.

 

Our Company

 

IBIO discovers, confirms, and patents unique science and technologies which can be developed into new offerings in human healthcare and wellness in collaboration with external partners through licensing, co-development, joint ventures, and other relationships. Currently, our operations are conducted, and our assets are owned through our principal subsidiaries: (i) Global BioLife, Inc. (“Global BioLife”), which was incorporated on April 14, 2017, (ii) Impact BioLife Science, Inc. (“Impact BioLife”), which was incorporated on August 28, 2020, (iii) Global BioMedical, Inc. (“Global BioMedical”), which was incorporated on April 18, 2017, and (iv) Sweet Sense, Inc. (“Sweet Sense”), which was incorporated on April 30, 2018.

 

By leveraging technology and new science with strategic partnerships, we provide advances in biopharmaceuticals and over the counter direct to consumer wellness offerings, and drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases.

 

In addition to our existing efforts, we continually search and evaluate other potential new offerings to add to our portfolio.

 

Our business model includes partnering and potentially direct sales for commercialization and distribution. Potential licensors and development partners include pharmaceutical, consumer packaged goods companies and others, who would commercialize IBIO technologies in exchange for milestone, and royalty licensing payments.

 

Below is a list of our principal subsidiaries:

 

	●	Impact BioLife Science, Inc.;
	●	Global Biomedical, Inc.;
	●	Global BioLife, Inc.; and
	●	Sweet Sense, Inc.

 

Impact BioLife Science, Inc. We are the sole owner of the outstanding equity of Impact BioLife Science, Inc.

 

Global Biomedical, Inc. We own 90.9% of Global Biomedical, Inc. outstanding equity.

 

Global BioLife, Inc. Through our majority owned subsidiary Global Biomedical, Inc., we own 81.8% of the outstanding equity of Global BioLife, Inc.

 

Sweet Sense, Inc. We are the owner of 95.5% of the outstanding equity of Sweet Sense.

 

About This Offering

 

This offering relates to the resale by the selling stockholders of up to 880,000 shares of Common Stock. The selling stockholders have acquired or will acquire such shares pursuant to grants made pursuant to the 2023 Plan.

 

 

RISK FACTORS

 

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider all of the information set forth in this reoffer prospectus, including our financial statements and notes thereto and the other information incorporated by reference into this reoffer prospectus, and the risk factors set forth in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023, before you decide to purchase our securities. If any of these risks actually occur, our business, financial conditions, results of operations and prospects could be materially adversely affected, the value of our securities could decline, and you may lose all or part of your investment.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The information included or incorporated by reference in this prospectus contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding Impact BioMedical, Inc. and its business. Forward-looking statements are those that predict or describe future events, do not relate solely to historical matters and include statements regarding management’s beliefs, estimates, projections, and assumptions with respect to, among other things, our future operations, business plans and strategies, as well as industry and market conditions, all of which are subject to change at any time without notice. Words such as “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional auxiliary verbs such as “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Risks, uncertainties, contingencies, and developments, including those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic reports and those identified in “Risk Factors”, could cause our future operating results to differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.

 

 

SELLING STOCKHOLDERS

 

This prospectus relates to the reoffer and resale from time to time of up to 880,000 shares of Common Stock issued to the selling stockholders, or underlying equity awards issued to the selling stockholders, under our 2023 Plan. The selling stockholders may sell any, all or none of such shares and we do not know when or in what amount the selling stockholders may sell such shares. The inclusion of such shares in the table below does not necessarily represent a present intention by the selling stockholders to sell any or all such shares. However, for the purposes of the table below, we have assumed that, after the completion of this offering, all Common Stock covered by this prospectus has been sold.

 

The number of shares to be sold by any selling stockholder under this prospectus also may be increased or decreased by a prospectus supplement. Notwithstanding the foregoing, in the event the selling stockholder is an “affiliate” (as such term is defined in the Securities Act) the amount of shares to be reoffered or resold by means of this prospectus by the selling stockholder, and any other person with whom such selling stockholder is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) of the Securities Act. Although a person’s name is included in the table below, neither that person nor we are making an admission that the named person is our “affiliate.”

 

The following table sets forth (i) the number of shares of Common Stock beneficially owned by each selling stockholder as of January 24, 2025, (ii) the number of shares to be offered for resale by each selling stockholder and (iii) the number and percentage of shares of Common Stock that each selling stockholder will beneficially own after completion of the offering, assuming that all shares of Common Stock that may be offered for resale are sold and no other shares of Common Stock beneficially owned by the selling stockholders also are sold.

 

Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act and is generally determined by voting power and/or investment power with respect to securities. Unless otherwise noted, all shares of Common Stock listed above are owned of record by each individual named as beneficial owner and such individual has sole voting and dispositive power with respect to the shares of Common Stock owned by each of them. Such person or entity’s percentage of ownership is determined by assuming that any options or convertible securities held by such person which are exercisable within 60 days from the date hereof have been exercised or converted as the case may be. Unless otherwise indicated, the address for each of the selling stockholders named below is c/o Impact BioMedical, Inc. 1400 Broadfield Blvd., Suite 130 Houston, TX 77084.

 

Name of Selling Stockholder		Number of Shares Beneficially Owned (1)		Number of Shares to be Offered for the Account of the Selling Stockholder (2) (3)				Number of Shares Beneficially Owned After the Offering (1)				% Owned After the Offering * (1)
Frank D. Heuszel		4,779			300,000				304,779				2.6	%
Mark Suseck		-			400,000				400,000				3.5	%
Todd D. Macko		122			15,000				15,122				**
Travis Heuszel		291			15,000				15,291				**
Jason Grady		182			25,000				25,182				**
Elise Brownell		-			25,000				25,000				**
Melissa Simms		-			25,000				25,000				**
Christian Zimmerman		-			25,000				25,000				**
David Keene		-			25,000				25,000				**
Castel Hibbert		-			25,000				25,000				**

 

*	calculated based on 11,503,955 shares of Common Stock outstanding as of January 23, 2025.

 

**	denotes less than 1%.

 

(1) Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of such security; and (ii) investment power, which includes the power to dispose or direct the disposition of such security. Certain shares of Common Stock may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares of Common Stock are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares of Common Stock outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of Common Stock of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding as of the date hereof.

 

(2) These are designated as “restricted securities” as such term is defined in General Instruction C to Form S-8.

 

(3) Includes shares of Common Stock underlying stock option and restricted stock awards irrespective of whether such stock option and restricted stock awards will vest more than 60 days after the date hereof.

 

 

PLAN OF DISTRIBUTION

 

In this section of the reoffer prospectus, the term “selling stockholder” means and includes:

 

●	the persons identified in the table above as the selling stockholders; and
●	any of the donees, pledgees, distributees, transferees or other successors in interest of those persons referenced above who may: (a) receive any of the shares of our Common Stock offered hereby after the date of this reoffer prospectus and (b) offer or sell those shares hereunder.

 

The shares of our Common Stock offered by this reoffer prospectus may be sold from time to time directly by the selling stockholders. Alternatively, the selling stockholders may from time to time offer such shares through underwriters, brokers, dealers, agents or other intermediaries. The selling stockholders as of the date of this reoffer prospectus have advised us that there were no underwriting or distribution arrangements entered into with respect to the Common Stock offered hereby. The distribution of the Common Stock by the selling stockholders may be effected: in one or more transactions that may take place on The NYSE American (including one or more block transaction) through customary brokerage channels, either through brokers acting as agents for the selling stockholders, or through market makers, dealers or underwriters acting as principals who may resell these shares on The NYSE American; in privately-negotiated sales; by a combination of such methods; or by other means. These transactions may be affected at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at other negotiated prices. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling stockholders in connection with sales of our Common Stock.

 

The selling stockholders may enter into hedging transactions with broker-dealers in connection with distributions of the shares or otherwise. In such transactions, broker-dealers may engage in short sales of the shares of our Common Stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders also may sell shares short and redeliver the shares to close out such short positions. The selling stockholders may enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of shares of our Common Stock. The broker-dealer may then resell or otherwise transfer such shares of Common Stock pursuant to this reoffer prospectus.

 

The selling stockholders also may lend or pledge shares of our Common Stock to a broker-dealer. The broker-dealer may sell the shares of Common Stock so lent, or upon a default the broker-dealer may sell the pledged shares of Common Stock pursuant to this reoffer prospectus. Any securities covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.

 

The amount of shares to be reoffered or resold by means of this prospectus by each selling stockholder who is an affiliate of the Company (as defined in Rule 405 promulgated under the Securities Act), and any other person with whom such selling stockholder is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) of the Securities Act.

 

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares of Common Stock of the selling stockholders.

 

Although the shares of Common Stock covered by this reoffer prospectus are not currently being underwritten, the selling stockholders or their underwriters, brokers, dealers or other agents or other intermediaries, if any, that may participate with the selling stockholders in any offering or distribution of Common Stock may be deemed “underwriters” within the meaning of the Securities Act and any profits realized or commissions received by them may be deemed underwriting compensation thereunder.

 

Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of shares of the Common Stock offered hereby may not simultaneously engage in market making activities with respect to the Common Stock for a period of up to five days preceding such distribution. The selling stockholders will be subject to the applicable provisions of the Exchange Act and the rules and regulations promulgated thereunder, including without limitation Regulation M, which provisions may limit the timing of purchases and sales by the selling stockholders.

 

In order to comply with certain state securities or blue sky laws and regulations, if applicable, the Common Stock offered hereby will be sold in such jurisdictions only through registered or licensed brokers or dealers. In certain states, the Common Stock may not be sold unless they are registered or qualified for sale in such state, or unless an exemption from registration or qualification is available and is obtained.

 

We will bear all costs, expenses and fees in connection with the registration of the Common Stock offered hereby. However, the selling stockholders will bear any brokerage or underwriting commissions and similar selling expenses, if any, attributable to the sale of the shares of Common Stock offered pursuant to this reoffer prospectus. We have agreed to indemnify certain of the selling stockholders against certain liabilities, including liabilities under the Securities Act, or to contribute to payments to which any of those security holders may be required to make in respect thereof.

 

There can be no assurance that the selling stockholders will sell any or all of the securities offered by them hereby.

 

 

LEGAL MATTERS

 

The validity of the securities being offered by this prospectus will be passed upon for us by Sichenzia Ross Ference Carmel LLP, New York, New York.

 

EXPERTS

 

The financial statements for the years ended December 31, 2023, and 2022 incorporated by reference in this prospectus have been audited by Grassi & Co., CPAs, P.C, an independent registered public accounting firm, as stated in the report (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern). Such financial statements are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We are subject to periodic reporting and other informational requirements of the Exchange Act and will file annual, quarterly and current reports, proxy statements and other information with the Commission. Our Commission filings are also available to you on the Commission’s website at http://www.sec.gov. We maintain a website at www.impbio.com at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. The information contained in, or that can be accessed through, our website is not part of this prospectus.

 

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

 

The Commission allows us to “incorporate by reference” certain information we have filed or furnished with the Commission into this Registration Statement, which means that we are disclosing important information to you by referring you to other information we have filed or furnished with the Commission. The information we incorporate by reference is considered part of this reoffer prospectus. We specifically are incorporating by reference the following documents filed or furnished with the Commission:

 

	● our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 20, 2024;
	● our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024  filed with the Commission on May 10, 2024, August 13, 2024 and November 12, 2024, respectively;
	● our Current Reports on Form 8-K filed with the Commission on January 22, 2024, June 7, 2024, September 17, 2024, October 8, 2024 and November 4, 2024; and
	● the description of the Company’s Common Stock and warrants contained in the Form 8-A/A filed with the Commission on August 23, 2024, including any amendments thereto or reports filed for the purposes of updating this description.

 

Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this reoffer prospectus from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this reoffer prospectus to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this reoffer prospectus.

 

 

You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. This information in this document may only be accurate as of the date of this document.

 

Additional risks and uncertainties not presently known or that are deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on these who purchase our Common Stock. These purchasers will purchase our Common Stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.

 

880,000 shares of

Common Stock

 

January 24, 2025

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The Commission allows us to “incorporate by reference” certain information we have filed or furnished with the Commission into this Registration Statement, which means that we are disclosing important information to you by referring you to other information we have filed or furnished with the Commission. The information we incorporate by reference is considered part of this Registration Statement. We specifically are incorporating by reference the following documents filed or furnished with the Commission:

 

	● our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 20, 2024;
	● our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024 filed with the Commission on May 10, 2024, August 13, 2024 and November 12, 2024, respectively;
	● our Current Reports on Form 8-K filed with the Commission on January 22, 2024, June 7, 2024, September 17, 2024, October 8, 2024 and November 4, 2024; and
	● the description of the Company’s Common Stock and warrants contained in the Form 8-A/A filed with the Commission on August 23, 2024, including any amendments thereto or reports filed for the purposes of updating this description.

 

Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this reoffer prospectus from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this reoffer prospectus to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this reoffer prospectus.

 

We will provide without charge to each person to whom documents are being provided pursuant to Part I of this Registration Statement, upon the written or oral request of any such person, a copy of any document described above (other than exhibits). Requests for such copies should be directed to:

 

1400 Broadfield Blvd., Suite 130

Houston, TX 77084

Tel: (585) 325-3610
Frank D. Heuszel

Chief Executive Officer 

 

Item 4. Description of Securities.

 

Not applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

No expert or counsel named in this Registration Statement as having prepared or certified any part of this Registration Statement or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of such securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our Company, nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

 

Item 6. Indemnification of Directors and Officers.

 

The Registrant is a Nevada corporation.

 

Nevada law provides that a Nevada corporation may 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, other than an action by or in the right of the corporation (i.e., a “non-derivative proceeding”), by reason of the fact that he or she 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 or she:

 

	●	Is not liable under Section 78.138 of the Nevada Revised Statutes for breach of his or her fiduciary duties to the corporation; or
	●	Acted in good faith and in a manner which he or she 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 or her conduct was unlawful.

 

In addition, a Nevada corporation may 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 (i.e., a “derivative proceeding”), by reason of the fact that he or she 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 or her in connection with the defense or settlement of the action or suit if he:

 

	●	Is not liable under Section 78.138 of the Nevada Revised Statute for breach of his or her fiduciary duties to the corporation; or
	●	Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation.

  

Under Nevada law, indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

 

NRS Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court as a matter of law must determine the question of whether a director or officer acts as the alter ego of a 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 non-derivative proceeding or any derivative proceeding, or in defense of any claim, issue or matter therein, the corporation is obligated to indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.

 

Further, Nevada law permits a Nevada corporation to purchase and maintain insurance or to 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 or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8. Exhibits.

 

The list of exhibits is set forth under “Exhibit Index” at the end of this Registration Statement and is incorporated herein by reference.

 

Item 9. Undertakings.

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

EXHIBIT INDEX

 

Exhibit Number		Exhibit Description
3.1**		Amended and Restated Articles of Incorporation of Impact BioMedical, Inc. dated July 29, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Form S-1/A, filed on August 20, 2024)
3.2**		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form S-1/A, filed on August 20, 2024)
3.3**		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical, Inc. (incorporated by reference to Exhibit 3.3 to the Company’s Form S-1/A, filed on August 20, 2024)
3.4**		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical, Inc. (incorporated by reference to Exhibit 3.4 to the Company’s Form S-1/A, filed on August 20, 2024)
3.5**		Bylaws of the Company (incorporated by reference to Exhibit 3.5 to the Company’s Form S-1/A, filed on August 20, 2024)
3.6**		Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 to the Company’s Form S-1/A, filed on August 20, 2024)
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
10.1**		Share Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore Development Limited and Global BioMedical Pte Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1/A, filed on August 20, 2024)
10.2**		Subscription Agreement dated December 19, 2020, between the Company and BioMed Technologies Asia Pacific Holdings Limited (incorporated by reference to Exhibit 10.2 to the Company’s Form S-1/A, filed on August 20, 2024)
10.3**		Promissory Note with Dustin Michael Crum dated February 21, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1/A, filed on August 20, 2024)
10.4**		Stock Purchase Agreement dated March 15, 2021 between the Company and Vivacitas Oncology Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1/A, filed on August 20, 2024)
10.5**		Convertible Promissory Note dated May 14, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1/A, filed on August 20, 2024)
10.6**		Revolving Promissory Note dated December 31, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1/A, filed on August 20, 2024)
10.7**		Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated August 15, 2018 (incorporated by reference to Exhibit 10.7 to the Company’s Form S-1/A, filed on August 20, 2024)
10.8**		Addendum to Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated November 27, 2018 (incorporated by reference to Exhibit 10.8 to the Company’s Form S-1/A, filed on August 20, 2024)
10.9**		Distribution Agreement by and between BioMed Technologies Asia Pacific Holdings Limited and Impact BioMedical, Inc., dated December 9, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form S-1/A, filed on August 20, 2024)
10.10**		Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated April 26, 2017 (incorporated by reference to Exhibit 10.10 to the Company’s Form S-1/A, filed on August 20, 2024)
10.11**		Amendment No. 1 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated May 22, 2018 (incorporated by reference to Exhibit 10.11 to the Company’s Form S-1/A, filed on August 20, 2024)
10.12**		Amendment No. 2 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated August 2020 (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1/A, filed on August 20, 2024)
10.13**		Impact BioLife Science, Inc. Stockholders Agreement among Impact BioLife Science, Inc., Impact BioMedical, Inc. and GRDG Sciences, LLC, dated December 11, 2020 (incorporated by reference to Exhibit 10.13 to the Company’s Form S-1/A, filed on August 20, 2024)
10.14**		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated May 16, 2022 (incorporated by reference to Exhibit 10.14 to the Company’s Form S-1/A, filed on August 20, 2024)
10.15**		Amendment No. 1 to Revolving Promissory Note dated December 31, 2021 (incorporated by reference to Exhibit 10.15 to the Company’s Form S-1/A, filed on August 20, 2024)
10.16**		Amendment No. 2 to Revolving Promissory Note dated March 31, 2022. (incorporated by reference to Exhibit 10.16 to the Company’s Form S-1/A, filed on August 20, 2024)
10.17**		License Agreement with ProPhase Labs, Inc. dated March 17, 2022. (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1/A, filed on August 20, 2024)
10.18**		License Agreement with ProPhase Labs, Inc. dated July 18, 2022 (incorporated by reference to Exhibit 10.18 to the Company’s Form S-1/A, filed on August 20, 2024)
10.19**		Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated February 15, 2022 (incorporated by reference to Exhibit 10.19 to the Company’s Form S-1/A, filed on August 20, 2024)
10.20**		Share Exchange Agreement between Impact BioMedical, Inc. and DSS BioHealth Security, Inc. (incorporated by reference to Exhibit 10.20 to the Company’s Form S-1/A, filed on August 20, 2024)
10.21		Amendment to Promissory Note effective January 18, 2024 between Impact BioMedical, Inc. and DSS, Inc.
14.1**		Impact BioMedical, Inc. Employee Handbook (incorporated by reference to Exhibit 14.1 to the Company’s Form S-1/A, filed on August 20, 2024)
21.1**		List of subsidiaries of Impact BioMedical, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Form S-1/A, filed on August 20, 2024)
23.1		Consent of Grassi & Co., CPAs, P.C.
23.2		Consent of Sichenzia Ross Ference LLP (included as part of Exhibit 5.1).
99.1		Charter of the Compensation Committee
99.2		Charter of the Audit Committee
99.3		Charter of the Nominating and Corporate Governance Committee
107*		Filing Fee Table

 

* Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, TX of on January 24, 2025.

 

IMPACT BIOMEDICAL, INC.
By	/s/ Frank D. Heuszel
	Frank D. Heuszel
	Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Frank D. Heuszel as his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and to sign any related registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each action alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Frank D. Heuszel
Frank D. Heuszel		Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and President		January 24, 2025
/s/ Jason Grady
Jason Grady		Director		January 24, 2025
/s/ Todd D. Macko
Todd D. Macko		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer		January 24, 2025
/s/ Mark Suseck
Mark Suseck		Chief Operating Officer		January 24, 2025
/s/ Dr. Elise Brownell
Dr. Elise Brownell		Director		January 24, 2025
/s/ Melissa Sims
Melissa Sims		Director		January 24, 2025
/s/ Castel Hibbert
Castel Hibbert		Director		January 24, 2025
/s/ Christian Zimmerman
Christian Zimmerman		Director		January 24, 2025
/s/ David Keene
David Keene		Director		January 24, 2025

 

 

 

Exhibit 5.1

 

 

January 24, 2025

 

Impact BioMedical Inc.

1400 Broadfield Blvd., Suite 130

Houston, TX 77084

 

Re: Impact BioMedical Inc. - Form S-8 Registration Statement

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Impact BioMedical Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”).

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

Based on our examination mentioned above, we are of the opinion that the securities being issued pursuant to the Registration Statement, as well as the securities being registered in connection with the selling stockholders are duly authorized and will be, when so issued, legally and validly issued, and fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Sichenzia Ross Ference Carmel LLP
Sichenzia Ross Ference Carmel LLP

 

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

 

 

 

Exhibit 10.21

 

AMENDED AND RESTATED PROMISSORY NOTE

 

Borrower:

IMPACT BIOMEDICAL, INC. 1400 Broadfield Blvd., Suite 130 Houston, Texas 77084

Lender:

DSS, Inc. 275 Wiregrass Pkwy, W. Henrietta, NY 14586

 

 

Principal Amount: $12,859,328.60	Date of Original Note: March 31, 2023
	Date Amended: January 18, 2024
	Maturity Date: September 30, 2030

 

THIS AMENDED AND RESTATED PROMISSORY NOTE is effective this 18th day of January, 2024, by and between Impact Biomedical, Inc., a Nevada corporation (the, “Borrower” or “Impact”) and DSS, Inc., a New York corporation (the “Lender” or “DSS”).

 

RECITALS

 

WHEREAS, on March 31, 2023, the Lender made a loan (the “Loan”) in the form of a revolving promissory note in the original amount of up to $12,000,000, with such Loan being evidenced by that certain Revolving Promissory Note dated March 31, 2023, in the committed principal amount of up to TWELVE MILLION AND no/100 DOLLARS ($12,000,000.00), together with interest on the unpaid principal balance (the “Original Note”);

 

WHEREAS, the Borrower has requested the Lender to extend the maturity date of the Loan to September 30, 2030, and to establish a repayment amortization program for the indebtedness;

 

WHEREAS, the Lender has agreed to conditionally accommodate the Borrower’s request, and has agreed to amend the existing Original Note to (1) extend the maturity date of the Loan to September 30, 2030, (ii) advance funds under the Original Note to fund and pay interest to date bringing the funded principal balance to $12,859,328.60, (iii) eliminate any advance feature under the terms of the Original Note, (iv) establish specific repayment terms for the Note balance, and (v) amend the interest rate to a market rate of interest;

 

WHEREAS, the Borrower has agreed to such changes, and the Borrower and Lender desire to amend and restate the Original Note in order to reflect the agreed upon changes, and accordingly, Borrower and Lender have agreed to execute and deliver this Note to reflect that agreement; and

 

 

NOW, THEREFORE, in consideration of the premises, the agreement, and commitments hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows, effective January 18, 2024:

 

	A.	As of January 18, 2024, the funded unpaid principal and interest balance owing on the Original Note is $12,859,328.60, which is comprised of $11,627,845.46 in pre- January 17, 2024, principal advances, and $1,231,483.14 in interest funding that was advanced and posted on January 17, 2024, with such advance being part of the accommodations of the Lender.
	B.	This Note does not extinguish the outstanding indebtedness evidenced by the Original Note and is not intended to be a substitution or novation of the original indebtedness or instruments evidencing and securing the same, all of which shall continue in full force and effectiveness except as specifically amended and restated hereby.
	C.	Borrower and Lender hereby agree that the Original Note is hereby amended, restated and replaced in its entirety with respect to principal indebtedness evidenced by this Note to read as follows:

 

FOR VALUE RECEIVED, Borrower:

 

PROMISES TO PAY. Impact Biomedical, Inc., a Nevada corporation promises to pay to DSS, Inc. in lawful money of the United States of America, the principal amount up to TWELVE MILLION EIGHT HUNDRED FIFTY-NINE THOUSAND THREE HUNDRED TWENTY-EIGHT AND 60/100 DOLLARS ($12,859,328.60), together with interest on the unpaid principal balance from the date hereof, calculated as described in the “INTEREST CALCULATION METHOD” paragraph using an interest rate of WSJ Prime + 0.50% per annum based on a year of 360 days, until maturity. The interest rate may change under the terms and conditions set forth in the “INTEREST RATE” and/or the “POST MATURITY RATE” section. (Collectively, this instrument to be referred to as the “Note”.)

 

LOAN PURPOSE: The purpose of the Note is to provide long-term financing and amortization of previously provided financing for the Borrower’s working capital needs.

 

MATURITY DATE: September 30, 2030.

 

PAYMENT OF PRINCIPAL AND INTEREST. On demand. If no demand, then Borrower will repay the principal and interest owing on the loan evidenced by this Note in 60 payments as follows:

 

(1)	On the last day of each month during the period from February 1, 2024, through and including January 31, 2026, Borrower will pay Lender the outstanding unpaid accrued interest owing on the Note,
(2)	On the last day of each month during the period from February 1, 2026, through and including August 31, 2030, Borrower will pay Lender $126,380.80, being comprised of both principal and interest payment, and
(3)	on September 30, 2030, Borrower will pay the entire amount of unpaid principal and interest then outstanding under the Note.

 

Unless otherwise agreed or required by applicable law, payments will be applied first to any fees or late charges, then to any unpaid collection costs, then to any accrued unpaid interest, and then to the principal. The Borrower will make all payments to the Lender at Lender’s address shown above or at such other place as Lender may designate in writing.

 

 

INTEREST RATE. The rate per annum interest rate on this Note shall be determined and defined on the basis of the Prime Rate as reported in the “Money Rates” section of the Wall Street Journal or a substitute source reasonably determined by Lender in the event such source is no longer available. (the “WSJ Prime Rate”) The WSJ Prime Rate for the Note will initially be the WSJ Prime Rate as of the date of this Note, (i.e. January 18, 2024, which was quoted at 8.50%) plus 0.50%, or an initial interest rate of 9.00%. The interest rate then for any one day shall be the WSJ Prime rate in effect on such date plus 0.50%. The effective interest rate will be adjusted on a daily basis.

 

INTEREST CALCULATION METHOD. Interest on this Note is computed on an actual day, 360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding, unless such calculation would result in a usurious rate, In which case interest shall be calculated on a per diem basis of a year of 365 or 366 days, as the case may be. All interest payable under this Note is computed using this method.

 

ADVANCES. There are no advance features or options under the terms of this Note. All previous commitments that existed under the terms of the Original Note are hereby terminated.

 

PREPAYMENT. The Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment in full shall consist of payment of the remaining unpaid principal balance together with all accrued and unpaid interest and all other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this Note/loan, and in no event will Borrower ever be required to pay any unearned interest. Early payments will not, unless agreed to by the Lender in writing, relieve Borrower of Borrower’s obligation to continue to make payments under the payment schedule. Rather, early payments will reduce the principal balance due in the inverse order of maturity. Borrower agrees not to send Lender payments marked “paid in full”, “without recourse”, or similar language. If the Borrower sends such a payment, the Lender may accept it without losing any of Lender’s rights under this Note, security agreement and/or guaranty(ies), if any, and the Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations, or as full satisfaction of a disputed amount must be mailed or delivered to:

 

DSS, Inc.,

Attn. Todd Macko, CFO

275 Wiregrass Pkwy,

W. Henrietta, NY1400 14586

 

YIELD MAINTENANCE. NOT USED.

 

POST MATURITY RATE. The Post Maturity Rate on this Note is the lesser of (A) the maximum rate allowed by law or (B) 18.000% per annum based on a year of 360 days. The Borrower will pay interest on all sums due after final maturity, whether by acceleration or otherwise, at that rate.

 

DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under this Note:

 

Payment Default. Borrower fails to make any payment when due under this Note.

 

 

Other Defaults. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower.

 

Dispute of Loan Documents. If at any time the Borrower, grantor, and/or guarantor denies the enforceability of any loan documents related to the Note, in whole or in part, including, but not limited to any loan, extension of credit, guaranty agreement, security agreement, UCC filing, Control Agreement, Collateral perfection, or any other agreement related to the Note or any extension and renewal thereof.

 

Default In Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the related documents.

 

False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower’s behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter.

 

Insolvency. The dissolution or termination of Borrower’s existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower.

 

Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, In Its sole discretion, as being an adequate reserve or bond for the dispute.

 

Events Affecting Guarantor. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.

 

Change In Ownership. Any change in ownership of fifty-five percent (55%) or more of the common stock or other voting equity interests of Borrower.

 

Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender believes the prospect of payment or performance of this Note is impaired.

 

Insecurity. Lender in good faith believes itself insecure based upon a deemed material adverse change to the Borrower.

 

 

Cure Provisions. If any default, other than a default in payment under this Note or any other note and/or the filing of bankruptcy, whether voluntarily or involuntarily, is curable, it may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default; (1) cures the default within ten (10) business days; or (2) if the cure requires more than ten (10) business days, immediately initiates steps which Lender deems In Lender’s sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.

 

LENDER’S RIGHTS. Upon default, Lender may declare the entire indebtedness, including the unpaid principal balance under this Note, all accrued unpaid interest, and all other amounts, costs and expenses for which Borrower is responsible under this Note or any other agreement with Lender pertaining to this loan, immediately due, without notice, and then Borrower will pay that amount.

 

ATTORNEYS’ FEES; EXPENSES. Lender may hire an attorney to help collect this Note if Borrower does not pay, and Borrower will pay Lender’s reasonable attorneys’ fees. Borrower also will pay Lender all other amounts Lender actually incurs as court costs, lawful fees for filing, recording, releasing to any public office any instrument securing this Note; the reasonable cost actually expended for repossessing, storing, preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as security for this Note, or premiums or identifiable charges received in connection with the sale of authorized insurance.

 

JURY WAIVER. BORROWER AND LENDER EACH HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY WITH REGARDS TO ANY “DISPUTE” AND ANY ACTION ON SUCH “DISPUTE”, THAT IS RELATED, DIRECTLY OF INDIRECTLY, WITH THE NOTE, ORIGINAL NOTE AND AMENDED NOTE. THIS WAIVER IS KNOWLINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORRWER AND LENDER, AND BORROWER AND LENDER HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON OR ENTITY TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THES AGREEMENT. BORROWER AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS SECTION HEREOF IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER OF JURY TRIAL. BORROWER FURTHER REPRESENT AND WARRANTS THAT: (1) IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR (2) HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELCECTED OF ITS OWN FREE WILL, AND EACH HAVE HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

 

GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Texas without regard to its conflicts of law provisions. This Note has been accepted by the Lender in the State of Texas.

 

CHOICE OF VENUE, if there is a lawsuit, and as the transaction evidenced by this Note occurred in Harris County, Texas, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of Harris County, State of Texas,

 

DISHONORED CHECK CHARGE. Borrower will pay a processing fee of $25.00 if any check given by Borrower to Lender as a payment on this loan is dishonored.

 

 

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender does hereby create and/or reserve a contractual right of setoff and a common law right of set-off against all Borrower’s accounts or against any sums or amounts the Lender may owe or be liable to the Borrower. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts or amounts due.

 

COLLATERAL. The Borrower acknowledges this Note is secured by a blanket first lien on all assets of the Borrower including but limited to any licenses or patents owned. The Borrower will, upon Lender’s request, execute any document(s), security agreements, or pledge instruments to effectuate such pledge, immediately upon request. Further, the Borrower authorizes the Lender to execute any document on its behalf to allow, create or perfect the security interest in any or all of the collateral.

 

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower’s heirs, personal representatives, successors, and assigns, and shall inure to the benefit of Lender and its successors and assigns.

 

GENERAL PROVISIONS. NOTICE: Under no circumstances (and notwithstanding any other provisions of this Note) shall the interest charged, collected, or contracted for on this Note exceed the maximum rate permitted by law. The term “maximum rate permitted by law” as used in this Note means the greater of (a) the maximum rate of interest permitted under federal or other law applicable to the indebtedness evidenced by this Note, or (b) the higher, as of the date of this Note, of the “Weekly Ceiling” or the “Quarterly Ceiling” as referred to in Sections 303.002, 303.003 and 303.006 of the Texas Finance Code. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as “charge or collect”), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Texas (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to the Borrower. The right to accelerate maturity of sums due under this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such acceleration, and Lender does not intend to charge or collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of sums due hereunder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the loan evidenced by this Note until payment in full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the applicable usury ceiling. The Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise extend additional credit; (b) alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including Increases and decreases of the rate of interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any security, with or without the substitution of new collateral; (d) apply such security and direct the order or manner of sale thereof, including without limitation, any non- judicial sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute, agree not to sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor, notice of intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender’s security interest in the collateral without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several.

 

 

GUARANTOR(S). None

 

FINANCIAL & REPORTING COVENANTS. Other than the permitted first lien which the Borrower is granting, and does hereby by grant to the Lender to secure this Note and any other indebtedness it may owe to Lender, the Borrower shall comply with each of the following financial covenants (except as permitted under the Note):

 

Borrower shall not pledge, grant a security interest in, mortgage, assign, encumber or otherwise create a lien on any of its property (whether real or personal, tangible or intangible, and now owned or hereafter acquired) in favor of any person or entity other than DSS, except for those liens, security interests and encumbrances existing on the date hereof and previously disclosed in writing to and approved by DSS.

 

The Borrower shall not create, incur or assume any indebtedness for borrowed money other than existing indebtedness previously disclosed to and approved by DSS and in the future in connection with equipment leases or purchase financings or trade indebtedness.

 

Borrower shall not assume, guarantee, endorse or otherwise become directly or contingently liable for the obligations of any other person or entity except by endorsement of negotiable instruments for deposit or collection in the ordinary course of business and in the future in connection with equipment leases or purchase financings or trade indebtedness.

 

Borrower will provide reviewed year-end financial statements and audited statements of its dealer-broker subsidiary within 120 days of fiscal year-end.

 

Borrower will provide internally prepared interim financial statements within 30 days upon DSS’s request.

 

Guarantor will provide any financial, tax information, governmental compliance, or corporate governance documentation upon Lender’s request.

 

The Borrower will maintain a positive net worth at all times as defined by Generally Accepted Accounting Principles.

 

BORROWER WARRANTY.

 

The Borrower hereby represents and warrants that it has on behalf of their respective companies, the full legal rights and capacities to enter into this Note and related loan documents and security agreement, and that the Borrower intends to perform their respective obligations and that they are not in violation of any laws or any courts. In addition, Borrower affirms and warrants to Lender that:

 

●

There is no litigation and no noticed or expected litigation against it, except as otherwise disclosed.

 

 

	●	The Borrower is solvent at the time of the loan.
	●	Guarantor has, or will, receive sufficient consideration from the transaction to make the guarantees fully enforceable.

 

INDEMNIFICATION.

 

Borrower hereby indemnifies and agrees to protect, defend and hold harmless Lender, and any member, officer, director, official, agent, employee or attorney of Lender, and their respective heirs, administrators, executors, successors and assigns (collectively, the “Indemnified Parties”), from and against any and all losses, damages, expenses or liabilities of any kind or nature and from any suits, claims or demands, including reasonable attorneys’ fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the Note, any loan documents or the transactions contemplated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Indemnified Parties) including, without limitation: (i) any untrue statement of a material fact contained in information submitted to Lender by Borrower or Guarantor or the omission of any material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (ii) the failure of Borrower or Guarantor to perform any obligations herein required to be performed by Borrower and/or Guarantor. These provisions shall survive the repayment or other satisfaction of the Note.

 

SEVERABILITY OF PROVISIONS. A determination that any provision of this Agreement is unenforceable or invalid shall not affect the enforceability or validity of any other provision hereof, and any determination that the application of any provision of this Note to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision or other provisions as it may apply to any other persons or circumstances.

 

RELEASE and WAIVER OF CLAIMS. In consideration of (a) the modifications, renewals, extensions, and/or waivers as herein provided, and (b) the other benefits received by Borrower hereunder, Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Lender, as well as its predecessors, successors, assigns, agents, officers, directors, employees, representatives, attorneys, insurers, affiliates, parent corporations and all other persons, entities, associations, partnerships and corporations with whom any of the former have been, are now or may hereafter be affiliated (collectively, the “Lender Parties”) of and from any and all claims, demands, obligations, liabilities, actions and causes of action of any and every kind, character or nature whatsoever, known or unknown, past or present, which Borrower may have against any of the Lender Parties arising out of or with respect to (i) any right or power to bring any claim against Lender for usury or to pursue any cause of action against Lender based on any claim of usury, and (ii) any and all transactions and events relating to any loan documents occurring on or prior to the date hereof, including any loss, cost or damage, of any kind, character or nature whatsoever, arising out of, in any way connected with, or in any way resulting from the acts, actions, or omissions of any of the Lender Parties, including, but not limited to, any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence, breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, intentional or negligent infliction of mental distress, tortuous interference with contractual relations, tortuous interference with corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander or conspiracy, and/or arising out of any attempt to collect any sums due or claimed to be due to Lender, but in each case only to the extent permitted by applicable law.

 

 

PRIOR TO SIGNING THIS NOTE, THE BORROWER HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, AND THE BORROWER AGREES TO THE TERMS OF THIS NOTE.

 

Executed and agree to by:
	BORROWER:
	IMPACT BIOMEDICAL, INC.
	By:
	Title:	Chief Financial Officer
	Date:	January 19, 2024
	LENDER:
	DSS, INC.
	By:
	Title:	Chief Operating Officer
	Date:	January 19, 2024

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the inclusion in this Registration Statement on Form S-8 of our report dated February 20, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, relating to the consolidated financial statements of Impact Biomedical, Inc. as of and for the years ended December 31, 2023 and 2022. We also consent to the reference of our firm under the heading “Experts” appearing therein.

 

GRASSI & CO., CPAs, P.C.
January 24, 2025

 

 

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

Exhibit 99.2

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.3

 

 

 

 

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-8

(Form Type)

 

Impact BioMedical Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Share				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		2023 Employee, Director, and Consultant Equity Incentive Plan Common Stock, $0.001 par value per share		457(h)		18,992,079 shares(1)(2)		$	1.57	(3)		$	29,817,564	(3)			0.0001531			$	4,565.06
Total Offering Amounts												$								$	4,565.06
Total Fee Offsets													-				-				-
Net Fee Due																				$	4,565.06

 

	(1)	Represents the maximum number of shares of common stock, par value $0.001 per share (“Common Stock”), of Impact BioMedical Inc. (the “Registrant”) issuable pursuant to the 2023 Employee, Director, and Consultant Equity Incentive Plan being registered herein.
	(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement also covers such additional shares of Common Stock, as may issue to prevent dilution from stock splits, stock dividends and similar transactions.
	(3)	Estimated solely for the purposes of determining the amount of the registration fee, pursuant to Rule 457(h) under the Securities Act, based upon the average high and low price of the Common Stock as reported on The NYSE American on January 23, 2025.

 

 

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