Impact BioMedical Files Merger Proxy for Zoar Reverse Takeover

What happened

Impact BioMedical Inc. (NYSE American: IBO), a Nevada-incorporated pharmaceutical preparations company, filed a definitive proxy statement (Form DEFM14A) on Oct. 27, 2026, ahead of a special stockholders meeting on Nov. 13, 2026. The filing schedules a vote on adopting a merger and share exchange agreement dated June 21, 2025, as amended multiple times, most recently on Aug. 13, 2026.

Under the proposed structure, a wholly owned subsidiary of Zoar Limited (f.k.a. Dr Ashleys Limited), a Cayman Islands company, will merge into Impact, with Impact surviving. Separately, Zoar Limited will acquire all outstanding ordinary shares of Zoar Labs Limited (f.k.a. Dr Ashleys Bio Labs Limited) from its sole shareholder, Kannan Vishwanatth.

Impact shares will convert into ordinary shares of Zoar Limited, the publicly listed parent, representing 4.80% of the post-closing total. The Zoar shareholder will receive approximately 93.32%, Impact's CEO will receive 22,000 shares, DSS Inc. 228,000 shares, and BMI Capital International LLC 1.00%.

Impact shares closed at $3.55 on the event date, down 4.83% from the prior close of $3.73, according to the price data provided.

The voting and support agreement

Stockholders holding 86.81% of Impact on an as-converted basis signed a voting and support agreement at the time of the original June 2025 deal, agreeing to vote in favor of the merger and against competing transactions. An amended version dated June 30, 2026 puts that group's stake at 88.87%, reflecting shares issued to DSS Inc. when it converted a revolving promissory note and series A preferred stock.

That amendment also allows DSS Inc. and its subsidiaries to transfer Impact shares, subject to conditions: their ownership cannot fall below 51% before closing, transfers on any trading day cannot exceed 20% of that day's trading volume, and no sale may be made below $0.50 per share.

The merger agreement's outside date has been extended repeatedly, most recently to Nov. 20, 2026. The filing says Impact agreed to issue an additional 100,000 Zoar Limited shares to DSS Inc. in exchange for its cooperation with that extension.

Closing conditions

The filing lists conditions that must be met before the deal closes, including stockholder approval from both companies, NYSE American approval to list the new parent's shares and its initial listing application, no court or regulatory order blocking the deal, and no material adverse effect at either company.

Two conditions concern Impact's balance sheet specifically: it must have net cash of at least $10,000 at closing and net debt of zero.

If completed, the Zoar shareholder would hold a majority of the voting power of the combined company, making it a 'controlled company' under NYSE American rules. That status lets it opt out of requirements that a majority of the board be independent and that the compensation and nominating committees consist entirely of independent directors.

What this means

A DEFM14A is the final version of a proxy statement, the document a public company must send shareholders before a vote. It is filed under Schedule 14A of the Securities Exchange Act of 1934 and satisfies the company's obligation to give investors full disclosure of what they are voting on. Companies file a preliminary version first (PRE 14A), which regulators can comment on, then this definitive version once it is settled.

This one doubles as a prospectus. The shares to be issued in the merger are being registered with the SEC, and the filing carries a Rule 424(b)(3) legend and a registration number, which is how a proxy statement also serves as the offering document for new securities.

The 4.80%/93.32% split is the central fact for Impact shareholders. Their shares convert into stock of a new Cayman Islands parent, and they end up with a small minority of that company. The filing does not say why the parties agreed to this ratio, and this article does not infer one.

The 'controlled company' designation matters because it describes governance before any vote takes place: the acquirer's shareholder will control the board, and minority holders will not have the independent-director protections that NYSE American rules normally require.

The next scheduled step is the Nov. 13 virtual meeting, where the merger proposal and five related proposals—new charter documents, eight director nominees, auditor ratification, an advisory vote on executive pay, and possible adjournment—go to a vote. The merger still requires NYSE American listing approval and the satisfaction of the other closing conditions, so the vote alone does not complete the transaction.