What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-28 · 361 added, 354 removed, 379 unchanged (65% of the section changed)

31 unchanged sentences

connection with management’s assessment of our internal control over financial reporting described above, the following weakness

has been identified in the Company’s internal control over financial reporting as of December 31, 2024:

have been identified in the Company’s internal control over financial reporting as of December 31, 2025:

Company did not maintain a sufficient complement of qualified accounting personnel and controls associated with segregation of duties

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of the Material Weaknesses

believes it has taken significant steps during 2023, and in 2024, to strengthen our overall internal controls and eliminate the material

believes it has taken significant steps during 2025 to strengthen our overall internal controls and eliminate the material

weakness of those controls.

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includes the following:

Company hired a Controller, Senior Accountant and Cost Accountant in 2022.

The Company has re-assigned

responsibilities of other staff members to assist in the Company’s financial reporting as well as segregating duties to serve

as a check and balance on employees’ integrity and to maintain the best control system possible.

Company has centralized its accounting functions across all divisions.

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by an independent person.

The Company will engage an external, independent expert to review significant and/or complex accounting transactions,

when appropriate, to ensure the proper accounting treatment is applied.

Company will engage an external, independent expert to review significant and/or complex accounting transactions, when appropriate,

to ensure the proper accounting treatment is applied.

Company is committed to maintaining a strong internal control environment and believes that these remediation efforts will represent

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Elise Brownell

Ambrose Chan Heng Fai

and certain other information concerning the Company’s officers and directors is set forth below.

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Each executive officer serves at the pleasure of the Board of Directors.

Heuszel , 64, has served as a Director of the Company since August 2020.

From August 2020 to August 2023, Mr.

Heuszel served as

President of the Company.

Since April 2023, Mr.

Heuszel has also served as Chief Executive Officer of the Company.

Since April 11, 2019,

Heuszel has served as the Chief Executive Officer of DSS since April 11, 2019, DSS’s Interim Chief Financial Officer from April

2019 to October 2020, and a director of DSS since July 30, 2018.

Heuszel has extensive experience in a wide array of strategic, business,

Heuszel , 69, currently serves as the Chairman of the Board and Chief Executive Officer of Impact Biomedical Inc.

He manages the

strategic direction, growth, day-to-day operations, and governance of this Texas based multinational company operating businesses in

human health and wellness markets.

Heuszel, 69, became Impact’s Chairman and Chief Executive Officer on August 23, 2024.

has served as a member of Impact’s board of directors since 2020 and served as the company’s President until the 2025 promotion.

Prior to becoming the CEO of Impact, Mr.

Heuszel served as the Chief Executive Officer of DSS, Inc.

(“DSS”), a NYSE:American

publicly traded company.

In that role he managed the strategic direction, growth, day to day operations, and governance of the New York

based multinational company operating businesses in biohealth and bioscience, healthcare, securities trading and management platforms,

blockchain technology, direct marketing, real estate, alternative energy, brand protection technology and securitized digital assets,

with offices in Houston, Tx., and W.

Henreitta, NY.

Heuszel became DSS’s Chief Executive Officer and Interim Chief Financial

Officer in April 2019.

He served as a member of DSS’s board of directors from July 2018 until his resignation in August 2024 that

allowed him to spearhead Impact BioMedical’s growth and IPO.

Heuszel has extensive expertise in a wide array of strategic, business,

turnaround, and regulatory matters across several industries as a result of his executive management, educational, and operational experience.

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Heuszel had a very successful career in commercial banking.

For over 35 years, Mr.

Heuszel served in many senior

For over 40+ years, Heuszel served in many senior

executive roles with major US and international banking organizations.

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Heuszel has served as General Counsel, Director

of Special Assets, Credit Officer, Chief Financial Officer and Auditor.

Heuszel also operated a successful law practice focused on

the litigation, corporate restructures, and merger and acquisitions, and collections.

In addition to being an attorney and executive

Heuszel is also a Certified Public Accountant (retired), and a Certified Internal Auditor.

Heuszel holds an undergraduate

degree in Business Administration from The University of Texas at Austin and a J.D.

degree from The South Texas College of Law, Houston.

of Special Assets, Senior Credit Officer, Chief Financial Officer, Controller, Senior Lender, and Director of Internal Audit.

also operates a successful law practice focused on the regulation and operation of banks, management of bank litigation, corporate restructurings,

and mergers and acquisitions.

In addition to being an attorney and executive manager, Mr.

Heuszel is also a Certified Public Accountant

(retired), and a Certified Internal Auditor (retired), and Certified Trust and Financial Advisor.

Heuszel also currently serves as

a director of a Texas community bank, Herring Bank of Amarillo, Texas since May 2022, where he serves upon several Board Committees,

including the Audit Committee which he is the Chairman.

He also serves on the Board of Herring Bancorp, Inc., where he also serves on

multiple board committees, including Chair of the Audit Committee.

Heuszel was born in Branson, Missouri, graduated from

the University of Texas at Austin from the McCombs School of Business in 1979 and received his Doctor of Jurisprudence with honors from

South Texas College of Law in 1990.

Frank received his certification as a Certified Public Accountant and as a Certified Internal

Auditor in 1985 and certified as Certified Trust and Financial Advisor (CTFA) in 2025.

Heuszel is also a member of the Texas State

Bar, the Houston Bar Association, and the State Bar of Texas Bankruptcy Section.

Suseck , 65, has served as Chief Operating Officer of the Company since August 2023.

Suseck served as the chief operating officer

of DSS BioHealth Holdings Inc., a subsidiary of DSS, Inc., from 2020-2023, where he leads company strategy, operations, licensing, acquisitions

of DSS BioHealth Holdings Inc., a subsidiary of DSS, Inc., from 2020-2023, where he led company strategy, operations, licensing, acquisitions

and commercialization.

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Institute of Technology.

Jason Grady , 50, Since

October 2024, Mr.

Jason Grady has served as the Interim Chief Executive Officer (CEO) of the Company, driving its strategic vision, leadership,

and overall performance.

In this role, he steers the organization’s growth trajectory, ensuring profitability while aligning long-term

objectives with operational execution.

He leads executive teams, fosters innovation, and cultivates key relationships with the Board of

Directors, investors, and strategic partners to propel the company forward.

Before stepping into the CEO role, Mr.

Grady was the Company’s

Chief Operating Officer (COO) since August 2019, where he streamlined operations, optimized business processes, and spearheaded new business

Simultaneously, since July 2018, he has served as President of Premier Packaging Corporation, a leading folding carton and

consumer packaging manufacturer and a wholly owned subsidiary of the Company.

His leadership within the broader DSS ecosystem has been

instrumental in driving business expansion and operational excellence.

From April 2010 to July 2018, Mr.

Grady served as Vice President

of Sales & Business Development, playing a pivotal role in accelerating revenue growth and expanding the Company’s market presence.

Prior to joining DSS, he held key leadership positions, including Vice President of Marketing at Parlec Corporation, Director of Business

Development at Berlin Packaging Corporation, and sales and marketing executive at OutStart, Inc.

Grady holds a bachelor’s degree

in Marketing and Communications and an MBA from the Rochester Institute of Technology.

Grady , 52, has served as Interim Chief Executive Officer of DSS, Inc since October 2024.

He is a seasoned executive recognized for

his expertise in turnaround management, executive leadership, corporate strategy, and disciplined shareholder communication.

Grady is responsible for setting strategic direction, driving operational and financial performance, and aligning leadership

execution with long-term value creation.

He works closely with the Board of Directors, investors, and strategic partners, with a focus

on accountability, capital discipline, and sustainable profitability across the enterprise.

Prior to assuming the CEO role, Mr.

served as Chief Operating Officer since August 2019, where he led enterprise-wide operational restructuring, improved cost discipline,

and enhanced execution across a diversified portfolio of businesses.

His tenure as COO was marked by hands-on leadership, performance-based

management systems, and a strong emphasis on transparency and results.

Since July 2018, Mr.

Grady has also served as President and CEO

of Premier Packaging Corporation, a world class folding carton and consumer packaging manufacturer.

Under his leadership, Premier has

strengthened its operational foundation, expanded into higher-value end markets, and reinforced a quality-first, customer-centric culture.

His impact across the broader DSS platform has been central to improving operational rigor and strategic focus.

From April 2010 to July

Grady served as Vice President of Sales and Business Development, where he was instrumental in driving revenue growth, expanding

key customer relationships, and positioning the Company for long-term expansion.

Before joining DSS, Mr.

Grady held senior leadership

roles including Vice President of Marketing at Parlec Corporation, Director of Business Development at Berlin Packaging Corporation,

and sales and marketing leadership positions at OutStart, Inc.

He brings a rare blend of operational depth, strategic clarity, and communication

discipline, with a leadership style grounded in accountability, adaptability, and execution under pressure.

Grady holds a bachelor’s

degree in marketing and communications and an Masters of Business Administration (MBA) from the Rochester Institute of Technology.

Elise Brownell , 72, has served as a director of the Company since January 2021.

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leading research teams through early bench-to-clinic development phases, as well as entrepreneurial investment experience with Angel’s

Forum and How Women Invest.

Brownell received her M.S., M.Phil.

degrees in biology from Yale University and her B.S.

degree in biology from

Allegheny College.

in biology from Allegheny College.

Sims , 57, has served as a director of the Company since May 2023.

Sims is an Illinois licensed attorney having practiced law

Sims is an Illinois licensed attorney having practiced

law since 1995.

Following graduation from Northern Illinois University College of Law, Ms.

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clients in banking, health care, real estate, criminal, dissolution, municipal and probate matters in state and appellate courts.

2006, she represented the Village of DePue, Illinois regarding legacy pollution from a Superfund site and set national precedent before

the Court of Appeals for the Seventh Circuit.

she represented the Village of DePue, Illinois regarding legacy pollution from a Superfund site and set national precedent before the

Court of Appeals for the Seventh Circuit.

In 2021, the United States Supreme Court cited the Village of DePue v.

ExxonMobil as

precedent in the Atlantic Richfield v.

ExxonMobil as precedent

in the Atlantic Richfield v.

Christian case.

in August of 2017, Ms.

Sims has been employed with the international law firm, Milberg Coleman Bryson Phillps Grossman, PLLC and recently

represented clients in the National Opioid multidistrict litigation in the Northern District of Ohio.

She also represents municipalities

across the country in tort actions in state, federal and appellate courts.

Sims brings to the Board her decades of plaintiff litigation with offer keen insight into potential matters which may be of importance

on behalf of the Company.

The Board believes that her legal background, knowledge expertise, and litigation experience will add great

value to the board slate.

Keene , 66, is an executive level banker with 44 years of commercial banking experience with progressive responsibilities in all facets

of credit risk management in both community and regional bank environments.

Currently, Mr.

Keene acts as chief credit officer of Unity

National Bank;

Starting in August of 2017, Ms.

Sims has been employed with Milberg PLLC, where she currently

serves as Senior Counsel.

She has represented clients in some of the top class action and mass tort lawsuits in the country, including

her work in the National Opioid multidistrict litigation in the Northern District of Ohio.

She also represents municipalities across the

country in tort actions in state, federal and appellate courts.

Sims was named to TIME magazine’s Top 100 Climate Influencers

list in recognition of her leadership in environmental justice and climate-related litigation.

Keene , 68, is an executive level banker with 45 years of commercial banking experience with progressive responsibilities

in all facets of credit risk management in both community and regional bank environments.

Keene is currently retired as of late 2024.

He was the chief credit officer of Unity National Bank, the only minority owned bank in Texas;

a position he has held since September

As chief credit officer, he oversees loan policy, collections, loan operations,

credit administration, and all credit underwriting and analysis, problem loan workouts.

As chief credit officer, he oversaw loan policy compliance, loan collections, loan operations, credit administration, and all credit

underwriting and analysis, problem loan workouts.

From May 2018 to September 2022, Mr.

a senior credit risk officer at Community Bank of Texas in Houston, Texas.

In this position, he was, among other tasks, responsible for

the support of the credit underwriting of high-net-worth individuals, partnerships, and companies.

Keene received a Bachelor of Business

Administration degree from Baylor University in 1979.

The Board believes that his background, knowledge expertise, and experience will

add great value to the board slate.

Zimmerman , 47, is currently the executive vice president—chief financial officer of Keystone Bank, SSB.

Zimmerman has held

this position since April 2019.

In this position, Mr.

Zimmerman, among other tasks, reviews and prepares monthly, quarterly and year-end

financial reports.

Keene was a senior credit risk officer at Community

Bank of Texas in Houston, Texas.

In this position, he was, among other tasks, responsible for the support of the credit underwriting of

high-net-worth individuals, partnerships, and companies.

Keene received a Bachelor of Business Administration degree from Baylor University

He majored in both economics and finance.

Zimmerman , 48, is currently an accounting executive with Third Coast Bank (“TCB”), focusing on merger-related items.

Prior to joining Third Coast Bank, Mr.

Zimmerman served as the executive vice president—chief financial officer of Keystone Bank,

SSB, from April 2019 until its merger into TCB.

In that role, he reviewed and prepared monthly, quarterly, and year-end financial reports.

From December 2015 to April 2019, Mr.

Zimmerman was the executive vice president – controller of Community Bank

of Texas, N.A.

where he was involved in, among other responsibilities, regulatory reporting for the bank and its holding company, and

preparing financial reports.

Zimmerman worked on the holding company’s initial public offering with a focus on the financial

statements and analysis.

Zimmerman is a certified public accountant and received a Bachelor of Business Administration degree and

a Master’s degree in Professional Accounting from the University of Texas at Austin.

The Board believes that Mr.

experience with initial public offerings, financial reporting and regulatory reporting will add great value to the board slate.

Hibbert , 64, has been involved in corporate banking for 39 years and has held various management, underwriting and line responsibilities.

Since August 2011, Mr.

Hibbert has been an executive vice president and managing director at Veritex Community Bank.

He currently works

with upper middle market companies whose annual revenues range from $75 million to $800 million.

Hibbert received a Bachelor of Science

degree in employee relations from Michigan State University in 1981 and a Master in Business Administration degree from the University

of Texas at Austin in 1983.

Zimmerman was the executive vice president—controller of Community Bank of Texas, N.A., where

he managed regulatory reporting for the bank and its holding company and prepared financial reports.

He also worked on the holding company’s

initial public offering, focusing on financial statements and analysis.

Zimmerman is a certified public accountant and earned both

a Bachelor of Business Administration and a Master’s degree in Professional Accounting from the University of Texas at Austin.

Hibbert , 67, Recently retired as an EVP and Managing Director from Veritex Bank after 41 years in Corporate Banking.

his long tenure he held various management, underwriting and line responsibilities including managing a $250 million portfolio.

currently serves as the CFO of a non-profit organization.

Hibbert received a Bachelor of Science degree in Employee Relations from

Michigan State University in 1981 and a Master in Business Administration degree from the University of Texas at Austin in 1983.

Ambrose Chan Heng Fai , 81, has served as a

director of the Company since March 2025.

Chan has over 45 years of experience in banking and finance and has led the restructuring

of numerous companies across multiple industries and jurisdictions.

Chan currently serves as Chairman and/or Chief Executive Officer

of several public companies, including Alset Inc., Alset International Limited and HWH International Inc., and has served on the boards

of numerous U.S., Hong Kong, Singapore and Australian public companies.

of Directors and Committees

Company has determined that each of Dr.

Elise Brownell, Ms.

Melissa Sims, Mr.

David Keene, Mr.

Christian Zimmerman, and Mr.

Castel Hibbert

qualify as independent directors (as defined under Section 803 of the NYSE American LLC Company Guide).

In 2025, each of the Company’s independent directors attended or participated in approximately 95% or more of the aggregate

of (i) the total number of meetings of the Board of Directors held during the period in which each such director served as a director

and (ii) the total number of meetings held by all committees of the Board of Directors during the period in which each such director

served on such committee.

All directors attended last year’s annual general meeting.

During the fiscal year ended December 31,

2025, the Board held one meetings and acted by written consent on twelve occasions.

On September 28, 2023, our Board established the audit committee.

audit committee is appointed by the Board to assist the Board in its duty to oversee the Company’s accounting, financial reporting,

and internal control functions and the audit of the Company’s financial statements.

Company has separately designated an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

The audit committee is appointed by the Board to assist the Board

in its duty to oversee the Company’s accounting, financial reporting, and internal control functions and the audit of the

Company’s financial statements.

role of the audit committee is to:

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Zimmerman serving as chair.

Board has affirmatively determined that each meets the definition of “independent director” under the rules of NYSE American,

and that they meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial literacy requirements

of NYSE American’s rules.

Board has affirmatively determined that each meets the definition of “independent director” under the rules of NYSE

American, and that they meet the independence standards under Rule 10A-3.

Each member of our audit committee meets the financial

literacy requirements of NYSE American’s rules.

The Audit Committee held three meetings in 2024 and acted by written consent

on one occasion.

Our Board has adopted a written charter for the audit committee.

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Brownell serving as chair.

Our Board has adopted a written charter for the compensation committee.

Board has adopted a written charter for the compensation committee.

The Compensation Committee acted by written consent on one occasion.

and Corporate Governance Committee .

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Brownell with Ms.

Sims serving as

Our Board has adopted a written charter for the nominating and corporate governance committee.

The Nomination

Committee acted by written consent on one occasion.

directors hold office until the next annual meeting of the stockholders of the company and until their successors have been duly elected

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under Item 401(f) of Regulation S-K.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of

a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes

in ownership of Common Stock and other equity securities of the Company.

Officers, directors and holders of more than ten percent of

the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

the Company’s knowledge, based solely upon review of the copies of such reports filed with the SEC and written representations

that no other reports were required, during the fiscal year ended December 31, 2025 all Section 16(a) filing requirements applicable

to the Company’s officers, directors and holders of more than ten percent of the Company’s common stock were satisfied.

11 - EXECUTIVE COMPENSATION

Compensation paid to our executive officers or directors during the past two fiscal years.

paid to our executive officers or directors during the past two fiscal years.

Name and principal position

6 unchanged sentences

Mark Suseck, Chief Operating Officer

Macko, Chief Financial Officer

Represents the total grant date fair value of stock options awards computed in accordance with FASB ASC 718.

Our policy and assumptions

made in the valuation of share-based payments are contained in Note 10

On October 3, 2024, the Company and Mr.

the Company’s Chief Executive Officer, Chairman, and President (the “ Executive ”) entered into an Executive Employment

Agreement (the “ Executive Employment Agreement ”).

Under the Executive Employment Agreement, the Executive will be employed

in his current capacity as the Company’s Chief Executive Officer.

The Executive’s employment term shall be from October 3,

2024, to October 3, 2027 (the “ Employment Term ”), and the Executive shall receive an annual base salary (the “ Base

Salary ”) of $200,000 for the first year of the Employment Term, $250,000 for the second year of the Employment Term, and $250,000

for the third year of the Employment Term.

In addition to the Executive’s Base Salary, he will be awarded a mandatory bonus (the

“ Mandatory Bonus ”) as follows:

(i) $150,000 for the first year of the Employment Term;

(ii) $100,000 for the second

year of the Employment Term;

and (iii) $100,000 for the third year of the Employment Term.

The Executive must remain continuously employed

by the Company pursuant to the Executive Employment Agreement through the anniversary of each award date for the Mandatory Bonus to be

fully earned by the Executive.

In addition to the Executive’s Base Salary, the Executive shall be eligible to be awarded discretionary

bonuses that may be authorized and declared by the board of director’s to the Executive and/or to the senior management executives

from time to time, at the Board’s sole discretion.

The Executive will also be granted an option to purchase Shares of the Company

pursuant to the Impact Biomedical 2023 Employee, Director and Consultant Equity Incentive Plan in the amount of 300,000 shares at a purchase

price of $3.00 per share.

On November 11, 2024, the Company and Mr.

Mark Suseck entered into an Employment Agreement (the “Employment

Agreement”) with a term that runs through September 16, 2027 during which Mr.

Suseck will act as the Company’s Chief Operating

Suseck will receive an annual base salary of $250,000 retroactive to April 1, 2024.

Suseck is also entitled to a discretionary

bonus to be awarded in either cash or Company common stock.

Suseck will also be granted an option to purchase shares of the Company

pursuant to the Impact Biomedical 2023 Employee, Director and Consultant Equity Incentive Plan in the amount of 400,000 at a purchase

price of $3.00 per share.

Company has not paid any compensation to any directors during 2023.

the total grant date fair value of stock options awards computed in accordance with FASB ASC 718.

Our policy and assumptions made

in the valuation of share-based payments are contained in Note 10.

Includes health insurance premiums, retirement matching

funds paid by the Company.

October 3, 2024, the Company and Mr.

Heuszel, the Company’s Chief Executive Officer, Chairman, and President (the “ Executive ”)

entered into an Executive Employment Agreement (the “ Executive Employment Agreement ”).

Under the Executive Employment

Agreement, the Executive will be employed in his current capacity as the Company’s Chief Executive Officer.

The Executive’s

employment term shall be from October 3, 2024, to October 3, 2027 (the “ Employment Term ”), and the Executive shall

receive an annual base salary (the “ Base Salary ”) of $200,000 for the first year of the Employment Term, $250,000

for the second year of the Employment Term, and $250,000 for the third year of the Employment Term.

In addition to the Executive’s

Base Salary, he will be awarded a mandatory bonus (the “ Mandatory Bonus ”) as follows:

(i) $150,000 for the first year

of the Employment Term;

(ii) $100,000 for the second year of the Employment Term;

and (iii) $100,000 for the third year of the Employment

The Executive must remain continuously employed by the Company pursuant to the Executive Employment Agreement through the anniversary

of each award date for the Mandatory Bonus to be fully earned by the Executive.

In addition to the Executive’s Base Salary, the

Executive shall be eligible to be awarded discretionary bonuses that may be authorized and declared by the board of director’s

to the Executive and/or to the senior management executives from time to time, at the Board’s sole discretion.

The Executive will

also be granted an option to purchase Shares of the Company pursuant to the Impact Biomedical 2023 Employee, Director and Consultant

Equity Incentive Plan in the amount of 300,000 shares at a purchase price of $3.00 per share.

November 11, 2024, the Company and Mr.

Mark Suseck entered into an Employment Agreement (the “Employment Agreement”) with

a term that runs through September 16, 2027 during which Mr.

Suseck will act as the Company’s Chief Operating Officer.

will receive an annual base salary of $250,000 retroactive to April 1, 2024.

Suseck is also entitled to a discretionary bonus to

be awarded in either cash or Company common stock.

Suseck will also be granted an option to purchase shares of the Company pursuant

to the Impact Biomedical 2023 Employee, Director and Consultant Equity Incentive Plan in the amount of 400,000 at a purchase price of

$3.00 per share.

The table below represents compensation for 2025:

3 unchanged sentences

Current Directors

Elise Brownell

Heng Fai Ambrose Chan

Christian Zimmerman

Elise Brownell

Castel Hibbert

Represents the total grant date fair value of stock options awards computed

in accordance with FASB ASC 718.

Our policy and assumptions made in the valuation of share-based payments are contained in Note 10

the total grant date fair value of stock options awards computed in accordance with FASB ASC 718.

Our policy and assumptions made

in the valuation of share-based payments are contained in Note 10.

Equity Awards at Fiscal Year-End

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Board has adopted the 2023 Equity Incentive Plan, or 2023 Plan.

For the year ended December 31, 2024, 880,000 option grants with a purchase price of $3.00 per share were awarded to certain officers,

directors and consultants of the Company.

These options have various vesting periods, and all expire on October 31, 2031.

Potential proceeds

of these grants is $2,640,000 and are fair valued using a Black-Scholes model at approximately $50,000.

The Company record stock based compensation expense of approximately $19,000 for the year ended December 31, 2024 and is included in Sales,

general and administrative compensation (inclusive of stock based compensation) on the accompanying Statement of Operations.

no stock-based payments made during the twelve months ended December 31, 2023.

For the year ended December 31, 2024, 880,000 option grants with a

purchase price of $3.00 per share were awarded to certain officers, directors and consultants of the Company.

These options have

various vesting periods, and all expire on October 31, 2031.

These options were forfeited in November 2025.

In November of 2025,

stock grants totally 3,200,000 were awarded to certain officers, directors and consultants of the Company.

These grants vested in

January 2026.

The Company recorded stock-based compensation expense of approximately $13,000 and $19,000 for the year ended December

31, 2025 and 2024, respectively, and is included in Sales, general and administrative compensation (inclusive of stock based

compensation) on the accompanying Statement of Operations.

12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8 unchanged sentences

options or warrants and convertible debt are deemed to be outstanding for the purpose of computing the percentage ownership of such individual

Percentage of ownership of common stock is based on 11,503,955 shares of common stock outstanding on February 14, 2025.

of ownership of Series A Convertible Preferred Stock is based on 60,496,041 shares of issued and outstanding preferred stock as of February

Percentage of ownership of common stock is based on 107,821,231 shares of common stock outstanding on March 6, 2026.

as indicated in footnotes to this table, we believe that the stockholders named in this table have sole voting and investment power with

respect to all shares of common stock and Series A Convertible Preferred Stock shown to be beneficially owned by them, based on information

provided to us by such stockholders.

respect to all shares of common stock.

Unless otherwise indicated, the address of all listed stockholders is c/o Impact BioMedical Inc.,

6 unchanged sentences

Beneficially Owned

Elise Brownell

Heng Fai Ambrose Chan

Christian Zimmerman

Elise Brownell

Castel Hibbert

Frank Heuszel

All officers and directors as a group (10 persons)

5% Shareholders

Alset International limited

indirectly owns the shares through DSS BioHealth Security, Inc., its wholly-owned subsidiary.

Ownership of Series A Convertible Preferred Stock

Name of Beneficial

Outstanding Series A Preferred Beneficially Owned

of Outstanding Series A Preferred

Beneficially Owned

indirectly owns the shares through DSS BioHealth Security, Inc., its wholly-owned subsidiary.

As of the date of this prospectus,

the holder has not converted any of the shares of Series A Convertible Preferred Stock into shares of the Company’s common

DSS BioHealth Security, Inc

Compensation Plans Information

following table sets forth information about our equity compensation plans as of December 31, 2025.

of outstanding options, warrants

of securities remaining available for future

equity compensation Plans (excluding securities reflected in column (a & b))

Equity compensation plans approved by security

2023 Employee, Director and Consultant Equity

Incentive Plan - options

2023 Employee, Director and Consultant Equity

Incentive Plan - warrants

2023 Employee, Director

and Consultant Equity Incentive Plan

issued upon vesting

securities to

exercise of outstanding options, warrants

Weighted average

price of outstanding options, warrants

Number of securities remaining available for future

(under equity compensation Plans (excluding securities reflected in column (a & b))

Plan Category

Equity compensation plans approved by security holders

2023 Employee, Director and Consultant Equity Incentive Plan - options

2023 Employee, Director and Consultant Equity Incentive Plan - warrants

2023 Employee, Director and Consultant Equity Incentive Plan

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transactions

Based on 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 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

As of the date of this report, no contingent liability has been recognized under the GRDG Agreement.

As of December 31, 2024 and

2023, the Company incurred approximately $25,000 and $447,000, respectively, in expenses.

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.

in January 2024 and through September 2024, these costs are approximately $31,000 per month.

Beginning October 2024, these costs are approximately

$26,000 per month.

As of December 31, 2024, the Company incurred $357,000 in related expenses.

As of December 31, 2023, the Company incurred

approximately 144,000 in related expenses.

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.

was further amended on July 24, 2024 with an effective date of September 16, 2024 to i) allow the Company to pay certain principal and/or

interest payments owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest

due dates to the last day of each calendar quarter (i.e.

December 31, March 31, June 30 and September 30), iii) to adjust the On Demand

feature so that it starts after the 24th month, iv) continue the planned repayment program commencing on the 37th month and on the last

day of each month thereafter through August 31, 2030 to pay a fixed monthly payment of $126,381, v) to continue the scheduled maturity

date of September 30, 2030, and vi) adjusts the interest rate to be the WSJ Prime Rate plus 0.50%.

As of December 31, 2024 and December

31, 2023 the outstanding balance, inclusive of interest was $8,878,000 (net of change in fair value of the note payable of $5,068,000)

and $12,074,000, respectively.

Of the $8,878,000, $35,000 is included in Current portion of note payable, related party and the remaining

$7,971,000 is included in Long-term portion of note payable, related party at December 31, 2024.

The $12,074,000 at December 31, 2023

is included in Current portion of note payable, related party.

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 and through September 2024, these costs are approximately $31,000 per

Beginning October 2024, these costs are approximately $26,000 per month.

As of December 31, 2025, the Company incurred approximately

$312,000 in related expenses.

As of December 31, 2024, the Company incurred approximately $357,000 in related expenses.

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 Note was further amended

on July 24, 2024 with an effective date of September 16, 2024 to i) allow the Company to pay certain principal and/or interest payments

owing under the repayment terms in an exchange for potential of equity in the Company, ii) change the quarterly interest due dates to

the last day of each calendar quarter (i.e.

December 31, March 31, June 30 and September 30), iii) to adjust the On Demand feature so

that it starts after the 24th month, iv) continue the planned repayment program commencing on the 37th month and on the last day of each

month thereafter through August 31, 2030 to pay a fixed monthly payment of $126,381, v) to continue the scheduled maturity date of September

30, 2030, and vi) adjusts the interest rate to be the WSJ Prime Rate plus 0.50%.

This Note is secured by the assets of the Company.

of December 31, 2024 the outstanding balance, inclusive of interest was $8,878,000 (net of change in fair value of the Note of $5,068,000)

The $8,878,000 is recorded in Note payable, related party at December 31, 2024 (Note 9).

On October 16, 2025, the Company converted

its Note payable, related party to 31,939,778 shares common stock as agreed upon by the Company and DSS (lender), which represents a

calculation of the outstanding principal and interest approximating $15 million and a stock price utilizing a 10-day Vwap as of June

There are no restrictions placed on the disposition of these shares.

As a result of the conversion, the Company recorded a

Change in fair value of the note payable, related party of $9,388,000 which is included on the accompanying statement of consolidated

February 25, 2025, the Company completed the acquisition of certain assets owned by DSS Pure Air, Inc.

(DSS PureAir”), a related

party, for $1,150,000 to be paid by 545,024 shares of the Company’s common stock calculated on a 10-day VWAP.

Assets acquired included

accounts receivable, inventory and intellectual property of the Celios air purification system.

Impact BioMedical Inc.

from time to time receives

funding from DSS to cover its capital needs.

DSS, Inc., beneficially owns approximately 86% of the Company’s voting shares.

December 31, 2025 and 2024, amounts due to DSS approximate $621,000 and $399,000, respectively.

These balances relate to noninterest-bearing

funding provided by DSS, and are unsecured,

Company has adopted the standards of NYSE American for determining the independence of its directors.

36 unchanged sentences

BioHealth Securities, Inc., a wholly-owned subsidiary of DSS, Inc.

owns approximately 86% of the voting shares of the Company which includes

60,496,041 shares of the Company’s Series A Convertible Preferred Stock, which is 100% of the Company’s issued and outstanding

Series A Convertible Preferred Stock,

owns approximately 56% of the voting shares of the Company while DSS directly owns approximately 30% of the voting shares of the Company.

Combined DSS beneficially owns approximately

86% of the Company.

14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements

included in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s

Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and

regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our independent public

accounting firm, Grassi & Co.

CPAs, P.C., Jericho, NY (“Grassi & Co.”), for audit and review services for the

fiscal year ended December 31, 2023 were approximately $210,000.

The aggregate fees billed for professional services rendered by

Grassi & Co for audit and review services for the fiscal year ended December 31, 2024 was approximately $60,000.

fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included

in the Company’s Annual Report on Form 10-K, the review of financial statements included in the Company’s Quarterly Reports

on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings or engagements.

The aggregate fees billed for professional services rendered by our independent public accounting firm, Grassi & Co.

Jericho, NY (“Grassi & Co.”), for audit and review services for the fiscal year ended December 31, 2024 were approximately

The aggregate fees billed for professional services rendered by Grassi & Co for audit and review services for the fiscal

year ended December 31, 2025 was approximately $140,000.

anticipated fees associated with the audit of the year ended December 31, 2026, is expected to range between $70,000 and $85,000.

6 unchanged sentences

CPAs, P.C., associated with the Company’s

S-1 filings approximating $87,000 for the years ended December 31, 2023.

S-1 filings approximating $87,000 for the years ended December 31, 2024.No such fees were incurred during the year ended December 31, 2025.

Administration

13 unchanged sentences

following exhibits to this registration statement included in the Index to Exhibits are incorporated by reference.

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.

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 )

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.

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 )

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.

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 )

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.

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 )

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 .

of the Company incorporated by reference to Exhibit 3.5 to the Company’s Amendment to the Registration Statement on Form S-1

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.

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.

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.

of Underwriter Warrant incorporated by reference to Exhibit 4.1 to the Company’s Amendment to the Registration Statement on

Form S-1 (No.

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.

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.

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.

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 )

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.

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.

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.

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 )

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.

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.

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.

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.

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.

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 )

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.

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.

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.

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 )

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.

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.

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.

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.

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.

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.

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.

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.

BioLife Science, Inc.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 )

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.

Exchange Agreement between Impact BioMedical Inc.

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.

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 )

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.

to Promissory Note effective January 18, 2024 between Impact BioMedical Inc.

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.

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.

BioMedical Employee Handbook incorporated by reference to Exhibit 14.1 to the Company’s Amendment to the Registration Statement

on Form S-1 (No.

Impact BioMedical Inc.

2023 Employee, Director, and Consultant Equity Incentive Compensation Plan

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.

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.

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.

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.

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.

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.

Certification

of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification

of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

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.

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

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.

10 unchanged sentences

BioMedical, Inc.

March 11, 2026

Executive Officer

Executive Officer)

March 11, 2026

Financial Officer

1 unchanged sentence

registrant and in the capacities and on the dates indicated.

March 11, 2026

Chief Executive Officer

(Principal Executive Officer)

March 11, 2026

Financial Officer

Financial and Accounting Officer)

Chief Operating Officer

/s/ Jason Grady

March 11, 2026

/s/ Elise Brownell

Operating Officer

March 11, 2026

Elise Brownell

March 11, 2026

Castel Hibbert

March 11, 2026

Christian Zimmerman

March 11, 2026

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 9A. Controls and Procedures