IMPACT BIOMEDICAL INC. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 333-275062 Commission file number Impact BioMedical, INC. (Exact name of registrant as specified in its charter) Nevada 85-3926944 (State or other Jurisdiction of (IRS Employer incorporation- or Organization) Identification No.) 275 Wiregrass Pkwy , West Henrietta , NY 14586 (Address of principal executive offices) (585) 325-3610 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ 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 As of August 1, 2024 there were 9,997,703 shares of the registrant’s common stock, $ 0.001 par value, outstanding. Table of Contents IMPACT BIOMEDICAL, INC. FORM 10-Q TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1 Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 2 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2024 and 2023 (Unaudited) 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited) 5 Notes to Interim Condensed Consolidated Financial Statements 6 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 13 Item 4 Controls and Procedures 17 PART II OTHER INFORMATION 18 Item 1 Legal Proceedings 18 Item 1A Risk Factors 18 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 18 Item 3 Defaults upon Senior Securities 18 Item 4 Mine Safety Disclosures 18 Item 5 Other Information 18 Item 6 Exhibits 19 1 Impact BioMedical Inc and Subsidiaries Condensed Consolidated Balance Sheets June 30, 2024 (unaudited) December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 2,000 $ 1,000 Accounts receivable, net 128,000 128,000 Current portion of notes receivable 135,000 203,000 Prepaid expenses and other current assets 42,000 - Total current assets 307,000 332,000 Property, plant and equipment, net 284,000 287,000 Note receivable 67,000 - Goodwill 25,093,000 25,093,000 Other intangible assets, net 18,365,000 18,921,000 Total assets $ 44,116,000 $ 44,633,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 986,000 $ 832,000 Accrued expenses 61,000 230,000 Note payable, related party 13,452,000 12,074,000 Total current liabilities 14,499,000 13,136,000 Deferred tax liability, net 3,235,000 3,235,000 Commitments and contingencies (Note 10) - - Stockholders’ equity Preferred stock, $ 0.001 par value; 100,000,000 shares authorized, 60,496,041 shares issued and outstanding ( 60,496,041 on December 31, 2023); Liquidation value $ 0.001 per share, $ 60,000 aggregate. $ 60,000 on December 31, 2023). 60,000 60,000 Common stock, $ 0.001 par value; 4,000,000,000 shares authorized, 9,997,703 shares issued and outstanding ( 10,000,000 on December 31, 2023) 10,000 10,000 Additional paid-in capital 38,113,000 38,113,000 Accumulated deficit ( 14,810,000 ) ( 12,961,000 ) Total stockholders’ equity of the Company 23,373,000 25,222,000 Non-controlling interest in subsidiaries 3,009,000 3,040,000 Total stockholders’ equity 26,382,000 28,262,000 Total liabilities and stockholders’ equity $ 44,116,000 $ 44,633,000 See accompanying notes to the consolidated financial statements. 2 Impact BioMedical Inc and Subsidiaries Condensed Consolidated Statements of Operations (unaudited) 2024 2023 2024 2023 For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Costs and expenses: Sales, general and administrative compensation $ 145,000 $ 41,000 $ 292,000 $ 81,000 Sales and marketing 18,000 10,000 26,000 27,000 Professional Fees 167,000 407,000 445,000 686,000 Research and development - 266,000 50,000 445,000 Depreciation and Amortization 279,000 280,000 559,000 560,000 Rent and utilities 5,000 - 9,000 - Other operating expenses 12,000 4,000 15,000 12,000 Total costs and expenses 626,000 1,008,000 1,396,000 1,811,000 Operating loss ( 626,000 ) ( 1,008,000 ) ( 1,396,000 ) ( 1,811,000 ) Other income (expense): Interest income 3,000 3,000 7,000 7,000 Other income - - - 52,000 Interest expense ( 261,000 ) ( 116,000 ) ( 491,000 ) ( 217,000 ) Loss from operations before income taxes ( 884,000 ) ( 1,121,000 ) ( 1,880,000 ) ( 1,969,000 ) Income tax benefit - - - - Loss from operations ( 884,000 ) ( 1,121,000 ) ( 1,880,000 ) ( 1,969,000 ) Net loss $ ( 884,000 ) $ ( 1,121,000 ) $ ( 1,880,000 ) $ ( 1,969,000 ) Income (loss) from operations attributed to noncontrolling interest ( 5,000 ) 19,000 31,000 30,000 Net loss attributable to common stockholders $ ( 889,000 ) $ ( 1,102,000 ) $ ( 1,849,000 ) $ ( 1,939,000 ) Loss per common share: Basic $ ( 0.09 ) $ ( 0.02 ) $ ( 0.18 ) $ ( 0.03 ) Diluted $ ( 0.09 ) $ ( 0.02 ) $ ( 0.18 ) $ ( 0.03 ) Shares used loss per common share: Basic 9,997,703 70,496,041 9,996,705 70,496,041 Diluted 9,997,703 70,496,041 9,996,705 70,496,041 See accompanying notes to the consolidated financial statements. 3 Impact BioMedical Inc and Subsidiaries Condensed Consolidated Statements of Stockholder’s Equity (unaudited) Shares Amount Shares Amount Capital Deficit Equity Subsidiary Total Common Stock Preferred Stock Additional Paid-in Accumulated Total Impact BioMedical Non-controlling Interest in Shares Amount Shares Amount Capital Deficit Equity Subsidiary Total Balance, December 31, 2022 70,496,041 $ 70,000 - $ - $ 38,113,000 $ ( 8,625,000 ) $ 29,558,000 3,111,000 $ 32,669,000 - Net loss - - - - - ( 1,939,000 ) ( 1,939,000 ) ( 30,000 ) ( 1,969,000 ) Balance, June 30, 2023 70,496,041 $ 70,000 - $ - $ 38,113,000 $ ( 10,564,000 ) $ 27,619,000 $ 3,081,000 $ 30,700,000 Balance, December 31, 2023 10,000,000 $ 10,000 60,496,041 $ 60,000 $ 38,113,000 $ ( 12,961,000 ) $ 25,222,000 $ 3,040,000 $ 28,262,000 Balance 10,000,000 $ 10,000 60,496,041 $ 60,000 $ 38,113,000 $ ( 12,961,000 ) $ 25,222,000 $ 3,040,000 $ 28,262,000 Fractional shares as a result of reverse stock split ( 2,297 ) Net loss - - - - - ( 1,849,000 ) ( 1,849,000 ) ( 31,000 ) ( 1,880,000 ) Balance, June 30, 2024 9,997,703 $ 10,000 60,496,041 $ 60,000 $ 38,113,000 $ ( 14,810,000 ) $ 23,373,000 $ 3,009,000 $ 26,382,000 Balance, 9,997,703 $ 10,000 60,496,041 $ 60,000 $ 38,113,000 $ ( 14,810,000 ) $ 23,373,000 $ 3,009,000 $ 26,382,000 See accompanying notes to the consolidated financial statements. 4 Impact BioMedical Inc and Subsidiaries Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, (unaudited) 2024 2023 Cash flows from operating activities: Loss from continuing operations $ ( 1,880,000 ) $ ( 1,969,000 ) Adjustments to reconcile loss from continuing operations to net cash used by operating activities: Depreciation and amortization 559,000 560,000 Decrease (increase) in assets: Accounts receivable - ( 94,000 ) Prepaid expenses and other current assets ( 42,000 ) 57,000 Increase (decrease) in liabilities: Accounts payable 154,000 ( 238,000 ) Accrued expenses ( 169,000 ) ( 63,000 ) Net cash used by operating activities ( 1,378,000 ) ( 1,747,000 ) Cash flows from investing activities: Purchase of property, plant and equipment - ( 17,000 ) Payments received on notes receivable 1,000 2,000 Net cash provided by (used by) investing activities 1,000 ( 15,000 ) Cash flows from financing activities: Borrowings from Note payable, related party 1,378,000 1,763,000 Net cash provided by financing activities 1,378,000 1,763,000 Net increase in cash 1,000 1,000 Cash and cash equivalents at beginning of period 1,000 2,000 Cash and cash equivalents at end of period $ 2,000 $ 3,000 See accompanying notes to the consolidated financial statements. 5 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 1. Nature of Operations and Basis of Presentation Nature of Operations Impact BioMedical, Inc., incorporated in the State of Nevada on October 16, 2018 (the “Company”, “Impact BioMedical”, “We”), through the utilization of its intellectual property rights, or through investment in, or through acquisition of companies in the biohealth and biomedical fields, focuses on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. The Company is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. Global BioLife, Inc. (“Global BioLife”), one of the Company’s subsidiaries and the main operating company of the group, focuses on research in four main areas: (i) the “Linebacker” project, which aims to develop a universal therapeutic drug platform; (ii) a new sugar substitute called “Laetose,”; (iii) a multi-use fragrance called “3F” (Functional Fragrance Formulation); and (iv) Equivir/Nemovir, a blend of natural polyphenols designed as an antimicrobial medication. Linebacker Unlike the traditional approach to treat individual diseases with specific drugs, the Linebacker platform seeks to offer a breakthrough therapeutic option for multiple diseases. Linebacker is designed to work by inhibiting a cascade of inflammatory responses responsible for many diseases. Its design is in direct contrast to the traditional approach of targeting individual diseases with specific drugs. Laetose We have also developed a low-calorie, low glycemic level, natural modified sugar through Global BioLife. The product, “Laetose,” is designed to possess low glycemic properties and mitigate inflammation. The Company is presently seeking to license Laetose. Global BioLife established a joint venture, Sweet Sense, Inc. (“Sweet Sense”), with Quality Ingredients, LLC for the development, manufacture, and global distribution of the new sugar substitute. Functional Fragrance Formulation (“3F”) Global BioLife has entered into a royalty agreement with U.S.-based Chemia Corporation (“Chemia”), a leading developer and manufacturer of fragrances, to manufacture the 3F technology. This arrangement, under the terms of the agreement, allows Chemia to create fragrances based on Global BioLife’s patents. The 3F product is made from specialized oils sourced from botanicals that insects avoid. Global BioLife aims to commercialize this product, with any potential profits from the 3F project being split between Global BioLife and Chemia pursuant to the terms of the 20-year Royalty Agreement. Equivir Equivir, is a polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir is a patented medication, that has broad antiviral efficacy against multiple types of infectious diseases. As of the date of this report, we have not generated significant revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including possible delays in our research, testing and marketing efforts or wider economic downturns. Note 2. Summary of Significant Accounting and Reporting Policies Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include all accounts of the Company and its majority owned and controlled subsidiaries. The Company consolidates entities in which it owns more than 50 % of the voting common stock and controls operations. All intercompany transactions and balances among consolidated subsidiaries have been eliminated. Non–controlling interest represents the minority equity investment in the Company’s subsidiaries, plus the minority investors’ share of the net operating results and other components of equity relating to the non–controlling interest. 6 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements The consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the reporting periods as follows: Schedule of Condensed Financial Statements Name of consolidated subsidiary State or other jurisdiction of incorporation or organization Date of incorporation or formation Attributable interest as of June 30, 2024 Attributable interest as of December 31, 2023 Global BioMedical, Inc. Nevada April 18, 2017 90.9 % 90.9 % Global BioLife, Inc. Nevada April 14, 2017 81.8 % 81.8 % BioLife Sugar, Inc Nevada April 23, 2018 90.9 % 90.9 % Happy Sugar Inc Nevada August 17, 2018 81.8 % 81.8 % Sweet Sense Inc. Nevada April 30, 2018 95.5 % 95.5 % Global Sugar Solutions Inc. Nevada November 7, 2019 100 % 100 % As of June 30, 2024, and December 31, 2023, the aggregate noncontrolling interest was equity of $ 3,009,000 and $ 3,040,000 , respectively, which are separately disclosed on the Consolidated Balance Sheets. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the balance sheets and reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Reclassifications Costs associate with Sales and marketing have been reclassed from Other operating expenses for the three and six months ended June 30, 2023 to conform with current period presentation. Also, Other operating expenses have been reclassed to Other income for the six months ended June 30, 2023 to conform with current period presentation. Loss per Share Basic loss per share is computed by dividing the net loss attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed like basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the three and six months ended June 30, 2024 or 2023. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurement Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets, ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amounts reported in the balance sheet of cash and cash equivalents, prepaids, accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The fair value of notes receivable approximates their carrying value as the stated or discounted rates of the notes do reflect recent market conditions. The Company’s investments are recorded at cost as the fair value of these investment in is not readily available. The fair value of notes payable approximates its carrying value as the stated interest rate reflects recent market conditions. 7 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less at the date of acquisition to be cash equivalents. There were no cash equivalents as of June 30, 2024 and December 31, 2023. Notes receivable, unearned interest, and related recognition The Company records all future payments of principal and interest on notes as notes receivable, which are then offset by the amount of any related unearned interest income. For financial statement purposes, the Company reports the net investment in the notes receivable on the consolidated balance sheet as current or long-term based on the maturity date of the underlying notes. Such net investment is comprised of the amount advanced on the loans, adjusting for net deferred loan fees or costs incurred at origination, amounts allocated to warrants received upon origination, and any payments received in advance, if applicable. The unearned interest is recognized over the term of the notes and the income portion of each note payment is calculated so as to generate a constant rate of return on the net balance outstanding. If applicable, any net deferred loan fees or costs, together with discounts recognized in connection with warrants acquired at origination, are accreted as an adjustment to yield over the term of the loan. (Note 3) Goodwill Goodwill is the excess of cost of an acquired entity over the fair value of amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is subject to impairment testing at least annually and will be tested for impairment between annual tests, which will take place during the fourth quarter in 2024, if an event occurs or circumstances change that would indicate the carrying amount may be impaired. FASB ASC Topic 350 provides an entity with the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Some of the qualitative factors considered in applying this test include consideration of macroeconomic conditions, industry and market conditions, cost factors affecting the business, and overall financial performance of the business. If, after completing the assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company will proceed to a quantitative test. If qualitative factors are not deemed sufficient to conclude that the fair value of the reporting unit more likely than not exceeds its carrying value, then a one-step approach is applied in making an evaluation. The evaluation utilizes an income approach (discounted cash flow analysis). The computations require management to make significant estimates and assumptions, including, among other things, selection of comparable publicly traded companies, the discount rate applied to future earnings reflecting a weighted average cost of capital, and earnings growth assumptions. The Company believes the estimates and assumptions used in our impairment assessments are reasonable and based on available market information, but variations in any of the assumptions could result in materially different calculations of fair value and determinations of whether or not an impairment is indicated. A discounted cash flow analysis requires management to make various assumptions about future sales, operating margins, capital expenditures, working capital, and growth rates. Cash flow projections are derived from one-year budgeted amounts plus an estimate of later period cash flows, all of which are determined by management. Subsequent period cash flows are developed for each reporting unit using growth rates that management believes are reasonably likely to occur. Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair values of recognized and unrecognized assets and liabilities of the reporting unit. No impairment was recognized during the three or six months ended June 30, 2024 or year ended December 31, 2023. (Note 5) Intangible Assets The estimated fair values of acquired intangibles are generally determined based upon future economic benefits such as earnings and cash flows. Acquired identifiable intangible assets are recorded at fair value and are amortized over their estimated useful lives. Acquired intangible assets with an indefinite life are not amortized but are reviewed for impairment at least annually as of December 31 st , or more frequently whenever events or changes in circumstances indicate that the carrying amounts of those assets are below their estimated fair values. Impairment is tested under ASC 350. No impairment was recognized for the three or six months ended June 30, 2024, and 2023. (Note 6) Recoverability of Long-Lived Assets We evaluate long-lived assets such as property, equipment and definite lived intangible assets, such as patents, for impairment whenever events or circumstances indicate that the carrying value of the assets recognized in our financial statements may not be recoverable. Factors that we consider include whether there has been a significant decrease in the market value of an asset, a significant change in the way an asset is being utilized, or a significant change, delay or departure in our strategy for that asset, or a significant change in the macroeconomic environment. Our assessment of the recoverability of long-lived assets involves significant judgment and estimation. These assessments reflect our assumptions, which, we believe, are consistent with the assumptions hypothetical marketplace participants use. Factors that we must estimate when performing recoverability and impairment tests include, among others, forecasted revenue, margin costs and the economic life of the asset. If impairment is indicated, we determine if the total estimated future cash flows on an undiscounted basis are less than the carrying amounts of the asset or assets. If so, an impairment loss is measured and recognized. Our impairment loss calculations require that we apply judgment in identifying asset groups, estimating future cash flows, determining asset fair values, and estimating asset’s useful lives. The Company reviews identifiable amortizable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. Based on the uncertainty of forecasts inherent with a new product, events such as the failure to generate forecasted revenue from new products could result in a non-cash impairment in future periods. Revenue Recognition The Company has adopted ASC Topic 606 , Revenue from Contracts with Customers (“Topic 606”). The Company enters into licensing and development agreements with collaborators for the development of its technologies. The terms of these agreements contain multiple performance obligations which may include (i) licenses, or options to obtain licenses, to the Company’s technology, (ii) rights to future technological improvements, and/or (iii) research activities to be performed on behalf of the collaborative partner. Payments to the Company under these agreements may include upfront fees, option fees, exercise fees, payments based upon the achievement of certain milestones, and royalties on product sales. Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under the agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when or as the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 50,000 for the six months ended June 30, 2024, and $ 445,000 for six months ended June 30, 2023. 8 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Provision for Credit Losses On January 1, 2022, the Company adopted amended accounting guidance “ ASU No.2016-13 – Credit Losses” which requires an allowance for credit losses to be deducted from the amortized cost basis of financial assets to present the net carrying value at the amount that is expected to be collected over the contractual term of the asset considering relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. In estimating expected losses in the loan and lease portfolio, borrower-specific financial data and macro-economic assumptions are utilized to project losses over a reasonable and supportable forecast period. Assumptions and judgment are applied to measure amounts and timing of expected future cash flows, collateral values and other factors used to determine the borrowers’ abilities to repay obligations. After the forecast period, the Company utilizes longer-term historical loss experience to estimate losses over the remaining contractual life of the loans. Prior to 2022, the allowance for credit losses represented the amount that in management’s judgment reflected incurred credit losses inherent in the loan and lease portfolio as of the balance sheet date. As of June 30, 2024 and December 31, 2023 the Company has deemed that no reserve on credit losses were necessary. Continuing Operations and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements the Company has incurred operating losses as well as negative cash flows from operating and investing activities over the past two years. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. These consolidated financial statements do not include any adjustments to the specific amounts and classifications of assets and liabilities, which might be necessary should we be unable to continue as a going concern. To continue as a going concern, the Company has entered into an updated revolving promissory note which extended the maturity through September 30, 2030, and DSS, Inc. (“DSS”), the majority shareholder of the Company, intends to continue to fund the operations of the Company through a year from the date these financial statements were available to be issued. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs. The Company has increased its efforts to raise additional capital through an initial public offering. The Company has engaged an underwriter and has been approved by the NYSE American for listing on its exchange. However, the Company cannot be certain that such capital (from its stockholders or third parties) will be available to the Company or whether such capital will be available on terms that are acceptable to the Company. Recent Accounting Standards The Financial Accounting Standards Board (FASB) issues various Accounting Standards Updates relating to the treatment and recording of certain accounting transactions. There are several new accounting pronouncements issued by FASB which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2024, none of these pronouncements are expected to have a material effect on the financial position, results of operations or cash flows of the Company. 9 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 3. Notes Receivable On February 19, 2021, Impact BioMedical, Inc, entered into a promissory note with an individual. The Company loaned the principal sum of $ 206,000 , with interest at a rate of 6.5 %, and maturity date of August 19, 2022 later amended to February 19, 2026 . Monthly payments are due on the twenty-first day of each month and continuing each month thereafter until February 19, 2026. This note is secured by certain real property situated in Collier County, Florida. The outstanding principal and interest as of June 30, 2024 and December 31, 2023, was approximately $ 202,000 and $ 203,000 , respectively, of which $ 135,000 is classified in Current notes receivable and the remaining $ 67,000 is classified as Notes receivable on the accompanying consolidated balance sheets. Note 4. Property, Plant and Equipment, Net Property, plant and equipment consisted of the following as of: Schedule of Property Plant and Equipment Estimated June 30, December 31, Useful Life 2024 2023 Machinery and equipment 5 - 10 years $ 30,000 $ 30,000 Construction in progress 263,000 263,000 Total Cost 293,000 293,000 Less accumulated depreciation 9,000 6,000 Property, plant and equipment, net $ 284,000 $ 287,000 Depreciation expense for the six months ended June 30, 2024 and 2023 was approximately $ 3,000 and $ 3,000 , respectively. Note 5. Goodwill Goodwill balances and activity for the six months ended June 30, 2024 and year ended December 31, 2023 consisted of the following: Schedule of Goodwill Balance at December 31, 2023 $ 25,093,000 Goodwill adjustment - Balance at June 30, 2024 $ 25,093,000 As of September 30, 2023, management performed annual goodwill impairment testing. No goodwill impairment was identified as a result of these tests. As of September 30, 2023, a quantitative analysis was prepared utilizing the Market Approach and Income Approach valuing the Company. The guideline public company Market Approach produced a mean business enterprise value indication using estimated 2026 results of $ 49.8 million. The Income Approach was based upon the use of a discounted pro forma cash flow model and produced a business enterprise value indication of $ 44.9 million. A weighting of 30 % to the weighted value indicated was applied under the Market Approach, and a weighting of 70 % to the value indicated under the Income Approach. A lower weighting was applied to the Market Approach due to the fact of using forecasted earnings of the Company. Based upon the above weightings, an initial value of $ 46.4 million for Impact was calculated. Adding cash of $ 201,000 to the initial business enterprise value produced a concluded business enterprise value of $ 46.6 million (rounded) for Impact. Subtracting interest-bearing debt of $ 11.9 million, results in a Fair Value for the common equity of Impact of $ 34.7 million. As of September 30, 2023, the indicated equity value exceeded the carrying amount by approximately $ 5.1 million or 14.7 %. No circumstances or events have occurred since the most recent analysis that would indicate the need for an impairment. Note 6. Intangible Assets The definite-lived intangible assets, to be amortized over 20 years, balances, and activity for the six months ended June 30, 2024 and year ended December 31, 2023 consisted of the following: Schedule of Intangible Assets June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Definitive-lived: Developed technology $ 22,260,000 $ ( 3,895,000 ) $ 18,365,000 $ 22,260,000 $ ( 3,339,000 ) $ 18,921,000 Total $ 22,260,000 $ ( 3,895,000 ) $ 18,365,000 $ 22,260,000 $ ( 3,339,000 ) $ 18,921,000 Amortization expense for the six months ended June 30, 2024 and 2023 was approximately $ 556,000 and $ 556,000 , respectively. The following table represents future amortization of developed technologies for the years ending December 31: Schedule of Future Amortization of Developed Technologies 2024 $ 557,000 2025 $ 1,113,000 2026 $ 1,113,000 2027 $ 1,113,000 2028 $ 1,113,000 Thereafter $ 13,356,000 10 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 7. Note payable, related party On December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party, which accrues interest at a rate of 4.25 % and is due in full at the maturity date of September 30, 2030 . The revolving nature of this Note permits principal amounts borrowed to be repaid and reborrowed. In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. This loan is collateralized by all assets of the Company. In January 2024, this Note was amended to extend the maturity date to September 30, 2030 with interest calculated at the Wall Street Journal prime rate plus 0.50 %. The payment of principal and interest is on demand. If no demand is made, interest is to be paid monthly beginning on February 29, 2024 through January 31, 2026. Principal and interest in an amount approximating $ 126,000 is to be paid monthly thereafter until the Note matures. As of June 30, 2024 and December 31, 2023 the outstanding balance, inclusive of interest was $ 13,452,000 and $ 12,074,000 , respectively. Note 8. Stockholders’ Equity On May 10, 2023, the Company’s Board of Directors approved an amendment to the Articles of Incorporation of the Company to increase the total number of shares of Common Stock to 4,000,000,000 shares with a par value of $ 0.001 . Each share of Common Stock when issued, shall have one (1) vote on all matters presented to the stockholders. Our Amended and Restated Articles of Incorporation also authorized 100,000,000 shares of preferred stock, par value $ 0.001 per share. On May 11, 2023, the Company effected a forward split. As a result, there were 3,877,282,251 shares of our Common Stock and no shares of preferred stock issued and outstanding. Prior to the split, there were 125,073,621 shares of our Common Stock and no shares of preferred stock issued and outstanding. On October 31, 2023, the Company effected a reverse stock split of 1 for 55 . Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12%. As of June 30, 2024 and December 31, 2023, there were 9,997,703 and 10,000,000 shares, respectively, of our Common Stock and 60,496,041 shares of preferred stock issued and outstanding. On August 8, 2023 DSS, the Company’s largest shareholder, distributed to its shareholders of record on July 10, 2023 4 shares of Impact Bio’s stock for 1 share they owned. Each share of Impact BioMedical distributed as part of the distribution will not be eligible for resale until 180 days from the date Impact BioMedical’s initial public offering becomes effective under the Securities Act, subject to the discretion of the Company to lift the restriction sooner. On October 31, 2023, the Company effected a reverse stock split of 1 for 55 . As of December 31, 2023, and December 31, 2022, there were 3,877,282,251 shares of our Common Stock issued and outstanding which was converted to 70,496,041 shares. Also on October 31, 2023, DSS BioHealth Securities, Inc., the Company’s largest shareholder converted 60,496,041 shares of Common Stock into 60,496,041 shares of Series A Convertible Preferred Shares, reducing its ownership of the Company’s Common Stock from approximately 88% to approximately 12%. Note 9. Related Party Transactions Research and Development Activities Based on a shareholders agreement entered into on April 26, 2017, the Company would fund the scientific operations of GRDG, a company involved in research and development of biomedical products which is a minority stockholder of two of the Company’s subsidiaries and is owned by Daryl Thompson, a former director of many subsidiaries of the Company, to do the development and research works on the biomedical products for the Company. On February 15, 2022, the Company and its subsidiaries, Global BioLife, Inc. (“Global”), and Impact BioLife Sciences, Inc. (“BioLife Sciences”), and GRDG entered into a Licensing Proceeds Distribution Agreement (“GRDG Agreement”), whereas GRDG would transfer its 20 % equity position in both Global and BioLife Sciences to the Company in exchange for 20 % interest in Global and/or BioLife Science revenue received from the exclusive or non-exclusive licensing of and/or the sale of Global Intellectual Property to a Third Party, net of specific costs. As of the date of this report, no contingent liability has been recognized under the GRDG Agreement. The research and development agreement as well as the licensing proceeds distribution agreement with GRDG were terminated in 2023. As of June 30, 2023, the Company incurred approximately $ 258,000 in expenses, and had approximately $ 43,000 in prepaid monthly fees. For the six months ended June 30, 2024, the Company had incurred $ 0 in fees. General and Administrative Costs There are certain general and administrative costs incurred by DSS, a related party, on behalf of the Company which are passed through to the Company on a monthly basis. These costs consist of primarily payroll costs for certain DSS employees and are allocated based on estimated time spent on behalf of the Company. Beginning in January 2024, these costs are approximately $ 31,000 per month. As of June 30, 2024, the Company incurred approximately $ 186,000 in related expenses. As of June 30, 2023, the Company incurred approximately $ 70,000 in related expenses. Note payable, related party On December 31, 2020, and later amended, the Company executed a Revolving Promissory Note (“Note”) with DSS, a related party, which accrues interest at a rate of 4.25 % and is due in full at the maturity date of September 30, 2030 . The revolving nature of this Note permits principal amounts borrowed to be repaid and reborrowed. In the case of default, at DSS’s option, (i) eighteen percent (18%) per annum, or (ii) such lesser rate of interest as Lender in its sole discretion may choose to charge; but never more than the Maximum Lawful Rate. This loan is collateralized by all assets of the Company. In January 2024, this Note was amended to extend the maturity date to September 30, 2030 with interest calculated at the Wall Street Journal prime rate plus 0.50 %. The payment of principal and interest is on demand. If no demand is made, interest is to be paid monthly beginning on February 29, 2024 through January 31, 2026. Principal and interest in an amount approximating $ 126,000 is to be paid monthly thereafter until the Note matures. As of June 30, 2024 and December 31, 2023 the outstanding balance, inclusive of interest was $ 13,452,000 and $ 12,074,000 , respectively. 11 IMPACT Biomedical, Inc. and Subsidiaries Notes to Consolidated Financial Statements Note 10. Commitments and Contingencies On August 15, 2018, the Company entered into Royalty Agreement with Chemia Corporation (“Chemia”) pursuant to which Chemia transferred to the Company all of its right to 3F (Functional Fragrance Formulation). This agreement has a 20-year term and auto renews for a period of 1 year unless mutually agreed upon by both parties. 3F consists of 3F Mosquito Repellant and 3F Anti-Viral formulations. Based on the Royalty Agreement, the Company should cover all the costs to prepare and finalize necessary patent application and other intellectual property related to 3F. Chemia agreed to support the Company in efforts leading to development of 3F intellectual property and it is licensing. Based on Royalty Agreement any payments received from development, sales, licensing or transfer of 3F technology will be paid 50 % to the Company and 50 % to Chemia. On November 27, 2018, Company and Chemia signed an Addendum to Royalty Agreement (“Addendum”), according to which the Company granted Chemia a royalty-based limited license for purposes of making and selling fragrances embodying the 3F technology. Based on the Addendum, Chemia should pay the Company 5 % of net sales in royalty. On November 8, 2019, both companies entered into Amendment no.1 to Royalty Agreement, based on which certain expenses borne by the Company towards patent application and licensing should be reimbursed to the Company before any royalty payments are made. For the three and six months ended June 30, 2024 and 2023, there were no reimbursements or royalties paid to the Company and the Company cannot be assured that Chemia’s efforts will end up in any future sales of the technology. On February 15, 2022, the Company and its subsidiaries, Global BioLife, Inc. (“Global”), and Impact BioLife Sciences, Inc. (“BioLife Sciences”), and GRDG entered into a Licensing Proceeds Distribution Agreement (“GRDG Agreement”), whereas GRDG would transfer its 20 % equity position in both Global and BioLife Sciences to the Company in exchange for 20 % interest in Global and/or BioLife Science revenue received from the exclusive or non-exclusive licensing of and/or the sale of Global Intellectual Property to a Third Party, net of specific costs. This Licensing Agreement ended in September 2023 as core technologies achieved significant development milestones. On March 19, 2022, Impact BioMedical entered into a License Agreement (“Equivir License”) with a third-party (“Licensee”) where the Licensor is granted the right, amongst other things, to develop, commercialize, and sell the Company’s Equivir technology. In exchange, the Licensee shall pay the Company a royalty of 5.5 % of net sales. Under the terms of the Equivir Agreement, the Company shall reimburse the Licensee for 50 % of the development costs provided that the development costs shall not exceed $ 1,250,000 . As of June 30, 2024 and December 31, 2023, a liability of $ 152,000 and $ 200,000 , respectively, has been recorded in relation to the Equivir License. Note 11. Subsequent Events On July 24, 2024, the Company executed an amendment to its promissory note with DSS whereas the Company has the option to make payments with Company stock at a price of $ 3 per share for the first twelve months and at a 10-day VWAP for months 13-36. Starting on month 37, principal and interest in an amount approximating $ 126,000 is to be paid monthly thereafter until the Note matures . This amendment becomes effective on the IPO date. The Company has evaluated all other subsequent events and transactions through August 13, 2024, the date that the consolidated financial statements were available to be issued and noted no other subsequent events requiring financial statement recognition or disclosure. 12 ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS Certain statements contained herein this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “1995 Reform Act”). Except for the historical information contained herein, this report contains forward-looking statements (identified by words such as “estimate,” “project”, “anticipate”, “plan”, “expect”, “intend”, “believe”, “hope”, “strategy” and similar expressions), which are based on our current expectations and speak only as of the date made. These forward-looking statements are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements. Overview Impact BioMedical, Inc. (the “Company”, “Impact BioMedical”, “We”) through the utilization of its intellectual property rights, or through investment in, or through acquisition of companies in the biohealth and biomedical fields, focuses on the advancement of drug discovery and prevention, inhibition, and treatment of neurological, oncological, and immune related diseases. The Company is also developing open-air defense initiatives, which curb transmission of air-borne infectious diseases, such as tuberculosis and influenza. Global BioLife, Inc. (“Global BioLife”), one of the Company’s subsidiaries and the main operating company of the group, focuses on research in four main areas: (i) the “Linebacker” project, which aims to develop a universal therapeutic drug platform; (ii) a new sugar substitute called “Laetose,”; (iii) a multi-use fragrance called “3F” (Functional Fragrance Formulation); and (iv) Equivir/Nemovir, a blend of natural polyphenols designed as an antimicrobial medication. Linebacker Unlike the traditional approach to treat individual diseases with specific drugs, the Linebacker platform seeks to offer a breakthrough therapeutic option for multiple diseases. Linebacker is designed to work by inhibiting a cascade of inflammatory responses responsible for many diseases. Its design is in direct contrast to the traditional approach of targeting individual diseases with specific drugs. Laetose We have also developed a low-calorie, low glycemic level, natural modified sugar through Global BioLife. The product, “Laetose,” is designed to possess low glycemic properties and mitigate inflammation. The Company is presently seeking to license Laetose. Global BioLife established a joint venture, Sweet Sense, Inc. (“Sweet Sense”), with Quality Ingredients, LLC for the development, manufacture, and global distribution of the new sugar substitute. On November 8, 2019, the Company purchased 50% of Sweet Sense Inc. from Quality Ingredients, LLC for $91,000. Sweet Sense is now an 81.8% owned subsidiary of Impact BioMedical. Functional Fragrance Formulation (“3F”) Global BioLife has entered into a royalty agreement with U.S.-based Chemia Corporation (“Chemia”), a leading developer and manufacturer of fragrances, to manufacture the 3F technology. This arrangement, under the terms of the agreement, allows Chemia to create fragrances based on Global BioLife’s patents. The 3F product is made from specialized oils sourced from botanicals that insects avoid. Global BioLife aims to commercialize this product, with any potential profits from the 3F project being split between Global BioLife and Chemia pursuant to the terms of the 20-year Royalty Agreement. (Note 10) 13 Equivir Equivir, is a polyphenol compound that is believed to be successful in antiviral infection treatments. Equivir is a patented medication, which has broad antiviral efficacy against multiple types of infectious disease. The Company was incorporated in the State of Nevada as a for-profit company on October 16, 2018 and established a fiscal year end of December 31st. The Company issued 9,000 shares to its sole shareholder Global BioMedical Pte. Ltd., which was wholly owned by Alset International Limited (formally Singapore eDevelopment Limited), a multinational public company, listed on the Singapore Exchange Securities Trading Limited (“SGXST”). On March 31, 2020, the Company issued 125,064,621 shares of common stock to its sole shareholder Global BioMedical Pte. Ltd. On July 24, 2020, the Board approved the Stock Split, pursuant to which each share of the Company’s common stock issued and outstanding was split into nine shares of the Company’s common stock. The numbers of authorized common stock and issued and outstanding common stock in the reporting periods were retrospectively adjusted for the stock split. Impact BioMedical, Inc. targets unmet, urgent medical needs and expands the borders of medical and pharmaceutical science. Impact drives mission-oriented research, development, and commercialization of solutions for medical advances in human wellness and healthcare. By leveraging technology and new science with strategic partnerships, Impact Bio provides advances in drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related diseases. Other exciting technologies include a breakthrough alternative sugar aimed to combat diabetes and functional fragrance formulations aimed at the industrial and medical industry. The business model of Impact BioMedical revolves around two methodologies – Licensing and Sales Distribution: 1) Impact develops valuable and unique patented technologies which will be licensed to pharmaceutical, large consumer package goods companies and venture capitalists in exchange for usage licensing and royalties. 2) Impact utilizes the DSS ecosystem to leverage its sister companies that have in place distribution networks on a global scale. Impact will engage in branded and private labelling of certain products for sales generation through these channels. This global distribution model will give direct access to end users of Impact’s nutraceutical and health related products. 14 Costs and expenses Three months ended June 30, 2024 Three months ended June 30, 2023 % Change Six months ended June 30, 2024 Six months ended June 30,2023 % Change Cost of revenue $ - $ - N/A $ - $ - N/A Sales, general and administrative compensation 145,000 41,000 254 % 292,000 81,000 260 % Sales and marketing 18,000 10,000 80 % 26,000 27,000 -4 % Professional Fees 167,000 407,000 -59 % 445,000 686,000 -35 % Research and development - 266,000 -100 % 50,000 445,000 -89 % Depreciation and Amortization 279,000 280,000 0 % 559,000 560,000 0 % Rent and utilities 5,000 - N/A 9,000 - N/A Other operating expenses 12,000 4,000 200 % 15,000 12,000 25 % Total costs and expenses $ 626,000 $ 1,008,000 -38 % $ 1,396,000 $ 1,811,000 -23 % Selling, general and administrative compensation costs increased 254% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 and increased 260% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023 due to increased cost incurred associated with the Company’s registration with the SEC and the NYSE American, and efforts toward the Company’s IPO. Sales and marketing costs, which includes internet and trade publication advertising, press releases, travel and entertainment costs. These increased 80% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 and decreased 4% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The increase in cost for the three months ended June 30, 2024 are associated with cost to attend trade shows while the decrease in cost for the six months ended June 30, 2024 is due primarily to costs incurred for advertising during the first quarter of 2023. Professional fees decreased 59% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 and decreased 35% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. These cost consist primarily of consulting and legal services associated with developing and implementing Impact BioMedical’s business plan, cost to patent newly developed technologies and other related fees for the development of new technologies. These costs decreased in 2024 in anticipation of the Company’s IPO. Research and development costs represent costs consisting primarily of independent, third-party testing of the various properties of each technology the Company owns possesses as well as research on new technologies. Research and development decreased 100% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 and decreased 89% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, due primarily to the cessation of the Company’s research and development contract with GRDG at the end of 2023. Depreciation and amortization expense is flat for the three and six months ended June 30, 2024 as compared to June 30, 2023 and represents the amortization of the associated with the developed technology and patents acquired as part of the acquisition of Impact BioMedical by DSS. Rent and utilities represents cost associated with office space located at 1400 Broadfield Blvd, Suite 100 Houston TX which the Company began subletting from DSS during the first quarter of 2024. Other operating expenses consist primarily of office supplies, IT support, sales and marketing costs, travel and insurance costs. These costs increased 200% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023 and increased 25% for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. Other Income (Expense) Three months ended June 30, 2024 Three months ended June 30, 2023 % Change Six months ended June 30, 2024 Six months ended June 30,2023 % Change Interest income $ 3,000 $ 3,000 0 % $ 7,000 $ 7,000 0 % Other income - - N/A - 52,000 -100 % Interest expense (261,000 ) (116,000 ) 125 % (491,000 ) (217,000 ) 126 % Total other expense $ (258,000 ) $ (113,000 ) -128 % $ (484,000 ) $ (158,000 ) -206 % Interest income is recognized on the Company’s notes receivable. Interest income was flat for three and six months ended June 30, 2024 as compared to June 30, 2023 as the outstanding principal balance remained flat. Other income represents income generated from the Company’s distribution agreement with BioMed Technologies (“BioMed”). during the first quarter of 2023. BioMed’s products focus on natural probiotics. Interest expense is recognized on the Company’s debt to DSS. Interest expense increased 125% and 126% for three and six months ended June 30, 2024 as compared to June 30, 2023, respectively, due to the increased outstanding balance of the debt due. 15 Net Loss Three months ended June 30, 2024 Three months ended June 30, 2023 % Change Six months ended June 30, 2024 Six months ended June 30, 2023 % Change Net loss $ (884,000 ) $ (1,121,000 ) 21 % $ (1,880,000 ) $ (1,969,000 ) 5 % For the three and six months ended June 30, 2024 and 2023, the Company recorded decreases in net losses of 21% and 5%, respectively. The decrease in net loss is attributable to the Company’s cost cutting measures in taken with both its professional and research and development costs as the Company shifts efforts to taking to market its existing technologies. LIQUIDITY AND CAPITAL RESOURCES The Company has historically met its liquidity and capital requirements primarily through debt financing. As of June 30, 2024, the Company had cash of approximately $2,000. To continue as a going concern, the Company has entered into an updated revolving promissory note which extended the maturity through September 30, 2030, and DSS, Inc. (“DSS”), the majority shareholder of the Company, intends to continue to fund the operations of the Company through a year from the date these financial statements were available to be issued. The Company’s management intends to take actions necessary to continue as a going concern. Management’s plans concerning these matters include, among other things, monetization of its intellectual properties, and tightly controlling operating costs. The Company has increased its efforts to raise additional capital through an initial public offering. The Company has engaged an underwriter and has been approved by the NYSE American for listing on its exchange. However, the Company cannot be certain that such capital (from its stockholders or third parties) will be available to the Company or whether such capital will be available on terms that are acceptable to the Company. Cash Flow from Continuing Operating Activities Net cash used by operating activities was $1,378,000 for the six months ended June 30, 2024 as compared to cash used by operating activities of $1,747,000 for the six months ended June 30, 2023. This fluctuation is driven by less payments of the Company’s accounts payable by approximately $392,000, as well as decrease in net loss after reconciling items of approximately $88,000 Cash Flow from Investing Activities Net cash provided by investing activities was $1,000 for the six months ended June 30, 2024 as compared to cash used by investing activities of $15,000 for the six months ended June 30, 2023. This fluctuation is driven by the purchase of capital assets approximating $17,000 during the six months ended June 30, 2023 without similar activities during 2024. Cash Flow from Financing Activities Net cash provided by financing activities was $1,378,000 for the six months ended June 30, 2024 and represents borrowings from DSS. During the six months ended June 30, 2023, net cash provided by financing activities was driven by borrowings from DSS of $1,763,000. Off-Balance Sheet Arrangements We do not have any material off-balance sheet arrangements that have, or are reasonably likely to have, an effect on our financial condition, financial statements, revenues, or expenses. 16 Critical Accounting Policies and Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported in our financial statements and accompanying notes. The financial statements as of December 31, 2023, describe the significant accounting policies and methods used in the preparation of the financial statements. There have been no material changes to such critical accounting policies as of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024. ITEM 4 - CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures for the quarter ended March 31, 2024, pursuant to Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation and on the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 which remained as of June 30, 2024, our principal executive officer and principal financial officer concluded that as of June 30, 2024, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is being recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is being accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Changes in Internal Control over Financial Reporting While changes in the Company’s internal control over financial reporting occurred during the quarter ended June 30, 2024, as the Company began implementation of the remediation steps described in our annual report dated December 31, 2023, we believe that there were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 17 PART II OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS We are not currently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. ITEM 1A - RISK FACTORS Smaller reporting companies are not required to provide the information required by this item. ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - MINE SAFETY DISCLOSURES Not applicable. ITEM 5 - OTHER INFORMATION None. 18 ITEM 6 - EXHIBITS Exhibit Number Exhibit Description 1.1 Form of Underwriting Agreement between the Company and Aegis Capital Corp. incorporated by reference to Exhibit 1.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.1 Amended and Restated Articles of Incorporation of Impact BioMedical Inc. dated July 29, 2020 incorporated by reference to Exhibit 3.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.2 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.3 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.4 Certificate of Amendment to the Amended and Restated Articles of Incorporation of Impact BioMedical Inc. incorporated by reference to Exhibit 3.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.5 Bylaws of the Company incorporated by reference to Exhibit 3.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 3.6 Certificate of Designation of Series A Convertible Preferred Stock incorporated by reference to Exhibit 3.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 4.1 Form of Underwriter Warrant incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.1 Share Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore Development Limited and Global BioMedical Pte Ltd. incorporated by reference to Exhibit 10.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.2 Subscription Agreement dated December 19, 2020, between the Company and BioMed Technologies Asia Pacific Holdings Limited incorporated by reference to Exhibit 10.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.3 Promissory Note with Dustin Michael Crum dated February 21, 2021 incorporated by reference to Exhibit 10.3 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.4 Stock Purchase Agreement dated March 15, 2021 between the Company and Vivacitas Oncology Inc. incorporated by reference to Exhibit 10.4 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.5 Convertible Promissory Note dated May 14, 2021 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 19 10.6 Revolving Promissory Note dated December 31, 2020 incorporated by reference to Exhibit 10.6 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.7 Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated August 15, 2018 incorporated by reference to Exhibit 10.7 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.8 Addendum to Royalty Agreement by and between Global BioLife Inc. and Chemia Corporation, dated November 27, 2018 incorporated by reference to Exhibit 10.8 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.9 Distribution Agreement by and between BioMed Technologies Asia Pacific Holdings Limited and Impact BioMedical Inc., dated December 9, 2020 incorporated by reference to Exhibit 10.9 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.10 Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated April 26, 2017 incorporated by reference to Exhibit 10.10 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.11 Amendment No. 1 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated May 22, 2018 incorporated by reference to Exhibit 10.11 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.12 Amendment No. 2 to Global BioLife, Inc. Stockholders’ Agreement among Global BioLife, Inc., Global BioMedical, Inc., Holista Colltech Limited, and GRDG Sciences, LLC, dated August 2020 incorporated by reference to Exhibit 10.12 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.13 Impact BioLife Science, Inc. Stockholders Agreement among Impact BioLife Science, Inc., Impact BioMedical Inc. and GRDG Sciences, LLC, dated December 11, 2020 incorporated by reference to Exhibit 10.13 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.14 Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated May 16, 2022 incorporated by reference to Exhibit 10.14 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.15 Amendment No. 1 to Revolving Promissory Note dated December 31, 2021 incorporated by reference to Exhibit 10.15 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.16 Amendment No. 2 to Revolving Promissory Note dated March 31, 2022 incorporated by reference to Exhibit 10.16 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.17 License Agreement with ProPhase Labs, Inc. dated March 17, 2022 incorporated by reference to Exhibit 10.17 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.18 License Agreement with ProPhase Labs, Inc. dated July 18, 2022 incorporated by reference to Exhibit 10.18 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.19 Licensing Proceeds Distribution Agreement with GRDG Sciences, LLC dated February 15, 2022 incorporated by reference to Exhibit 10.19 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.20 Share Exchange Agreement between Impact BioMedical Inc. and DSS BioHealth Security, Inc. incorporated by reference to Exhibit 10.20 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 10.21 Amendment to Promissory Note effective January 18, 2024 between Impact BioMedical Inc. and DSS, Inc. incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (Commission File No. 333-253037) filed with the SEC on January 22, 2024. 20 14.1 Impact BioMedical Employee Handbook incorporated by reference to Exhibit 14.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 16.1 Letter from Turner Stone & Company LLP incorporated by reference to Exhibit 16.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 21.1 List of subsidiaries of Impact BioMedical Inc. incorporated by reference to Exhibit 21.1 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333- 275062 ) filed with the SEC on November 21, 2023. 23.2 Consent of Grassi & Co., CPAs, P.C. incorporated by reference to Exhibit 23.2 to the Company’s Amendment to the Registration Statement on Form S-1 (No. 333-275062) filed with the SEC on November 21, 2023. 31.1 Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 31.2 Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended. 32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities and Exchange Act, as amended, and 18 U.S.C. Section 1350. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IMPACT BIOMEDICAL, INC. August 13, 2024 By: /s/ Frank D. Heuszel Frank D. Heuszel Chief Executive Officer (Principal Executive Officer) August 13, 2024 By: /s/ Todd D. Macko Todd D. Macko Chief Financial Officer 22