UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 5, 2025

 

IMPACT BIOMEDICAL INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-42212		85-3926944
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1400 Broadfield Blvd., Suite 130, Houston, TX		77084
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (585) 325-3610

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		IBO		The NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On November 5, 2025, Impact Biomedical Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 64,328,010 shares of common stock of the Company, representing 88.50% of the aggregate shares outstanding and eligible to vote on September 8, 2025, the record date for the Meeting, and constituting a quorum, were represented in person or by valid proxies at the Meeting.

 

The stockholders approved the election of Frank D. Heuszel; Elise Brownell; Melissa Sims; Castel Hibbert; David Keene; Christian Zimmerman; Jason Grady and Chan Heng Fai Ambrose to serve as directors of the Company until the next Annual Meeting of the shareholders.

 

The stockholders ratified the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

 

The stockholders approved, on an advisory basis, the compensation of the named executive officers.

 

The final voting results on these matters were as follows:

 

1. Approval of the election of Frank D. Heuszel; Elise Brownell; Melissa Sims; Castel Hibbert; David Keene; Christian Zimmerman; Jason Grady and Chan Heng Fai Ambrose to serve as directors of the Company until the next Annual Meeting of the shareholders:

 

		FOR				AGAINST				WITHHELD				BROKER NON-VOTES
Frank D. Heuszel			61,565,626				54,136				5,487				2,702,761
Elise Brownell			61,535,306				74,945				14,997				2,702,761
Melissa Sims			61,496,912				112,291				16,046				2,702,761
Castell Hibbert			61,564,380				45,380				15,489				2,702,761
David Keene			61,536,534				73,768				14,947				2,702,761
Christian Zimmerman			61,566,321				43,460				15,468				2,702,761
Jason Grady			61,566,251				52,677				6,321				2,702,761
Chan Heng Fai Ambrose			61,505,698				113,631				5,920				2,702,761

 

2. Ratification of the appointment of Grassi & Co. Certified Public Accountants, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

 

FOR				AGAINST				ABSTAIN
	64,126,924				174,317				26,769

 

3. Approval on an advisory basis of the compensation of the named executive officers:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	61,512,770				107,684				4,795				2,702,761

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

	IMPACT BIOMEDICAL INC.
Date: November 6, 2025	By:	/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel
	Title:	Chief Executive Officer