What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-02-20 · 335 added, 353 removed, 398 unchanged (63% of the section changed)

9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation

was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial

Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities

Exchange Act of 1934 as of December 31, 2023.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures were not effective as of December 31, 2023, to ensure that information required to be disclosed

by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported,

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the

Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures,

no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure

controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there were resource

constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls

and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control

deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions

about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management,

including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control

over financial reporting as of December 31, 2023.

of Disclosure Controls and Procedures

evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e)

under the Securities Exchange Act of 1934 as of December 31, 2024.

Based on their evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, to ensure that information

required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions

regarding required disclosure.

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

were resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Annual Report on Internal Control over Financial Reporting

management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal

control over financial reporting as of December 31, 2024.

In making this assessment, management used the framework established in “Internal

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control over financial reporting was not effective based on those criteria.

In 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, 2023:

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

with segregation of duties over complex transactions.

There was no systematic

method of documenting that timely and complete monthly reconciliation and closing procedures take place.

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.

Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities

and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

Remediation of the Material Weaknesses

Management believes it has taken significant steps

during 2022, and in 2023, to strengthen our overall internal controls and eliminate the material weakness of those controls.

2024 fiscal year, the Company will document and test the remediations put in place.

Such remediation includes the following:

The Company hired a Controller, Director of External Reporting, 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.

The Company has centralized its accounting functions across all divisions.

The goal of this process is to support

the segregation of duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other

financial reports are accurate and timely reported.

A monthly operations and financial review is performed with key members of the management team, executive committee,

and accounting team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting

Routine account reconciliations for all key balance sheet accounts have been initiated.

These account reconciliations

are reviewed timely by an independent person.

Procedures have been enhanced and count sheets modified to ensure accuracy of physical inventory counts.

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

improvements in our controls.

The Company has started to implement these steps, however, some of these steps will take time to be fully

integrated and confirmed to be effective and sustainable.

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:

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

over complex transactions.

was no systematic method of documenting that timely and complete monthly reconciliation and closing procedures take place.

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.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the

Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

in Internal Control over Financial Reporting

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

weakness of those controls.

During the 2025 fiscal year, the Company will document and test the remediations put in place.

Such remediation

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.

The goal of this process is to support the segregation of

duties and to allow the Chief Financial Officer to focus on ensuring reporting packages, reconciliations, and other financial reports

are accurate and timely reported.

monthly operations and financial review is performed with key members of the management team, executive committee, and accounting

team which has enhanced the timeliness, formality and rigor of our financial statement preparation, review and reporting process.

account reconciliations for all key balance sheet accounts have been initiated.

These account reconciliations are reviewed timely

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

significant improvements in our controls.

The Company has started to implement these steps, however, some of these steps will take time

to be fully integrated and confirmed to be effective and sustainable.

Additional controls may also be required over time.

Changes in Internal Control over Financial Reporting

While changes in the Company’s internal control over financial reporting occurred

during the year ended December 31, 2023 as the Company continued to implement the remediation steps described above, we have not

been able to fully document and test these controls to ensure their effectiveness over financial reporting during the year ended

December 31, 2023, and thus cannot conclude that have materially affected, or are reasonably likely to materially affect, the

Company’s internal control over financial reporting.

in Internal Control over Financial Reporting

changes in the Company’s internal control over financial reporting occurred during the year ended December 31, 2024 as the Company

continued to implement the remediation steps described above, we have not been able to fully document and test these controls to ensure

their effectiveness over financial reporting during the year ended December 31, 2024, and thus cannot conclude that have materially affected,

or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

9B – OTHER INFORMATION

1 unchanged sentence

following table sets forth the name, age and position of each of our executive officers, key employees and directors.

Fai Ambrose Chan

Executive Officer and Director

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

Fai Ambrose Chan , 78, has served as an executive director of DSS, Inc.

DSS) (formerly known as Document Security Systems,

Inc.) since January 2017 and as Executive Chairman of the Board since March 2019.

Chan founded Alset EHome International, Inc.

has served as Chairman of the Board and Chief Executive Officer since inception in March 2018.

Chan has extensive experience in banking

and finance, with 45 years of experience in these industries.

He has restructured numerous companies in various industries and countries

during the past 40 years.

Chan has served as the Chief Executive Officer of Alset EHome International Inc.’s subsidiary Alset

International Limited (“Alset”) (SGX:

40V) since April 2014.

Chan joined the Board of Directors of Alset in May 2013.

Chan has served as the Director of Sharing Services Global Corporation since April 2020.

Chan has served as a director of Alset’s

99.69%-owned subsidiary GigWorld Inc.

since October 2014.

He also served as a director of Alset’s indirect subsidiary LiquidValue

Development Inc.

since January 2017.

Chan has also appointed as Chairman and Chief Executive Officer of Alset Capital Acquisition

Corp, a New York Stock Exchange listed company, since October 2021.

In addition, Mr.

Chan has been as a board member of Value Exchange

International, Inc.

since December 2021.

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

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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.

Elise Brownell , 70, has served as a director of the Company since January 2021.

79 unchanged sentences

of Texas at Austin in 1983.

Committees of our Board

Audit Committee .

On September 28, 2023, our

Board established the audit committee.

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.

The role of the audit committee is to

oversee management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls,

the performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence,

the performance of the Company’s internal audit function;

the Company’s compliance with legal and regulatory requirements.

Our audit committee

will consist of Mr.

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.

role of the audit committee is to:

management in the performance of its responsibility for the integrity of the Company’s accounting and financial reporting and

its systems of internal controls,

performance and qualifications of the Company’s independent auditor, including the independent auditor’s independence,

performance of the Company’s internal audit function;

Company’s compliance with legal and regulatory requirements.

audit committee consist of Mr.

Castel Hibbert, Mr.

2 unchanged sentences

Zimmerman serving as chair.

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.

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

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compensation of other senior management upon hiring and on an annual basis;

Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our Board,

when necessary.

Our compensation committee will consist of Dr.

Company’s incentive compensation and other equity-based plans and recommending changes to such plans to our Board, when necessary.

compensation committee consist of Dr.

Elise Brownell, Ms.

Melissa Sims and Mr.

Hibbert with Dr.

Castel Hibbert with Dr.

Brownell serving as chair.

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effectiveness.

Our nominating and corporate governance committee will consist of Ms.

nominating and corporate governance committee consist of Ms.

Melissa Sims, Mr.

Keene and Dr.

David Keene and Dr.

Brownell with Ms.

Sims serving as chair.

Our Board has adopted a written charter for the nominating

and corporate governance committee.

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

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

2 unchanged sentences

of Business Conduct and Ethics

September 28, 2023, the Board adopted a Business Code of Ethics that applies to our principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions.

Our Business Code of Ethics has been made available on our website.

September 28, 2023, the Board adopted a Business Code of Ethics that applies to our principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions.

Our Business Code of Ethics has been made

available on our website.

in Certain Legal Proceedings

None of our directors or executive officers has been involved in any legal proceedings in the past 10 years that

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

of our directors or executive officers has been involved in any legal proceedings in the past 10 years that would require disclosure

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

11 - EXECUTIVE COMPENSATION

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

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

Name and principal position

1 unchanged sentence

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Total Compensation ($)

Chief Executive Officer, President and Director

Chief Operating Officer

Chief Financial Officer

Heng Fai Ambrose Chan

Chairman of the Board

Heuszel, Chief Executive Officer

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 table below represents compensation for 2024:

Fees Earned or Paid in Cash

Stock Awards (1)

All Other Compensation

Current Directors

Elise Brownell

1 unchanged sentence

Castel Hibbert

are no employment agreements.

Company has not paid any compensation to any directors since inception.

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

Equity Awards at Fiscal Year-End

2 unchanged sentences

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

As of December 31, 2023, no shares have been issued in relation to this 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.

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

9 unchanged sentences

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

Percentage of ownership of Series A Convertible

Preferred Stock is based on 60,496,041 shares of issued and outstanding preferred stock as of February 14, 2024

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

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

4 unchanged sentences

Ownership of Common Stock

Name of Beneficial Owner

Shares Beneficially Owned

Percentage of

Number of Shares

Outstanding Share

Beneficially Owned

5% or More Stockholders

Directors and Executive Officers

Heng Fai Ambrose Chan (1)

Beneficially Owned

Elise Brownell

2 unchanged sentences

All officers and directors as a group (9 persons)

beneficial ownership of Heng Fai Ambrose Chan includes 4,568,165 shares of common stock, consisting of (a) 453,285 shares of common

stock held by Global Biomedical Pte.

and (b) 1,553,904 shares of common stock held by Alset International Limited (c) 2,560,976

shares of common stock held by Alset Inc.

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 Owner

Name of Beneficial

Outstanding Series A Preferred Beneficially Owned

Percentage of Outstanding Series A Preferred

of Outstanding Series A Preferred

Beneficially Owned

2 unchanged sentences

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

stock and is precluded from doing so for 75 days after October 31, 2023 (the date of issuance).

Compensation Plans Information

following table sets forth information about our equity compensation plans as of December 31, 2023.

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

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

13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transactions

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 costs.

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

GRDG Agreement.

As of December 31, 2023, this funding approximates $25,000, per month.

As of December

31, 2023, the Company incurred approximately $447,000 in expenses.

On March 15, 2021, the Company, through one of its

subsidiaries, entered into a Stock Purchase Agreement (the “Vivacitas Agreement #1”) with Vivacitas Oncology Inc.

(“Vivacitas”),

to purchase 500,000 shares of its common stock at the per share price of $1.00, with an option to purchase 1,500,000 additional shares

at the per share price of $1.00.

This option will terminate upon one of the following events:

(i) Vivacitas’ board of directors

cancels this option because it is no longer in the best interest of the Company;

(ii) December 31, 2022;

or (iii) the date on which Vivacitas

receives more than $1.00 per share of the Company’s common stock in a private placement with gross proceeds of $500,000.

terms of the Vivacitas Agreement #1, the Company will be allocated two seats on the board of Vivacitas.

On March 18, 2021, the Company

entered into an agreement with Alset EHome International, Inc.

(“Seller”) to purchase from the Seller’s wholly owned

subsidiary Impact Oncology PTE Ltd.

(“IOPL”) for a purchase price of $2,480,000.

The acquisition of IOPL has been treated

as an asset acquisition as IOPL does not meet the definition of a business as defined in Topic 805.

IOPL owns 2,480,000 shares of common

stock of Vivacitas along with the option to purchase an additional 250,000 shares of common stock.

The Sellers largest shareholder is

Chan Heng Fai Ambrose, the Chairman of the Company’s board of directors and its largest shareholder.

On April 1, 2021, the Company entered into an additional

stock purchase agreement with Vivacitas (“Vivacitas Agreement #2”), whereas Vivacitas wished to employ the service of the

Chief Business Officer of Impact Biomedical, and in return for the services of this individual, Vivacitas shall issue to the Company,

the aggregate purchase price for the Class A Common Shares of Vivacitas at the value of $1.00 per share shall be $120,000 to be paid in

twelve (12) equal monthly installments for the period between April 1, 2021 and March 31, 2022.

On July 22, 2021, the Company exercised 1,000,000

of the available options under the Vivacitas Agreement #1 for $1,000,000.

This, along with the shares received as part Vivacitas Agreement

#2 increased the Company’s equity position in Vivacitas to approximately 16% as of December 31, 2022.

As of December 31, 2022, the

Company determined to impair 100% of its investment in Vivacitas, in the amount of $4,100,000.

On June 1, 2022, Impact Biolife Science, Inc.

assigned and transferred

its entire interest of 100 shares of common stock of DSS PureAir, Inc.

to DSS BioHealth Holdings, Inc.

for consideration of $100.

January 18, 2024, DSS, the Company’s majority shareholder, and Impact BioMedical entered into an amendment to the revolving promissory

note dated March 1, 2023 (the “Original Note”), whereby DSS loaned Impact an original amount of up to $12,000,000 (the “Loan”).

to the amendment, DSS agreed to amend the existing Original Note to (1) extend the maturity date of the Loan to September 30, 2030, (ii)

advance funds under the Original Note to fund and pay interest to date, bringing the funded principal balance to $12,859,328.60, (iii)

eliminate any advance feature under the terms of the Original Note, (iv) establish specific repayment terms for the Note balance, and

(v) amend the interest rate to a market rate of interest (the “Amendment”).

The Amendment is secured by a blanket first lien

on all assets of Impact including but not limited to, any licenses or patents owned.

to the Amendment, payment of interest and principal will be on demand.

If DSS does not make a demand, then Impact will repay the principal

and interest in 60 payments (1) on the last day of each month during the period from February 1, 2024, through and including January

31, 2026, Impact will pay DSS the outstanding unpaid accrued interest owing;

(2) on the last day of each month during the period from

February 1, 2026, through and including August 31, 2030, Impact will pay DSS $126,380.80, being comprised of both principal and interest

and (3) on September 30, 2030, Impact will pay the entire amount of unpaid principal and interest then outstanding.

The Amendment

to the Original Note has modified the interest rate to WSJ Prime + 0.50% floating daily, with an initial interest rate of 9% and the

post maturity rate is the lesser of (A) the maximum rate allowed by law or (B) 18.000% per annum based on a year of 360 days.

may pay without penalty all or a portion of the amount owed earlier than it is due.

an event of default occurs, other than a default in payment under the Amendment or any other note and/or the filing of bankruptcy, whether

voluntarily or involuntarily, is curable, it may be cured if Impact, after DSS sends written notice demanding cure of such default, (1)

cures the default within ten (10) business days;

or (2) if the cure requires more than ten (10) business days, immediately initiates

steps which DSS deems its sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable

and necessary steps sufficient to produce compliance as soon as reasonably practical.

has agreed to indemnify DSS and, among others, its members, officers and directors from and against any and all losses, damages, expenses

or liabilities of any kind or nature and from any suits, claims or demands incurred in investigating or defending such claim, suffered

by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the note, any loan documents

or the transactions contemplated therein.

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.

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

The Company is not listed on NYSE

American and is not subject to the rules of NYSE American but applies the rules established by NYSE American to establish director independence.

independence standards specify the relationships deemed sufficiently material to create the presumption that a director is not independent.

4 unchanged sentences

be considered independent:

a director who is, or during

the past three years was, employed by the Company, other than prior employment as an interim executive officer (provided the interim

employment did not last longer than one year);

director who is, or during the past three years was, employed by the Company, other than prior employment as an interim executive

officer (provided the interim employment did not last longer than one year);

director who accepted or has an immediate family member who accepted any compensation from the Company in excess of $120,000 during

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the most recent three fiscal years any of the issuer’s executive officers serve on the compensation committee of such other

a director who is, or has

an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the

Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner

or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three

serving on the Company’s audit committee must also comply with the additional, more stringent requirements set forth in Section

8 unchanged sentences

in Section 805(c) of the NYSE American Company Guide.

Parent of the Company

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

owns approximately 87% 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,

of the Company

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,

14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit 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 former independent public accounting firm, Grassi & Co.

P.C., Jericho, NY, for audit and review services for the fiscal year ended December 31, 2023 were approximately $210,000.

The aggregate

fees build for professional services rendered by Grassi&Co for audit and review services for the fiscal year ended December 31, 2022

was approximately $123,000.

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.

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.

anticipated fees associated with the audit of the year ended December 31, 2025, is expected to range between $40,000 and $85,000.

Impact BioMedical for the years ended December 31, 2023 and 2022 is included in the consolidated tax return of DSS, Inc.

file separate federal or state tax returns.

In 2022, Impact BioMedical engaged Greendyke Jencik & Associates CPAs, PLLC to render

quarterly and year end tax provisions.

BioMedical for the years ended December 31, 2024 and 2023 is included in the consolidated tax return of DSS, Inc.

and does not file separate

federal or state tax returns.

Impact BioMedical engaged Greendyke Jencik & Associates CPAs, PLLC to render an annual tax provisions.

The aggregate fees for 2024 and 2023 were approximately $2,000 and $2,000.

were fees billed for professional services rendered by our principal accountant, Grassi & Co.

CPAs, P.C., associated with the

Company’s S-1 filings approximating $87,000 for the years ended December 31,

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

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

Administration

1 unchanged sentence

Pre-Approval of Audit and Permissible Non-Audit Services

The Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all

audit or permissible non-audit services provided by the Company’s independent auditors.

Our Audit Committee, approved, in advance,

all work performed for year ended December 31, 2023 and nine-months ended September 30, 2024, by our principal accountant, Grassi &

Company’s Audit Committee Charter requires that the Audit Committee establish policies and procedures for pre-approval of all audit

or permissible non-audit services provided by the Company’s independent auditors.

Our Audit Committee, approved, in advance, all

work performed for year ended December 31, 2024 and nine-months ended September 30, 2025, by our principal accountant, Grassi & Co.

The Audit Committee may establish, either on an ongoing or case-by-case basis, pre-approval policies and procedures providing

6 unchanged sentences

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

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 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 ) filed

with the SEC on November 21, 2023.

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.

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.

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.

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.

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.

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 (No.

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.

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

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

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

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.

Exchange Agreement dated as of April 27, 2020, among Document Security Systems, Inc., DSS BioHealth Security, Inc., Singapore Development

3 unchanged sentences

333- 275062 ) filed with the SEC on November 21, 2023.

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.

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.

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.

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

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.

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 May 14, 2021 incorporated by reference to Exhibit 10.5 to the Company’s Amendment to the Registration Statement

on Form S-1 (No.

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.

16 unchanged sentences

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.

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.

5 unchanged sentences

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

2 unchanged sentences

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

December 11, 2020 incorporated by reference to Exhibit 10.13 to the Company’s Amendment to the Registration Statement on Form

333- 275062 ) filed with the SEC on November 21, 2023.

1 unchanged sentence

Amendment to the Registration Statement on Form S-1 (No.

333- 275062 ) filed with the SEC

on November 21, 2023.

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

1 unchanged sentence

333- 275062 ) filed with the SEC on November

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.

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

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.

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

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.

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

17 unchanged sentences

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.

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.

3 unchanged sentences

333- 275062 ) filed with the SEC on November 21, 2023.

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.

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.

17 unchanged sentences

undersigned, thereunto duly authorized.

Impact BioMedical, Inc.

Chief Executive Officer

(Principal Executive Officer)

February 20, 2024

Chief Financial Officer

Pursuant to the requirements of

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the

capacities and on the dates indicated.

February 20, 2024

BioMedical, Inc.

Executive Officer

Executive Officer)

Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Chief Executive Officer

(Principal Executive Officer)

February 20, 2024

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 20, 2024

/s/ Heng Fai Ambrose Chan

Heng Fai Ambrose Chan

Chairman of the Board

February 20, 2024

/s/ Mark Suseck

Financial Officer

Financial and Accounting Officer)

Chief Operating Officer

February 20, 2024

Elise Brownell

/s/ Jason Grady

March 28, 2025

/s/ Elise Brownell

Elise Brownell

February 20, 2024

/s/ Melissa Sims

February 20, 2024

/s/ Castel Hibbert

Castel Hibbert

February 20, 2024

/s/ Christian Zimmerman

Christian Zimmerman

February 20, 2024

/s/ David Keene

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