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): March 24, 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		N/A		N/A

 

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 1.01.

Entry Into a Material Definitive Agreement.

 

Debt Conversion Agreement

 

As previously reported, Impact BioMedical Inc. (the “Company”) entered into a Debt Conversion Agreement, dated March 24, 2025, with DSS, Inc., pursuant to that certain Amended and Restated Promissory Note, dated September 16, 2024 (the “Promissory Note”). The original principal amount of the Promissory Note was $12,000,000, and as of March 24, 2025, the Promissory Note had a principal balance of $13,176,477.03.

 

In connection with the above, the Company and DSS have agreed to settle a portion of the outstanding indebtedness under the Promissory Note in the amount of $8,697,142.80 through the issuance of 2,415,873 shares of the Company’s common stock, at a conversion ratio of $3.60 per share, which was equal to the closing market price of the Company’s common stock on March 24, 2025.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit Number		Description
10.1		Partial Settlement of Debt Agreement, dated March 24, 2025
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: March 28, 2025	By:	/s/ Frank D. Heuszel
	Name:	Frank D. Heuszel
	Title:	Chief Executive Officer