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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): September 16, 2024
IMPACT
BIOMEDICAL INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-253037 |
|
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.
On
September 16, 2024, Impact Biomedical Inc., (the “Company”), entered into an underwriting agreement (the “Underwriting
Agreement”) with Revere Securities, LLC., as representative (the “Representative”) of the underwriters named therein
(the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters in a firm commitment initial public
offering (the “Offering”) an aggregate of 1,500,000 of the Company’s shares of common stock, par value $0.001 per share
(the “Common Stock”), at a public offering price of $3.00 per share. The Ordinary Shares were offered pursuant to a registration
statement (the “Registration Statement”) on
Form S-1, as amended (File No. 333-275062), originally filed with the U.S. Securities and Exchange Commission (the “Commission”)
on October 17, 2023, which
was declared effective by the SEC on September 13, 2024.
The
Underwriting Agreement contains customary representations and warranties that the parties thereto made, and solely for the benefit
of, the other party in the context of all of the terms and conditions of that Underwriting Agreement and in the context of the specific
relationship between the parties. The provisions of the Underwriting Agreement and schedules and exhibits thereto, including the representations
and warranties contained therein respectively, are not for the benefit of any party other than the parties to such documents and agreements
and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the
parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the Company’s
filings with the Commission.
On
September 17, 2024, the Company closed the Offering. The total net proceeds to the Company from the Offering, after deducting discounts,
expenses allowance and expenses, was approximately $3,764,500.00. A final prospectus relating to this Offering was filed with
the Commission on September 16, 2024. The shares of Common Stock were approved to list on the NYSE American under the symbol “IBO”
and began trading there on September 16, 2024.
The
Company also issued warrants to the Representative and its affiliates (the “Representative’s Warrants”) warrants to
purchase the number of shares of Common Stock in the aggregate equal to 5% of the Common Stock to be issued and sold in this offering
(including any Shares of Common Stock sold upon exercise of the over-allotment option, if applicable). The Representative’s Warrants
are exercisable for a price per share equal to 125% of the public offering price. The warrants are exercisable at any time, in whole
or in part, commencing nine (9) months from the date of commencement of sales of the offering and ending on the third anniversary thereof.
In
addition, pursuant to the terms of the Underwriting Agreement and related “lock-up” agreements, the Company, its Director’s
Officer’s and certain affiliates of the Company have agreed not to offer for sale, issue, sell, contract to sell, pledge or
otherwise dispose of any of our common stock or securities convertible or exercisable or exchangeable into common shares for a period
of six months after the effective date of the Registration Statement.
The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Item
8.01 Other Events
On
September 16, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
On
September 17, 2024, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached
as Exhibit 99.2 hereto and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
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:
September 17, 2024 |
By: |
/s/
Frank D. Heuszel |
|
Name: |
Frank
D. Heuszel |
|
Title: |
Chief
Executive Officer |
Exhibit 1.1
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Impact
BioMedical Inc. Announces Pricing of Initial Public Offering
NEW
YORK, September 16, 2024 — Impact BioMedical Inc. (NYSE American: IBO), a company discovering and developing new offerings
in human healthcare and wellness today announced the pricing of its initial public offering of 1,500,000 shares of its common stock at
a public offering price of $3.00 per share. The shares are expected to begin trading on the NYSE American Market on September 16,
2024, under the ticker symbol “IBO.”
The
offering is expected to close on September 17, 2024, subject to the satisfaction of customary closing conditions. In addition,
Impact has granted the underwriters a 45-day option to purchase an additional 225,000 shares of its common stock at the public offering
price, less underwriting discounts, and commissions. All of the shares of common stock are being offered by Impact Biomedical. Revere
Securities, LLC is the book-running manager for the offering.
We
have agreed to issue to the underwriter warrants to purchase up to 75,000 shares of our common stock (or 86,250 shares assuming the over-allotment
option is exercised in full), representing five percent (5%) of the number of shares of our common stock sold in each offering. The warrants
will be exercisable at a price per share equal to 125% of the initial public offering price per share at any time and from time to time,
in whole or in part, from (9) months after the commencement of sales in this offering to the third anniversary thereof.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About
Impact BioMedical Inc.:
Impact
BioMedical Inc. (“IBO”) discovers, confirms, and patents unique science and technologies resulting in new offerings in human
healthcare and wellness. Once available, IBO works closely with licensing, co-development, joint ventures, and other relationships to
bring these offerings to market. For more information, visit Impact Biomedical, Inc. | Reverse Engineering Nature (impactbiomedinc.com).
Safe
Harbor Disclosure:
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties that may cause actual results or events
to differ materially from those projected. Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date.
Media
Contact:
Emily Martin
Email:
emartin@impactbiomedinc.com
Investor
Relations:
info@impactbiomedinc.com
Exhibit
99.2
FOR
IMMEDIATE RELEASE
Impact
BioMedical Inc. Announces the Closing of its Initial Public Offering
NEW
YORK, September 17, 2024 — Impact BioMedical Inc. (NYSE American: IBO), a company discovering and developing new offerings
in human healthcare and wellness, today announced the closing of its previously announced initial public offering of 1,500,000 shares
of its common stock at a public offering price of $3.00 per share. The shares began trading on the NYSE American Market on September
16, 2024, under the ticker symbol “IBO”.
In
addition, Impact has granted the underwriters a 45-day option to purchase up to an additional 225,000 shares of its common stock at the
public offering price, less underwriting discounts and commissions. All of the shares of common stock are being offered by Impact BioMedical
Revere Securities, LLC is the sole book-running manager for the offering.
We
have issued to Revere Securities warrants to purchase up to 75,000 shares of our common stock (or 86,250 shares assuming the over-allotment
option is exercised in full), representing five percent (5%) of the number of shares of our common stock sold in each offering. The warrants
are exercisable at $3.75 per share, equal to 125% of the initial public offering price per share at any time and from time to time, in
whole or in part, commencing nine months after the commencement of sales in the offering to the third anniversary thereof.
A
registration statement on Form S-1 relating to the offering was filed with the Securities and Exchange Commission (the “SEC”)
(File Number: 333-275062) and was declared effective by the SEC on September 13, 2024. The offering was made only by means of a prospectus,
forming a part of the registration statement. Copies of the final prospectus relating to the Offering may be obtained via the SEC’s website at www.sec.gov.
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About
Impact BioMedical Inc.:
Impact
BioMedical Inc. (“IBO”) discovers, confirms, and patents unique science and technologies resulting in new offerings in human
healthcare and wellness. Once available, IBO works closely with licensing, co-development, joint ventures, and other relationships to
bring these offerings to market. For more information, visit Impact Biomedical, Inc. | Reverse Engineering Nature (impactbiomedinc.com).
Safe
Harbor Disclosure:
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. These statements are subject to risks and uncertainties that may cause actual results or events
to differ materially from those projected. Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date.
Media
Contact:
Emily
Martin
Email:
emartin@impactbiomedinc.com
Investor
Relations:
info@impactbiomedinc.com
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Impact Biomedical (AMEX:IBO)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Impact Biomedical (AMEX:IBO)
Graphique Historique de l'Action
De Déc 2023 à Déc 2024