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. |
Debt Conversion Agreement
On July 21, 2025, Impact BioMedical Inc. (the “Company” or “Borrower”) entered into a Debt Conversion Agreement with DSS, Inc. (“DSS” or “Lender”), pursuant to that certain loan made on March 31, 2023, by the Lender in the form of a revolving promissory note in the original amount of $12,000,000 (the “Original Note”), which was amended on January 18, 2024 to (i) extend the maturity date of the Loan to September 30, 2023, (ii) eliminate any advance feature under the terms of the Original Note, (iii) establish specific repayment terms of the Loan balance, and (v) to amend the interest rate to a market rate of interest (WSJ Prime + 0.5%).
In connection with the above, the Company and DSS have agreed to settle the outstanding Debt owed to DSS, in which the Borrower shall issue to the Lender 31,939,778 shares of freely tradeable common stock of the Company, par value $0.001 per share (the “Shares”) in full and final satisfaction of the Original Note and any amendments thereto and all amounts owed thereunder as of the closing of the transaction, and any and all additional financial or operations support, credit, or services extended by the Lender of its affiliates to Borrower between June 21, 2025 and the transaction closing date.
The foregoing summary of the terms of the Debt Conversion Agreement is qualified in its entirety by reference to the text of the Debt Conversion Agreement, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number |
Description | |
| 10.1 | Agreement to Convert Debt to Equity and other Considerations, dated July 21, 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: July 25, 2025 | By: | /s/ Frank D. Heuszel |
| Name: | Frank D. Heuszel | |
| Title: | Chief Executive Officer | |