What changed in this filing

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Item 1. Business

2026-03-11 compared with 2025-03-28 · 72 added, 139 removed, 169 unchanged (56% of the section changed)

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business model includes partnering and potentially direct sales for commercialization and distribution.

Potential licensors and

development partners include pharmaceutical, consumer packaged goods companies and others, who would commercialize IBO technologies

in exchange for milestone, and royalty payments.

Currently, our operations are conducted, and our assets are owned through our

principal subsidiaries:

Potential licensors and development

partners include pharmaceutical, consumer packaged goods companies and others, who would commercialize IBO technologies in exchange for

milestone, and royalty payments.

Currently, our operations are conducted, and our assets are owned through our principal subsidiaries:

(i) Global BioLife, Inc.

(“Global BioLife”), which was incorporated on April 14, 2017, (ii)

Impact BioLife Science, Inc.

(“Impact BioLife”), which was incorporated on August 28, 2020, (iii) Global BioMedical,

(“Global BioMedical”), which was incorporated on April 18, 2017, and (iv) Sweet Sense, Inc.

Sense”), which was incorporated on April 30, 2018.

leveraging technology and new science with strategic partnerships, we provide advances in biopharmaceuticals and over the counter direct

to consumer wellness offerings, and drug discovery for the prevention, inhibition, and treatment of neurological, oncology and immuno-related

(“Global BioLife”), which was incorporated on April 14, 2017, (ii) Impact BioLife Science, Inc.

(“Impact BioLife”), which was incorporated on August 28, 2020, (iii) Global BioMedical, Inc.

(“Global BioMedical”),

which was incorporated on April 18, 2017, and (iv) Sweet Sense, Inc.

(“Sweet Sense”), which was incorporated on April 30,

addition to our existing efforts, we continually search and evaluate other potential new offerings to add to our portfolio.

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BioLife Science, Inc .

Biomedical, Inc.;

BioLife, Inc.;

BioLife Science, Inc .

We are the sole owner of the issued and outstanding common stock of Impact BioLife Science, Inc.

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stock of Global BioLife, Inc.

We are the owner of 95.5% of the issued and outstanding common stock of Sweet Sense.

We own approximately 95.5% of the issued and outstanding common stock of Sweet Sense.

BioMedical has several unique and proprietary technologies that are in continuing development.

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to sugar, could result in 30% lower sugar consumption and lower caloric and glycemic index/load.

has a unique composition patent allowed in the United States and patents are pending in other countries worldwide.

has a unique composition patent allowed in the United States and other countries

is actively seeking potential partners for further development and commercialization of Laetose as a consumer-packaged or biopharmaceutical

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manufacturer of fragrances and flavors.

addition to Chemia, IBO is actively seeking potential partners for further development and commercialization of 3F worldwide, given

the broad application of this technology.

addition to Chemia, IBO is actively seeking potential partners for further development and commercialization of 3F worldwide, given the

broad application of this technology.

patents have been issued in the U.S.

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will result in a material transaction and this is exemplary of consistent and ongoing search and discovery efforts within Impact Biomedical

a relatively new public entity, Impact BioMedical (IBO) has already demonstrated an ability to establish an experienced leadership

team, attract investor confidence, build a robust intellectual property(IP) portfolio, and create partnerships for development,

registration, and commercialization.

The company’s technologies address critical health challenges, with significant market

potential in both developed and emerging markets.

BioMedical (IBO) continued to develop strong potential through expanding a robust intellectual property(IP) portfolio, partnerships for

development, registration, and commercialization, and positioning the company for near-term revenue generation..

The company’s

technologies address critical health challenges, with significant market potential in both developed and emerging markets.

is built on a foundation of cutting-edge technologies, strong IP, and partnerships to improve human health and wellness.

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considerably in 2025.

new patent platforms were established in 2024 adding to the 36 issued and 50+ patents in the IBO portfolio.

Accomplishments in 2024 include:

The first U.S.

Laetose patent representing a novel combination

of one or more sugars and myo-inositol, with the potential to inhibit the inflammatory and metabolic response of sugar alone.

be utilized as a diet supplement or biopharmaceutical, and discussions with potential partners to advance commercialization efforts continue.

Expansion of the U.S.

3F patent estate with new compositions

and formulations of constituents found in plants and fragrances with application as a natural insect repellent.

Applications range from

standalone repellents to integrations in shampoos and detergents.

Regional expansion of the Linebacker patent estate with granting

of a Canadian patent for unique phenolic compounds and pharmaceutical compositions in treating inflammatory related diseases.

This platform

offers potential relief for conditions such as arthritis, asthma, and inflammatory bowel disease, while mitigating the side effects associated

with traditional treatments.

and patent platforms were expanded in 2025, resulting in sixty (60) issued and over sixty (60) pending patents at the end of 2025.

Accomplishments

Allowance of our Laetose patent in Europe, representing a novel

combination of one or more sugars and myo-inositol, with the potential to inhibit the inflammatory and metabolic response of sugar alone.

This could be utilized as a diet supplement or biopharmaceutical, and discussions with potential partners to advance commercialization

efforts continue.

This expands the worldwide potential following the first U.S.

allowance in 2024.

Expansion of the 3F patent estate with a U.S.

allowance for

infectious disease The technology is designed to act as an antibacterial or antiviral agent, with potential applications for killing

microbes as a disinfectant or as a treatment for infectious diseases (e.g., E.

coli, MRSA, influenza, rhinovirus, and M.

tuberculosis).

3F also received an allowance in Europe for application as a natural insect repellent.

Applications range from standalone repellents

to integrations in shampoos and detergents.

Commercialization/Revenue

Equivir platform, licensed to ProPhase Labs completed the first human study with potential application as a diet supplement in treating

upper respiratory infections.

Final study results are anticipated in mid-2025, and contingent on meeting targeted marketing claims, Equivir

will launch in the U.S.

for the 2025-2026 cold and flu season.

of our Initial Public Offering(IPO) in September 2024, provided us with resources to accelerate our research and development initiatives,

expand our market presence, and enhance shareholder value.

successfully restructured our long-term debt during the third quarter of 2024, which improves our financial flexibility, enabling repayment

of debt with company equity for 24 months, enabling cash preservation.

summary, 2024 delivered an improved financial position, platform and regional expansion of IP estate, completion of the first human study

with IBO technology (Equivir) with potential for near-term revenue generation, and a dedicated leadership team.

Equivir platform, licensed to ProPhase Labs continued planning for potential commercialization, contingent on meeting targeted marketing

claims, and securing a distribution partner or network.

company announced the acquisition of Celios Air Purification technology company, to enhance its ability to combat pathogens.

This technology

is a patented, three-stage mechanical filtration system that provides virtual cleanroom-quality air by capturing up to 99.99% of ultrafine

particles down to 10 nanometers in size, significantly exceeding traditional HEPA standards, without producing harmful byproducts like

ozone or other chemical off gassing.

This acquisition aligns with Impact Biomedical’s focused roll-up strategy, to expand its portfolio

with cutting-edge solutions with potential for immediate revenue while reinforcing its commitment to human health and wellness.

BioMedical Inc.

announced a definitive merger agreement to be acquired by Dr.

Ashleys Limited in a reverse merger.

This strategic move

Ashleys’ global pharmaceutical manufacturing with Impact BioMedical’s patent portfolio, creating a new, stronger entity

traded on the NYSE American to accelerate revenue generation and continued new product and technology development.

BioMedical Inc.

entered a debt conversion agreement with DSS, Inc.

(DSS) to settle approximately $15 million in outstanding principal

and interest debt related to a 2023 promissory note payable to DSS, Inc.

by issuing 31,939,778 shares of common stock to DSS.

This transaction

strengthens Impact’s balance sheet, increases equity, removes all non-trade debt obligations, and is part of a strategic merger/equity

alignment, that will facilitate the merger of Impact and Dr.

Ashleys into a new public entity.

summary, 2025 delivered an improved financial position, new and improved technology and patent platforms, and strategic merger plans

to drive anticipated near-term revenue generation.

Operating Segments:

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a breakthrough alternative sugar aimed to combat diabetes and functional fragrance formulations aimed at the industrial and medical industry.

BioMedical has several important and valuable products, technology or compounds that are in continuing development and/or licensing stages:

Multi-faceted therapeutic platform for metabolic, neurologic, cancer, and infectious diseases.

A polyphenol compound that is believed to be successful in antiviral infection treatments.

Equivir/Nemovir technology is a novel

blend of FDA Generally Recognized as Safe (“GRAS”) eligible polyphenols ( e.g., Myricetin, Hesperetin, Piperine)

which have demonstrated antiviral effects with additional potential application as health supplements or medication.

are sourced from fruits, vegetables, and other natural substances.

Myricetin is a member of the flavonoid class of polyphenolic compounds

with antioxidant properties.

Hesperitin is a flavanone and Piperine is an alkaloid, commonly found in black pepper.

Applications as food additive, and natural preservative for beauty and person care products as well as natural food preservative.

Food preservative booster made up of polyphenols that extend the shelf life.

Advanced bio-compatible plastics that mitigate accumulation of plastics in oceans and landfills and provide UVA and UVB protection

for many types of material for including containers, hard surfaces, and fibers for clothing.

The technology is presently in development

and testing antimicrobial plastics for consumer products that control the spread of active pathogens such as SARS-CoV-2, Influenza,

coli, Staph, and Rhinovirus, by exploiting key strategies found in the biological realm.

These new plastics are specifically focused

on solutions for common products such as cups, plates, utensils, plastic bags, and countertops.

The first prototypes are currently

undergoing antimicrobial resistance testing.

Laetose technology is derived from a unique combination of sugar and inositol, which demonstrates the ability to inhibit the inflammatory

and metabolic response of sugar alone.

A sugar alternative which is believed to lower human glycemic indexes and is believed to be

a breakthrough alternative sugar aimed to combat diabetes.

The use of Laetose in a daily diet, compared to sugar, could result in

30% lower sugar consumption and lower glycemic index/load.

A botanical compound believed to serve as an insect repellent and anti-microbial agent.

3F is a unique formulation of specialized

ingredients ( e.g.

terpenes) from botanical sources with demonstrated effect as an insect repellent and an antimicrobial.

Mosquito Repellent:

3F repellent contains botanical ingredients that mosquitos avoid.

These ingredients are scientifically proven1

to affect the mosquito’s receptors, essentially making the insect blind to a human’s presence.

This can be utilized as

a stand-alone repellent or as an additive in detergents, lotions, shampoo, and other substances to provide mosquito protection.

Antimicrobial:

3F antimicrobial contains botanical ingredients known to kill viruses.

These ingredients are scientifically proven

to inhibit viral replication.

This can be utilized as a stand-alone antimicrobial or as an additive in detergents, lotions, shampoo,

fabrics, and other substances.

The solution to the Patent Cliff accomplished by creating a new class of medicinal chemistry that uses advanced methods to increase

effectiveness and persistence of natural compounds and existing drugs.

The safety attributes of the original molecules are maintained.

Typically, drug discovery processes modify functional groups.

Quantum’s new techniques alter behavior of molecules at the sub-molecular

It is estimated that 65% of the World Health Organization Essential Medicines List can be improved and re-patented using Quantum

and these methods can be used to enhance and patent natural compounds including many substances used in traditional medicines around

Med (license):

A probiotic gut health product that helps to regulate many physiological functions, ranging from energy regulation

and cognitive processes to toxin neutralization and immunity against pathogens.

business model of Impact BioMedical revolves around two methodologies – Licensing and Sales Distribution.

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.

Impact utilizes the DSS ecosystem to leverage its sister companies that have in place distribution networks on a global scale.

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.

strive to protect the intellectual property that we believe is important to our business, including seeking and maintaining patent protection

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rights of others.

patent positions for companies like us are generally uncertain and can involve complex legal, scientific and factual issues.

the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted

and even challenged after issuance.

As a result, we cannot guarantee that any of our product candidates will be protectable or remain

protected by enforceable patents.

We cannot predict whether the patent applications we are currently pursuing will be issued as patents

in any particular jurisdiction or whether the claims of any issued patents will provide sufficient proprietary protection from competitors.

Any patents that we hold may be challenged, circumvented or invalidated by third parties.

Biomedical’s discovery and development capabilities generate intellectual property which is owned and/or licensed from our direct

efforts and our research partners.

currently have rights or ownership to eight (8) issued patents and more than forty(40) pending patents in countries worldwide.

include composition and method patents.

-Inflammatory

-Anti-Virals(e.g.

Influenza, Rhinovirus, Ebola, Cholera, Coronavirus)

Preservatives

-Bio-Plastics

-Biopharmaceuticals

foundation of intellectual property enables our out-licensing and commercialization efforts.

to our Impact BioMedical Division that maintains important key patents and patent applications that we will use as the foundation for

foster product development and licensing.

We currently have 5 patents with claims directed to compositions, the manufacture of, and/or

the use of use and for some of our key products including compositions referred to as Linebacker, Equivir/Nemovir, Laetose, and 3F.

intellectual property will enable us to be protected as we further these technologies and pave the road to commercialization.

own patents with claims directed to covering semiconductors, light emitting diodes, and wireless peripheral technologies, respectively.

We also have several patent applications in process, including provisional and Patent Cooperation Treaty (“PCT”) patent applications

in various jurisdictions including the United States, Canada, and Europe.

Our issued patents have remaining durations ranging from 1

positions for emerging companies like us are uncertain and can involve complex legal, scientific and factual issues.

addition, the coverage claimed in a patent application can be significantly reduced before a patent is issued, and its scope can be

reinterpreted and even challenged after issuance.

As a result, we cannot guarantee that any of our product candidates will be

protectable or remain protected by enforceable patents.

We cannot predict whether the patent applications we are currently pursuing

will be issued as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient

proprietary protection from competitors.

Any patents that we hold may be challenged, circumvented or invalidated by third

We currently have rights or ownership to sixty-nine (69) issued patents and more than sixty (60) pending patents

in countries worldwide.

These include composition, method, and design patents.

have several trademarks related to Impact BioMedical.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business