Impact BioMedical Inc. filed a definitive proxy statement and prospectus on October 27, 2026, asking stockholders to vote on a proposed business combination with Zoar Limited at a Special Meeting scheduled for November 13, 2026.

Key Highlights

  • Special Meeting date: November 13, 2026, at 10:00 a.m. Eastern Standard Time, held via virtual webcast only.
  • Record date: October 13, 2026, determines which Impact stockholders are entitled to vote.
  • Impact stockholder consideration: All Impact Shares will convert into PubCo Shares representing 4.80% of total issued and outstanding PubCo shares at closing.
  • Zoar Shareholder consideration: The Zoar Shareholder will receive PubCo Shares representing approximately 93.32% of total issued and outstanding PubCo shares.
  • Additional share issuances: The filing states PubCo will issue 22,000 PubCo Shares to Impact's CEO, 228,000 PubCo Shares to DSS, and shares representing 1.00% of PubCo to BMI Capital International LLC.
  • Listing condition: Closing is conditioned on NYSE approval of the PubCo Shares being listed on NYSE Amex.
  • Auditor proposal: Stockholders will also vote to ratify Grassi and Co. Certified Public Accountants, P.C. as independent auditor for the fiscal year ending December 31, 2026.

Impact BioMedical's Proposed Combination with Zoar Limited

According to the filing, Impact BioMedical Inc. (NYSE American:IBO), a Nevada corporation, has entered into a Merger and Share Exchange Agreement, originally dated June 21, 2025, with Zoar Limited (formerly known as Dr Ashleys Limited), a Cayman Islands exempted company, along with Merger Sub, Zoar Labs Limited, and Kanans Visvanats (also known as Kannan Vishwanatth), a Latvian national acting as the sole stockholder of Zoar. The agreement was subsequently amended on February 27, 2026, rescinded and superseded by an amendment on June 30, 2026, and further amended on August 13, 2026, according to the filing.

The filing describes the transaction structure as a two-part combination. First, Merger Sub will merge with and into Impact, with Impact surviving the merger. Simultaneously with or immediately following that merger, PubCo will acquire all issued and outstanding ordinary shares of Zoar Labs Limited from the Zoar Shareholder, making Zoar a wholly-owned subsidiary of PubCo. As a result, current Impact stockholders would collectively hold PubCo Shares representing 4.80% of the combined company at closing, while the Zoar Shareholder would receive shares representing approximately 93.32% of PubCo, according to the filing.

The filing identifies several conditions to closing the transaction, including stockholder approval of the Business Combination Proposal, the absence of any governmental order prohibiting the combination, NYSE approval for listing PubCo Shares on NYSE Amex, the accuracy of each party's representations and warranties, and the absence of a material adverse effect with respect to either Impact or Zoar. Stockholders at the Special Meeting will also vote on electing eight director nominees, approving an amended and restated memorandum and articles of association for PubCo, an advisory vote on executive compensation, and a possible adjournment to gather additional proxies if needed.

What Was Disclosed

Impact BioMedical Inc. filed a definitive proxy statement and prospectus disclosing a proposed business combination with Zoar Limited, the terms of share conversion, additional share issuances to named parties, listing conditions, and six proposals for stockholder vote at a November 13, 2026 Special Meeting.