UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
Exchange Agreement
Effective October 31, 2023, Impact BioMedical, Inc. (the “Company”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with DSS BioHealth Security, Inc. (“DBH”), pursuant to which, DBH agreed to exchange 60,496,091 shares of the Company’s common stock for 60,496,091 shares of Series A Convertible Preferred Stock (the “Series A Stock”, and such transaction, the “Exchange”). The Exchange was consummated on October 31, 2023. At the time of the Exchange, DBH was the Company’s majority shareholder.
The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Series A Convertible Preferred Stock
The Series A Convertible Preferred Stock consists of 60,496,091 shares. The Series A Stock votes alongside the Company’s common stock on a one for one basis as converted, subject to any NYSE American rules or regulations. The Series A Stock is not entitled to any dividend rights. The holders of Series A Stock are entitled to convert their shares to common stock at their option at any time 75 days after issuance. Each share of Series A Stock is convertible for 1 share of common stock. In the event of the Company’s liquidation, dissolution or winding up, holders of the Series A Stock are entitled to be paid out of the Net Assets Available for Distribution.
The foregoing description of the Series A Stock does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designation, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by this Item 3.03, the information contained in Item 1.01 and 8.01 is incorporated by reference.
Item 5.03 Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
To the extent required by this Item 5.03, the information contained in Item 1.01 and 8.01 is incorporated by reference.
Item 8.01 Other Events
On October 31, 2023, the Company effected a reverse stock split of its issued and outstanding common stock by a ratio of 1-for-55 (the “Reverse Split”). The Company did not effectuate a reverse split of its authorized capital stock and no amendment to the articles of incorporation or bylaws was made. The Company received approval from its majority stockholder and the Company’s Board of Directors to effectuate the Reverse Split.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of Series A Preferred Stock, dated October 31, 2023 | |
| 10.1 | Share Exchange Agreement between Impact BioMedical Inc. and DSS BioHealth Security, Inc., dated October 31, 2023 | |
| 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: November 6, 2023 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |