Form 8-K - Current report

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.

(d)

Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement dated September 16, 2024 between the Company and Revere Securities LLC.
4.1		Form of Representative’s Warrant (included in Exhibit 1.1)
99.1		Pricing Press Release dated September 16, 2024
99.2		Closing Press Release dated September 17, 2024
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: 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.